Beruflich Dokumente
Kultur Dokumente
constituents.”
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Contents
1. “That the Report of the Directors and the Accounts for the year ended
31 December 1998 of the Bank, together with the Report of the Auditors
therein as presented be and are hereby received and adopted”. Resolution 1
3. “That Dr Maisarah bte Abdullah who retires under Article 116 of the Bank’s
Articles of Association be and is hereby re-elected as a Director of the Bank”.
Resolution 3
4. (a) “That pursuant to Section 129(6) of the Companies Act, 1965, Mr Lim
Pak Tow be re-appointed as a Director of the Bank to hold office until
the conclusion of the next Annual General Meeting”. Resolution 4(a)
(b) “That pursuant to Section 129(6) of the Companies Act, 1965, Dato’
Dr Yahya bin Ismail be re-appointed as a Director of the Bank to hold
office until the conclusion of the next Annual General Meeting”.
Resolution 4(b)
5. “That a first and final dividend of 4.5 % gross in respect of the financial year
ended 31 December 1998, payable to entitled shareholders of the Bank, based
on the share capital of Ringgit Seven Hundred Ninteen Million Five Hundred
Five Thousand Six Hundred Eighty Nine Only (RM719,505,689), be and is
hereby approved. Resolution 5
6. “That Messrs Kassim Chan & Co., the retiring auditors, be and are hereby
re-appointed auditors of the Bank to hold office until the conclusion of the next
Annual General Meeting of the Bank at which Accounts are laid before the Bank,
and that the Directors be authorised to fix their remuneration”. Resolution 6
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 3
NOTICE IS ALSO HEREBY GIVEN THAT the Transfer Books and Register of
Members of the Company will be closed on 23 June 1999 and that duly completed
transfers received by the Company’s Share Registrars, Panama Resources Sdn Bhd,
No. 23, Jalan Sri Hartamas 7, Sri Hartamas, 50480 Kuala Lumpur up to 5.00 p.m. on
23 June 1999 will be registered before shareholders’ entitlement to the dividend is
determined. If approved, the first and final dividend will be paid on 20 July 1999.
A depositor shall qualify for entitlement to the dividend only in respect of:
a. Shares deposited into the Depositor’s Securities Account on or before 12.30 p.m. on
21 June 1999 (in respect of shares which are exempted from mandatory deposit);
b. Shares transferred to the Depositor’s Securities Account on or before 12.30 p.m. on
23 June 1999;
c. Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis
according to the Rules of the Kuala Lumpur Stock Exchange.
Kuala Lumpur
1 June 1999
NOTES:
The rights of Foreigners to vote in respect of their deposited securities is subject to Section 41(1)(e) and Section 41(2) of the
Securities Industry (Central Depositories) Act, 1991 and Securities Industry (Central Depositories) (Foreign Ownership)
Regulations, 1996.The position of such Depositors in this regard will be determined based on the General Meeting Record
of Depositors. Such Depositors, whose shares exceed the Company’s foreign shareholding limit of 30% as at the date of the
General Meeting Record of Depositors, may attend the above Meeting but are not entitled to vote. Consequently, a proxy
appointed by such Depositor who is not entitled to vote will also not be entitled to vote at the above Meeting.
A member of the Company entitled to attend and vote at the above Meeting is entitled to appoint a proxy to vote on his
behalf. A proxy need not be a member of the Company but shall be either an advocate, an approved company auditor
or a person approved by the Registrar of Companies. The instrument appointing the proxy shall be in writing under the
hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, under its Common Seal.
An instrument appointing a proxy executed in Malaysia need not be witnessed. The signature to an instrument appointing
a proxy executed outside Malaysia shall be attested by a solicitor, notary public, consul or magistrate.
Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his holdings
to be represented by each proxy. In the case of joint holdings, the signatures of all joint holders are required.
The instrument appointing a proxy must be deposited at the Registered Office of the Company, 20th Floor,
Wisma Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for the Meeting
and any adjournment thereof.
4 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Corporate Information
Directors
YBhg Dato’ Dr Yahya bin Ismail
DPCM., DPMJ., DPMP., KMN.
C O R P O R AT E I N F O R M AT I O N Secretary
Tan Ghee Kay
Auditors
Kassim Chan & Co Public Accountants
Level 19, Uptown 1
1, Jalan SS21/58
Damansara Uptown, 47400 Petaling Jaya
Selangor, Malaysia
Registrars
Panama Resources Sdn Bhd
23, Jalan Sri Hartamas 7
Sri Hartamas
50480 Kuala Lumpur
Tel: (03) 6511120 / 6515451
Fax: (03) 6513121
Registered Office
Corporate Headquarters
20th Floor, Wisma Genting
28, Jalan Sultan Ismail
50250 Kuala Lumpur
Tel: (03) 2637000
Fax: (03) 2320651
Web: http://www.sbbgroup.com.my
E-mail: info@sbbgroup.com.my
Listing
Kuala Lumpur Stock Exchange Main Board
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 5
Corporate Structure
Manager
SBB Asset Management Sdn Bhd Lee Bee Suan
Audit Committee
MEMBERS
MEETINGS
The Audit Committee meets on a quarterly basis or at more frequent intervals as required
to carry out its duties.
DUTIES
4. Such other functions as may be agreed to by the Audit Committee and the Board
of Directors.
10 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Message to
Shareholders
OVERVIEW
Southern Finance Company Berhad (“SFCB”) also strategy of taking market share at the bottom of the
reported a loss of RM12.9 million. This was due business cycle, and retrenching from markets when
to rising NPLs, loan charge-offs, and provisions for the cycle is in boom. It in no way represents a
loan losses. A three months in arrears loan departure from our long-established earnings
classification policy was retained at SFCB, and on philosophy of Income Statement and Balance Sheet
this basis, net NPLs of SFCB rose to 22% of total growth without sacrifice in asset quality.
loans. A lower credit quality at SFCB is not unusual
at this point of the economic cycle. This is because Today, the Bank is one of the best capitalized financial
a finance subsidiary targets businesses with lower institutions in Malaysia and the region. At 18.8%
credit standings. the Bank’s Risk Weighted Capital Ratio (“RWCR”)
is robust. Marginally lower from the previous year
On a Group basis, net NPLs rose to 8.4%. This due to a higher loans base, it has with amalgamation
compares favourably with an industry average of of SFCB increased to 20.9%.This is well beyond the
13.2% for Financial Institutions with a three month banking industry’s average of 11.8% and the
NPL classification policy. minimum 8% as required under banking standards
set by the Bank of International Settlements.
SBB Futures Sdn Bhd having made losses since its
start-up two years ago, was wound down during the The financial strength of the Bank was confirmed
year. On closure of this business, a non-recurring by rating agencies including the domestic rating
loss was reflected at the Group. SBB Unit Trust agency, RAM which reaffirmed our A1 rating as
subsidiary incurred a loss of RM0.2 million. well as Standard and Poor’s, the international rating
agency which also maintained the Bank’s public
On the other hand all other subsidiaries were information rating of BBpi.
profitable: Investimentos Associados Limitada, the
Mozambique Holding Company for Banco Austral
FOCUSING ON CUSTOMER
RM11.4 million; S.B Properties RM4.4 million;
SERVICES
SBB Asset Management RM1.2 million; S.B.Venture
Capital RM0.5 million; and Southern Nominees So as to broaden our product menu, and better serve
(Tempatan) RM0.5 million. our customers, a number of new products and
services were launched in 1998.
Drawing upon an inherent Balance Sheet strength
and a strong and growing deposit base, loans advanced Direct Access, launched the Easy Auto Pay system
18% for the Bank and 16% for the Group, from the allowing all Direct Access customers to pay their bills
period previously.This loan growth reflects our belief to participating utilities such as Telekom Malaysia
to stand solidly behind our customers when they and others.
are deserving of support. It also underscores our
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 13
The nation’s first Platinum Mastercard was also Investing in cutting edge technology so as to
launched by Direct Access. This high-end card continuously improve efficiency and effectiveness
product was aimed at providing customized services to better serve our customers is always a priority.
and increased privileges to discerning high net-worth In this regard, a number of initiatives were also
individuals.The Maestro Debit Card was introduced introduced during the year. So as to raise productivity
to provide more convenience for cardholders on a levels, the Auto-posting System was implemented
worldwide basis. to better handle voluminous crediting and debiting
of accounts for customers. SPICK, a project
In another related development, in payment systems, initiated by BNM to process inward clearing of
the Jet Debit Card was launched to facilitate easy cheques using digital images to replace cheques,
repayment by Jaring internet subscribers who was extended to the rest of the country. Several
maintain the Bank’s Max Plus SJM accounts. security systems were implemented to improve on
Customers of Malaysia’s major Internet Service credit card and ATM transactions. These included a
Provider Jaring, may pay their subscription/renewal biometric ATM system to verify ATM cardholders
fees at any SBB branch. which was tested in the KL Main branch for
eventual bank-wide deployment.
The Japanese Card Bureau or JCB card was
also introduced to allow the Bank’s merchants
SIGNIFICANT EVENTS
and our Japanese customers a broader choice of
AND ACTIVITIES
payment card.
A number of special events and occasions during
Apart from debit cards, the Bank broadened its stable the year provided excellent opportunities to showcase
of niche credit cards targeting different consumer our new products and profile our service capabilities.
segments. An especially designed card product for
women was relaunched with the Espre Mastercard
IT AND ELECTRONIC BANKING
while other cards such as, the Excel Mastercard, the
Rotaform Gold Mastercard, the Sime Darby Travel Continuing a strategic emphasis in the area of
Discovery Mastercard and the Sime Darby Travel Electronic Banking, the Bank participated in the
Visa Corporate Card were designed to offer benefits INFOTECH Malaysia exhibition. This premier
to specialized groups of cardholders. IT convention and forum was used to showcase the
Bank’s IT products such as electronic commerce,
Depositors were accorded a special focus in 1998. PC Banking and Enterprise Banking.
A wider range of deposit products, namely the Max
Plus Savings Account, Max Plus Fixed Deposit and
Max Plus Two in One Account were introduced to
provide depositors with better returns and greater
flexibility in their banking transactions.
14 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
The ISO 9002 recognizes our management Maintaining a Group wide effort to reduce cost,
philosophy which emphasizes the provision of a Voluntary Separation Scheme (VSS) was
competitively priced and innovative products and introduced at SFCB with excellent results. Staff and
quality customer service to provide a competitive personnel at SFCB were reduced by 60% through
edge in the financial sector. the VSS. This increased substantially restructuring
charges in the current year, with adverse implication
on profitability. Undoubtedly, however it will also
Y2K COMPLIANCE
result in substantial savings moving forward.
As our business is information and transaction
intensive, IT is relied upon as a business enabler
DIVIDENDS
and used heavily in many critical areas including
service delivery, decision-support, processing and The Board of Southern Bank are pleased to
others. In this regard, Y2K is a major issue that is recommend the payment of a first and final dividend
mission critical. To ensure business continuity as we of 4.5% (1997-10%) for the year ended 31 December
cross the third millennium, the Bank has long 1998 for approval of the shareholders at the Bank’s
focused on Y2K issues. The Group will be fully 37th Annual General Meeting.
Y2K compliant by June of 1999. The Bank is also
working closely with its customers and business This proposed dividend will absorb a net sum of
partners to ensure they are Y2K ready. RM23.3 million (unchanged from the previous year)
which, if approved by shareholders will be paid to
The Bank and Group have completed the renovation, shareholders on the Register of Members at a date
implementation and testing of all critical systems to be later announced.
supporting the core businesses of the Bank Group.
Contingency plans including business resumption
MOVING INTO THE FUTURE
are in place to ensure that the Bank Group’s
operations will remain fail-safe at the critical dates. With a solid foundation, and a past where the
common thread is consistency in earnings and a
prudential credit culture, the Bank and the Group
A M A L G A M AT I O N OF
are in an unr ivalled position to maximize
SFCB’S BUSINESS
opportunities that may arise in the markets. The
The amalgamation of SFCB with the Bank was amalgamation of SFCB and the Bank, besides
completed in the Second Quarter of 1999. strengthening a strong Risk Weighted Capital Ratio
Continuing a strategy of restructur ing and of 18.8% to 20.9%, will also allow customer access
rationalization of the Group, 40% of SFCB’s to a larger network of branches for their banking
branches were closed so as to avoid Branch convenience. Following the amalgamation of SFCB,
network duplication and overlaps. the Bank’s branch network will be increased to 72
branches in major cities and towns nationwide.
16 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
A milestone in the history of the Bank, is the upcoming relocation of its offices
to its new Corporate Headquarters in Bukit Damansara, Kuala Lumpur.
This new headquarters will house the main branch as well as the offices of the
Bank and is expected to further reduce real estate and occupancy cost.
With recovery well underway, the economy should show positive growth this
year. Our strong balance sheet and a Capital Adequacy Ratio that is nearly three
times that of the Bank of International Settlements Agreement of 8%, should
provide excellent opportunities for the Bank to advance its franchise in markets
where it has strengths.
The economy has recovered, but NPLs are expected to rise due mainly to
the lead-lag effects. However, NPLs are expected to remain around 10% net
for the Group.
A P P R E C I AT I O N
To the men and women of Southern Bank Berhad, we thank them for
their dedication and their efforts. We also thank our valued customers,
shareholders, the authorities and business associates for their support during
this challenging period.
Kuala Lumpur
12 April 1999
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 17
Performance at a Glance
’98 ’98
’98 ’98
’98 ’98
Lending Directions
CREDIT PLAN
RM Million
faster than expected. As at end September 1998, the
banking industry’s gross loans growth stood at 4.5% and
fell further to only 2.2% in the following month. Due to 2000
LOAN ASSETS
AUDREY I N T E R N AT I O N A L
CUSTOMER PROFILE
Ng Tiong Seng
Executive Chairman
20 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
40
20
0
(Each bar represents a “Single Customer”)
ASSET QUALITY
Ratio (%)
5.8
through prudent lending and close monitoring of loan 6
7.2
assets quality, the Bank was able to keep its 1998 NPL 5.2
5.8
4 3.2 4.9
level below the industry average. The lower NPL level
was achieved without any sale of NPLs to Danaharta. 2 2.8
0
Banks who had sold their NPLs to Danaharta had been Dec ’97 Mar ’98 Jun ’98 Sept ’98 Dec ’98
Ratio (%)
from RM198 million as at year-end 1997 to RM518 1500 10
million as at year end-1998 with a corresponding increase 9.8
1000 9.5
in net NPL ratio from 2.8% to 5.8%. However, the net 7.4
6.2 5
NPL ratio would have been significantly reduced to 3.9% 500
if the Bank had adopted the 6 months classification 1,609 2,527 582 402 283
0 0
standard instead. OD TL HL TB CARD
450 8
Gross NPL Position by Product Groups
400 7 The default ratio as at year-end 1998 for Overdrafts
350 5.8
6 (“OD”),Term Loans (“TL”), Housing Loans (“HL”) and
300 4.7
RM Million
250
3.4 4 to 6.0%. As for Credit Cards (“CARD”), default ratio
200 2.8
2.6 3 increased from 8.3% to 16.8%. This was due mainly
150
2 to the drop in the loans base for CARD.
100
50 1
104 97 103 136 324
0 0
1994 1995 1996 1997 1998
Treasury Management
The International Banking Group (IBG) carries out the fluctuations in exchange rates when assets and liabilities in
treasury function of the Bank under the guidance of the the same currency are not of the same magnitude. Interest
Asset and Liability Management Committee (ALCO). rate risks result primarily from differences in the maturity
It is responsible for managing and mitigating the market or repricing dates of assets and liabilities.
risks that arise from the business activities of the Bank.
Market risk is the exposure to an adverse change in Southern Bank’s risk management is guided by predefined
the value of financial instruments caused by a change in risk management principles, including:
market prices or rates.The major risks to which the Bank
1. Formal definition of risk management guidelines;
is exposed are liquidity risk, price risk, foreign exchange
risk and interest rate risk. 2. Risk oversight by ALCO;
3. Utilisation of risk management systems, including
Liquidity risk is the risk that an institution will be unable daily mark-to-market analysis and portfolio stress
to meet a financial commitment to a customer when testing. A key element in the Bank’s on-going
commitment falls due. To be able to conduct its normal process to effectively measure and manage interest
business activities, an institution needs to have continuous rate risks is the utilisation of simulation models; both
access to sufficient, reasonably priced funding. Price risk Interest Rate Sensitivity and Net Interest Income
is the risk to earnings that arises from volatility in interest simulation.
rates and foreign exchange rates which may have adverse
impact. Foreign exchange risk arises from exposure to
ASSET LIABILITY MANAGEMENT The Bank’s limits structure extends to desk-level activities
and includes a listing of authorized instruments, maximum
Risk management and oversight are governed by ALCO
tenors, loss appetite and maximum holding depending
which approves a general risk mandate to oversee these
on the type of instruments.The limit structure helps ensure
activities. ALCO is made up of Senior Managers of all
alignment of corporate risk appetite with trading and
business departments, operating within Asset/Liability
investment risk-taking activities.
Management Policy with the following objectives:
KLANG M U LT I TERMINAL
SDN BHD
INTEREST R AT E SENSITIVITY
Assets
Cash and short-term funds 67.7 55.7 - 221.7 345.1
Dealing and Investment Securities 384.1 552.0 581.7 82.3 1,600.1
Gross Loans and Advances - - - - -
Loans sold to Cagamas 4,576.2 131.1 764.0 204.2 5,675.5
Others - - - 565.5 565.5
Notes:
1. Data relates to the Bank only and excludes positions of subsidiaries.
2. Assumptions made:
a. Savings account deposits deemed to be repriced within 3 months;
b. Credit card loans, housing loans under prescribed rate and staff loans deemed to reprice longer than 12 months.
BNM conducted a six-month trial run of the New TREASURY MANAGEMENT SYSTEM
Liquidity Framework, which began in July 1998 in parallel
Against a backdrop of a highly competitive environment
to the existing liquidity framework. Effective 1999,
and the fact that market risks (comprising price and
banking institutions that are capable and ready to comply
liquidity risks) are an inherent part of banking activities,
with the stringent requirements can switch over to the
IBG has upgraded its front office operations by acquiring
new framework. All banking institutions will be required
the Treasury Management System.
to comply with the new framework by 1 January 2000.
The system enables on-line deal inputs and counter party
Beginning in 1999, Southern Bank Berhad was amongst
verifications, and to improve the Bank’s risk management
the pioneer financial institutions that have adopted the
culture to manage risks better from the front and back-
New Liquidity Framework.
end treasury operations through interfacing to other
critical treasury related systems.
CUSTOMER PROFILE
Lionel Koh
General Manager
28 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
IT Industry Leadership
In September, Chief Executive Director (CED) All financial transactions, in the era of increasingly
Dato’ Tan Teong Hean was appointed as the sole important computerised services rely on accurate dates
banker to the National Information Technology Council and times. A bank’s date-sensitive systems must be able to
(NITC), reflecting Southen Bank’s leading position in differentiate between dates using “00” as year 2000 instead
the IT sector. The NITC acts as a think-tank at the of the year 1900.
highest level to advise the Gover nment on the
development of IT in Malaysia. Southern Bank has long been aware of the risk associated
with the Y2K or Millennium Bug problems. As a result
The NITC is chaired by the Prime Minister of Malaysia the Bank has placed significant emphasis on identifying
YAB Dato’ Seri Dr. Mahathir Mohamad and was and addressing the Year 2000 problems, completing the
bulk of the conversion process in 1998 in order to achieve
established to spearhead Malaysia’s advancement into
Y2K compliance status by June 1999. This will leave the
the Information Technology era in line with the objectives
rest of this year as a buffer for testing and fine tuning all
of the National IT Agenda and the Multi-Media
systems, in order to ensure that all possible details of the
Super Corridor.
Y2K problem have been considered and that all aspects
have been completely verified.
SDN BHD
Under the aegis of Bank Negara, the Bank during 1998 The Board has been regularly briefed and consulted on
completed the renovation, testing and implementation of the Banks Y2K progress in compliance with the Bank
the mainframe systems, as well as all the critical systems Negara guidelines. Training kits have been made available
supporting the core banking business. An audit by Bank to assist Managers in briefing Bank staff and Y2K leaflets
Negara in 1998 placed the Bank in the highest satisfactory have been distributed to customers.
Y2K preparedness category.
Southern Bank can be considered in the top preparedness
The Bank has been conducting final testing with external category in terms of Millennium Compliance in Malaysia.
partners like VISA, MasterCard and MEPS and is Accordingly the Bank’s clients can enjoy absolute
completing “marginal” items such as personal computers confidence that all their financial records will remain
and non IT systems like the telephone exchange systems intact and that the Year 2000 challenge will not disrupt
or fax machines. any business process vital to the Bank’s operations or
customer requirements.
The Bank has initiated measures to ensure that customers,
business partners and service providers areY2K compliant.
Necessary contingency plans have been implemented to
ensure that all Bank operations will run smoothly on
critical dates such as January 1 or February 29, 2000.
Teller
Workstations
Payroll
Loans
IT DRIVEN PRODUCTIVITY GAINS With technology the Bank was able to develop new
payment products to meet the changing needs of the
The Bank has always positioned itself as one of the key
latest demands of the customers. The Corporate Card
movers in Malaysia in the early adoption of emerging
and Platinum Card were developed and launched in
technologies. In line with this approach, the Bank tested
August 1998 with many high valued features.
the Biometric ATM using finger-scanning to verify the
ATM cardholders.This technology offers greater security
The technology for the Maestro Debit Card was put in
in verifying the cardholders.The Biometric data is stored
place in February 1998 to provide more convenience for
on a chip card during the initial “personalised process”
the cardholders to pay at checkout counters worldwide,
and verification entails checking the present image against
in addition to cash withdrawal via ATM.
the stored image.
OSK SECURITIES
BERHAD
Corporate Restructuring
COMPUTER FORMS
(MALAYSIA) BERHAD
Its close proximity and accessibility to the major highways At the Group, cost-to-income ratio increased to 59% from
such as the Lebuhraya Damansara-Puchong and the 51% a year ago. The increase was due to the first year
Middle Ring Road, has brought about the speedy success consolidation of the Mozambican subsidiary’s overhead
of Damansara Heights as an up and coming major expenses which amounted to RM74.2 million
commercial hub away from the city centre. There are (the Mozambican subsidiary’s results were equity
presently about 20 large commercial buildings in accounted for in 1997). Excluding these expenses,
Damansara Heights as more offices relocate to the suburbs the adjusted cost-to-income ratio of the Malaysian
in view of the lower rentals and easier accessibility away operation will be marginally higher at 52%.
from the traffic congestion in the city centre.
Moreover, included in the Bank and the Group’s overhead
The new building with net lettable space of 170,000 sq. cost are non-recurring expenses such as personnel costs
ft., comprises seven levels of office and retail space for employees who left with no replacement totalling
and four levels of carparks. It will accommodate 70% of nearly RM8.0 million.
HQ and will satisfy the need for prime space requirement
of the Banks front liners. It will include a new state of Adjusted for all the above, the Bank and the Group’s
the art bank branch with smart offices and biometric cost-to-income ratio would be even lower at 42% and
security systems. The remaining 30% of the office space 51% respectively.
for support and back offices will stay at premises with
relatively lower priced rentals to be more cost effective.
Channel Strategies
DIRECT ACCESS: BILL P AY M E N T As the concept was developed ‘in-house’, the cost for the
SERVICE entire campaign was kept to a minimum.
Easy Auto Pay (EAP) marked the introduction of Direct
In a special Bonus Promotion (BP) tied in with this
Access’ bill payment service. EAP is available to all Direct
campaign, bonus points were given to customers who
Access’ valued customers where they can now
signed up for this facility during promotion period.
conveniently pay their bills to a variety of participating
Executed as a direct mail effort, the EAP-BP mail-out
Direct Access billers. This is in line with the Bank’s
was sent to the entire customer base. Additionally, this
commitment of extending convenience to its base and
promotion was supported by the internal telephone
adding more value to the way they bank.
message-on-hold service. Customers were encouraged to
sign-up during this promotion period as they would be
In a successful three month campaign initiated by the
eligible for free bonus points which will be credited into
Bank, four organisations were designated as participating
their Direct Access credit card account.
Direct Access billers. They are Telekom Malaysia Berhad
(TMB), Petaling Jaya Municipal Council (MPPJ),
Shah Alam Municipal Council (MPSA) and Klang
Municipal Council (MPK).
LION ELECTRONICS
The EAP list is still growing as the bank continually builds recognised alternative delivery channels. It is becoming
relationships with other organisations. The number of widely accepted among an increasing number of corporate
participating billers or organisations have since increased member managers who use it on a daily basis to gain
and Direct Access is now poised to embark on its next up-to-date real-time information on their accounts.
EAP campaign. The uptake by corporates has been very good, and the
1998 target has been exceeded. Transaction throughput,
which was zero in January 1998, exceeded RM1.5 billion
ENTERPRISE BANKING: A DIVISION
by the end of 1998.
S P E C I A L LY FOR BUSINESS
Information Technology (IT) plays a growing integral and Customer service is a major consideration of the service
important role in making business operations across provided and EBD has been pleased with many favorable
boundaries and between other businesses seamless. comments from our clients in 1998. As part of the
Enterprise Banking Division (EBD) has been at the continuous improvement of customer service, we have
forefront of enhancing the perception that Southern Bank had two major upgrades of the software. These have
is an IT driven bank. EBD is now one of the Bank’s improved the system and have enhanced the services
provided to the customers.
At the APEC Conference, the Bank’s electronic banking SOUTHERN BANK’S WEBSITE:
was on display with the Enterprise Banking System one IMPACT ON A WIDER PUBLIC
of the featured systems.
Southern Bank’s corporate website (http://www.
sbbgroup.com.my) launched in 1995, posts information
EBD, as part of the Bank, participated in the ITX ’98
on the Bank’s banking products and services, corporate
(IT Exhibition).
information and current news.
In order to stay competitive in the future Southern Bank In December 1998, Southern Bank and MIMOS
is striking strategic alliance with partners that will add extended their strategic alliance further by launching
value to stakeholders – customers, shareholders and staff. the JET Debit Card. The JET Debit cardholders will
Strategic partners with diverse core competencies can assist earn free Internet hours based on their Southern Bank
Southern Bank compete in a market where the traditional savings or current account balances, in addition to other
role of banking is blurring.The cross-selling opportunities debit card benefits.
and value-added services are among the benefits that can
be derived from these strategic alliances. Another example of an alliance is the Banks relationship
with the Securities Clearing Automated Network Services
A good example of a Southern Bank alliance partner is or SCANS as it is better known. SCANS is a subsidiary
MIMOS Berhad. MIMOS Berhad started Malaysia’s first of the KLSE and is the clearing house for member
Internet Service Provider, JARING. Backed by its companies of the KLSE i.e. Securities Companies.
technically superior network and personnel, JARING is Southern Bank is one of the select approved clearing banks
the choice of many Malaysians and corporations for its for SCANS.
innovative and excellent services. The management teams
of Southern Bank and MIMOS share the same vision of This strategic alliance has benefited all parties. SCANS
providing excellent products and services to an increasingly now gets payments from the Securities Companies on
technology-literate population in Malaysia. a real-time basis by means of the Banks Enterprise
Banking System. As the system identifies who has paid,
The strategic alliance between Southern Bank and together with the date, time and message, SCANS can
MIMOS has brought immediate benefit to both not only control its cash position, but can also better
organisations. JARING subscribers can now pay through manage its relationship with the Securities Companies.
automatic payment arrangements using credit cards.
MIMOS is using Southern Banks Enterprise Banking The Securities Companies use the branch network
service that allows transactions and fund management of where their customers can walk in and make payment.
its accounts electronically. Through the Enterprise banking System, they can
immediately identify which customer has paid them.
This SBB/SCANS alliance has thus increased efficiency,
reduced costs and has made another contribution
towards the paperless office.
The Jet Debit Card: Malaysia’s first debit card for the banking,
shopping and net surfing convenience of our customers.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 39
GROUP OF C O M PA N I E S
(“MTB GROUP”)
CUSTOMER PROFILE
SOUTHERN NOMINEES
( T E M PATA N ) SDN BHD
Trading activities at SBB Securities.
SOUTHERN NOMINEES
(ASING) SDN BHD
In the last six years, SBBAM has consistently achieved S.B. PROPERTIES SDN BHD
above-average performance by adopting a long-term (“S.B. PROPERTIES”)
approach to investment and avoiding excessive short-term
S.B. Properties is the wholly owned subsidiary of the Bank
speculation. The company adopts a combination of
responsible for management of the Bank group’s properties
‘top-down’ and ‘bottom-up’ approaches by examining
in Malaysia.
both macro-economic factors and micro aspects of
the investment in question to minimise exposure to
For the year ended 31 December 1998 profit before
undue risks.
tax was RM4,414,720.56 an increase of 97.4% over the
previous year’s profit before tax of RM2,236,771.97.
1998 was a tough year for fund managers. It was the second
This substantial increase was achieved mainly by the
year where the stock market was severely affected by
extension of its project management services to Banco
the crisis. For SBBAM, it was a hectic year with many
Austral as well as through its subsidiary Elite Constant
changes taking place such as new Government policies,
Development Sdn Bhd which undertook construction
trading amidst unsettling market conditions and coping
contracts for Banco Austral, the Bank’s subsidiary company
with a severe economic recession in the country.
in Mozambique.
To successfully adapt to the changing circumstances,
SBBAM undertook tactical changes to its investment
During 1998 the Company made major headway
policies throughout the year in order to emerge from this
with the development and construction of the Bank’s
current crisis stronger than ever.
headquarters in Plaza Damansara, Bukit Damansara,
Kuala Lumpur.
SB VENTURE C A P I TA L C O R P O R AT I O N
SDN BHD (“SBVCC”)
SBB UNIT TRUST
SBVCC is another wholly owned subsidiary of the Bank MANAGEMENT BERHAD
and is principally involved in providing venture capital
SBB Unit Trust Management Berhad or better known
to companies with good growth potential. Investments as Southern Unit Trust (“SUT”) is wholly owned by
are usually made in growing and emerging companies the Bank and was incorporated in 1995.
with proprietary products, production processes or services
operating in niche markets which may not need to SUT is the manager for the SBB Premium Capital Fund
be profitable currently but must have turnaround potential. and the SBB Retirement Balanced Fund and was the
first unit trust company in Malaysia to be accredited with
The participation of risk capital could be in any of the the ISO 9002 certification. In 1998, SUT also launched
following categories :- a new programme designed for children’s future education
• Development Financing - investment in new business called the SBB Total Education Plan. The SBB Total
Education Plan will allow for realistic monthly savings,
and development of new products.
insurance protection and inflation protected investment.
• Intermediate Financing - investment in existing
business to support growth through internal expansion SUT is responsible for the day-to-day management
or acquisitions. and administration of the various Funds in accordance
with the provisions of the Trust Deed. The main duties
• Secondary Purchases - acquisition of issued shares
of SUT include maintaining a register of unitholders,
from existing shareholders of established businesses.
arranging the sale and repurchase of units, valuing the
investments, keeping proper records of the Funds and
reporting to Unitholders.
42 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
BANCO AUSTRAL –
SOUTHERN BANK IN MOZAMBIQUE
Corporate Events
• Direct Access became the first direct banking service • Sales of the KL’98 Commonwealth Games
provider in the country to be accredited with the Commemorative RM50 Polymer Notes took off
internationally acclaimed ISO 9002 certificate at the Bank’s branches and by the end of the sales
from the Standards and Industrial Research Institute campaign in November 1999, a total of 21,315 pieces
of Malaysia. were sold.
44 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
• The Bank contributed RM 35,000 as an official • Chief Executive Director, Dato’ Tan Teong Hean
co-sponsor of the Petronas Jet Sports Racing represented the Bank in signing the MOU to mark
Programme. the Islamic Banking Division’s success in offering
Bridging Financing under the Special Scheme
for Low and Medium Cost Houses, funded by
Bank Negara Malaysia, totalling RM30.0 million to
Bukit Cerakah Development Sdn. Bhd. for its
project in Puncak Alam, Selangor.
J U LY
Mastercard. Platinum card membership comes with • The Bank made a contribution of RM50,000 to the
an unprecedented range of services world wide and Bangsar Carnival in support of the Commonwealth
will be offered to a select group of existing and Games in Kuala Lumpur.
potential customers.
• The Bank launched its new Autokad with debit
card features.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 45
Financial Network
7
3
PENINSULAR 16 EAST
MALAYSIA
19 MALAYSIA
4 1
2
Number of Branches
Financial Network
SBB ASSET MANAGEMENT SDN BHD SBB UNIT TRUST MANAGEMENT BHD
17th Floor (Old Wing), 10 th Floor, Wisma Perdana
Wisma Genting Jalan Dungun
28, Jalan Sultan Ismail Damansara Heights
50250 Kuala Lumpur 50490 Kuala Lumpur
Tel: (03) 2628823 Tel: (03) 2542288
Fax: (03) 2016881 Fax: (03) 2540605/0684
Financial Statements
Balance Sheets 56
98
50 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Directors’ Report
The directors have pleasure in submitting their report and the audited accounts of the Bank and of the Group for
the financial year ended 31 December 1998.
PRINCIPAL ACTIVITIES
The Bank is principally engaged in all aspects of the banking business and the provision of related services, which
also include Islamic banking services.
The principal activities of the Bank’s subsidiary companies are stated in Note 10 to the accounts.
Other than as indicated in Note 10 to the accounts, there have been no significant changes in the nature of the activities
of the Bank and of the Group during the financial year.
R E S U LT S
DIVIDENDS
Since the end of the previous financial year, the Bank paid a final dividend of 10% less tax in respect of the previous
financial year and dealt with in the previous directors’ report amounting to RM23,024,182 on the issued and fully
paid-up ordinary shares of the Bank that ranked for dividend for that year.
The directors now recommend a first and final dividend of 4.5% less tax in respect of the current financial year totalling
RM23,311,984 on the issued and fully paid-up ordinary shares of the Bank.
There were no material transfers to or from reserves and provisions during the financial year other than those disclosed
in the accounts.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 51
The Bank has not issued any new shares or debentures during the financial year.
SHARE OPTION
During the financial year, the Bank has not issued any options to any parties to take up unissued shares of the Bank.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares
of the Bank. As at the end of the financial year, there were no unissued shares of the Bank under options.
Before the accounts of the Bank and of the Group were made out, the directors took reasonable steps to ascertain
that action had been taken in relation to the writing off of bad debts and financing and the making of provision
for doubtful debts and financing, and had satisfied themselves that all known bad debts and financing had been written
off and that adequate provisions had been made for bad and doubtful debts and financing.
At the date of this report, the directors are not aware of any circumstances which would render the amount written
off for bad debts and financing, or the amount of the provision for bad and doubtful debts and financing, in the accounts
of the Bank and of the Group inadequate to any substantial extent.
CURRENT ASSETS
Before the accounts of the Bank and of the Group were made out, the directors took reasonable steps to ascertain
that any current assets, other than debts and financing, which were unlikely to realise their value as shown in the
accounting records of the Bank and of the Group in the ordinary course of business have been written down to an
amount which they might be expected to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed
to the current assets in the accounts of the Bank and of the Group misleading.
VA L U AT I O N METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence
to the existing methods of valuation of assets or liabilities in the accounts of the Bank and of the Group misleading
or inappropriate.
52 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
No contingent or other liability of the Bank and of the Group has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or
may substantially affect the ability of the Bank and of the Group to meet their obligations as and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report
or the accounts, that would render any amount stated in the accounts of the Bank and of the Group misleading.
ITEMS OF AN UNUSUAL N AT U R E
The results of operations of the Bank and of the Group for the financial year were not, in the opinion of the directors,
substantially affected by any item, transaction or event of a material and unusual nature.
Other than the uncertainties resulting from the economic slowdown, there has not arisen in the interval between
the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature
likely to affect substantially the results of operations of the Bank and of the Group for the financial year in which
this report is made.
The names of the directors of the Bank in office since the date of the last report and at the date of this report are:
YBhg Tan Sri Osman S Cassim (Chairman)
YBhg Dato’ Tan Teong Hean (Chief Executive Director)
YBhg Dato’ Dr. Yahya bin Ismail
YBhg Dato’ Dr. Mohammad Abdus Salim bin Cassim
Sim Kee Boon
Lim Pak Tow
Dr. Maisarah bte Abdullah
Dr. Maisarah bte Abdullah retires by rotation under Article 116 of the Bank’s Articles of Association and, being eligible,
offers herself for re-election.
YBhg Dato’ Dr. Yahya bin Ismail and Mr Lim Pak Tow retire pursuant to Section 129 of the Companies Act, 1965
and resolutions will be proposed for their re-appointment as directors under the provision of Section 129 (6) of the
said Act to hold office until the next Annual General Meeting of the Bank.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 53
According to the Register of Directors’ Shareholdings maintained by the Bank in accordance with Section 134 of
the Companies Act, 1965, the directors’ beneficial interests in the shares and warrants of the Bank and its related
corporations are as follows:
Number of ordinary shares of RM1 each
As at As at
1.1.1998 Additions Disposals 31.12.1998
By virtue of their shareholdings in the Bank, the above directors are deemed to have beneficial interest in the shares
of its subsidiary companies.
Number of warrants
As at As at
1.1.1998 Additions Disposals 31.12.1998
YBhg Dato’ Dr. Yahya bin Ismail – direct 2,149,933 – 502,077 1,647,856
– indirect 324,595 – – 324,595
Each warrant entitles the holder to subscribe for one new ordinary share of RM1 each in the Bank at any time during
the exercise period. The exercise period is from 18 June 1997 to 17 June 2001.
54 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the directors of the Bank has received or become entitled to
receive any benefit (other than the benefit included in the aggregate amount of emoluments received or due and
receivable by directors shown in the accounts, or the fixed salary of a full-time employee of the Bank) by reason of
a contract made by the Bank or a related corporation with the director or with a firm of which the director is a
member, or with a company in which the director has a substantial financial interest.
Neither at the end of the financial year nor at any time during the financial year did there subsist any arrangements
to which the Bank was a party whereby directors might acquire benefits by means of the acquisition of shares in,
or debenture of, the Bank or any other body corporate.
SIGNIFICANT EVENTS
In addition to the shares transferred from the Bank, Invester S.A.R.L. also transferred its shareholding in Banco
Austral S.A.R.L. of 29.4% to IIAL. Consequently, IIAL has a total of 60% equity interest in Banco Austral S.A.R.L..
Banco Austral S.A.R.L. became an indirect subsidiary company of the Bank and its accounts are consolidated
with the accounts of the Bank for the current financial year.
(ii) The Bank obtained the approvals from Bank Negara Malaysia and other relevant authorities for the proposed
amalgamation of the finance business of the Bank’s wholly-owned subsidiary company, Southern Finance Company
Berhad (SFCB), with that of the Bank. The Bank also obtained a court vesting order for the takeover by the
Bank of all assets and liabilities of SFCB pursuant to the amalgamation.
AUDITORS
The auditors, Messrs. Kassim Chan & Co., have indicated their willingness to continue in office.
During the year, a further contraction in the domestic economy led to an easing of interest rates to address deflationary
pressures.
The Group responded by focussing on the better cost management which led to lower expenses.
In a continuing drive to raise productivity, with the amalgamation of its business, 11 branches of the finance subsidiary
were closed-down. Staff level was also reduced substantially through a voluntary separation scheme.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 55
Leveraging on the strength of the Bank’s balance sheet and management, on a selective basis, the Bank expanded its
business in the markets where it has a niche. The Group’s loan growth, at 15.8% reflects its belief that its balance
sheet growth should not be at the expense of asset quality.
Looking ahead, we will continue to focus on the cost discipline, better operation efficiency and improved risk management.
Our solid business franchise, a superior risk weighted capital ratio of 19.85%, and the depth of management, positions
the Group strategically to take advantage of opportunities amidst crises and to gain significantly as the economy recovers.
The Bank has completed the renovation and implementation of the critical systems supporting the core banking business
including Branch Teller System, Deposit System, Loans System, General Ledger System, ATM System, Funds Transfer
System and Credit Card System.
The Bank is in the midst of renovating the marginal or less critical systems. The Bank is also conducting testing with
external parties like VISA, MasterCard and MEPS. We expect all the systems to be fully Y2K compliant by June 1999.
The Bank has initiated actions to ensure that customers, business partners and service providers are Y2K compliant.
The necessary contingency plans have also been developed to ensure that operations will run smoothly on the critical
dates.
To date, progress of our compliance efforts remains on schedule and the Bank is confident that the Y2K issue will
not disrupt business processes which are vital to its operations.
Kuala Lumpur
31 March 1999
56 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Balance Sheets
as at 31 December 1998
ASSETS
Cash and short-term funds 3 222,415 534,022 222,806 622,696
Securities purchased under
resale agreements – – 5,692 651
Deposits and placements with
financial institutions 4 78,897 123,816 98,366 179,052
Dealing securities 5 156,478 292,941 160,220 313,082
Investment securities 6 1,497,037 1,260,385 1,653,395 1,421,292
Loans, advances and financing 7 5,150,571 4,472,723 6,067,600 5,437,417
Other assets 8 227,264 172,757 356,687 236,738
Statutory deposits with
Bank Negara Malaysia 9 185,829 725,170 215,149 841,250
Investment in subsidiary companies 10 250,307 229,520 – –
Investment in associated company 11 – 14,001 – 17,019
Fixed assets 12 70,849 73,545 274,170 129,575
Goodwill on consolidation – – 21,043 4,704
COMMITMENTS AND
CONTINGENCIES 29 4,932,239 6,177,521 5,255,664 6,372,591
1998 1997
RM’000 RM’000
1998 1997
RM’000 RM’000
1998
RM’000
ANALYSIS OF NET ASSETS OF SUBSIDIARY
COMPANY ACQUIRED DURING THE FINANCIAL YEAR
Cash and short-term funds 34,136
Deposits and placement with financial institutions 139,480
Investment securities 11,448
Loans, advances and financing 199,947
Other assets 99,307
Fixed assets 118,565
Deposits from customers (461,949)
Deposits and placement of banks and other financial institutions (5,870)
Bills and acceptances payable (14,452)
Other liabilities (104,585)
Satisfied by cash –
Cash and cash equivalents acquired 34,136
1. BASIS OF P R E PA R AT I O N
The financial statements of the Bank and of the Group have been prepared in compliance with the Companies
Act, 1965, modified to comply with the Principles of Syariah, the applicable approved accounting standards of
Malaysian Accounting Standards Board and BNM/GP8: Guidelines on the Specimen Financial Statements for
the Banking Industry.
All significant intercompany transactions and balances have been eliminated on consolidation.
Customers’ accounts of the foreign bank subsidiary company, Banco Austral S.A.R.L. (formerly known
as Banco Popular de Desenvolvimento), are classified as non-performing where repayments are in arrears
for 1 month or more for all loans and advances in accordance with the rules of the Bank of Mozambique.
Interest income on non-performing loans and advances is recognised on a cash basis except for loans to
the Government of Mozambique and loans secured on real estate which is accrued.
In previous financial year, trade bills, bankers’ acceptances and trust receipt were classified as non-performing
14 days after their maturity dates.
Loan arrangement fees, commissions, guarantee fees and dividends from investment securities are recognised
on a cash basis.
Income from Islamic banking (SPI) is recognised on a cash basis in accordance with the Syariah principles.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 61
A general provision based on a percentage of the loan and financing portfolio is also made to cover possible
losses which are not specifically identified.
An uncollectible loan and financing or portion of a loan and financing classified as bad is written off after
taking into consideration the realisable value of collateral, if any, when in the judgement of the management,
there is no prospect of recovery.
Conversely, obligation on securities sold under repurchase agreements are securities which the Group has
sold from its portfolio, with a commitment to repurchase at future dates. Such financing transactions and
the obligation to repurchase the securities are reflected as a liability on the balance sheet.
Transfers, if any, between dealing and investment securities are made at the lower of cost and market value.
Malaysian Government securities, Malaysian Government investment issues, Cagamas and Danamodal bonds,
other Government securities and Bank Guaranteed Private Debt Securities held for investment are stated
at cost adjusted for amortisation of premium or accretion of discount to maturity date. Other Private Debt
Securities are valued at the lower of cost and market value. Long-term investments in quoted shares are
stated at cost less provision for diminution in value. Provision is made for any permanent diminution in
value of such investments as determined on an individual basis.
Transfers, if any, between investment and dealing securities are made at the lower of carrying value and
market value.
Investment in subsidiary companies is stated at cost in the accounts of the Bank and a provision for diminution
in value is made when the directors consider that there is a permanent diminution in the value of such
investment.
62 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Investment in associated company is stated at cost less provision for diminution in value of investment
of a permanent nature, if any, in the Bank’s financial statements. In the consolidated financial statements,
the results of associated company is accounted for under the equity method based on management accounts
whereby the Group’s share of post acquisition profits less losses of associated company is included in the
consolidated profit and loss account and the Group’s interest in the associated company is stated at cost
plus adjustments to reflect changes in the Group’s share of the net assets of the associated company in
the consolidated balance sheet.
(j) Depreciation
Freehold land is not depreciated. Leasehold land is depreciated on a straight-line basis over the period
of the lease. Other fixed assets are depreciated on a straight-line basis over their estimated useful lives. The
principal annual rates are:-
Buildings 2.5%
Office equipment, furniture, fittings and renovations 10.0% – 20.0%
Computer equipment and software 10.0% – 50.0%
Motor vehicles 20.0%
Leases which do not meet such criteria are classified as operating leases and the related rentals are charged
to profit and loss account as incurred.
Interest income or interest expense associated with interest rate swaps that qualify as hedges is recognised
over the life of the swap agreement as a component of interest income or interest expense. Gains and
losses on interest rate futures contracts that qualify as hedges are generally deferred and amortised over
the life of the hedged assets or liabilities as adjustments to interest income or interest expense.
Gains and losses on interest rate swaps and futures contracts that do not qualify as hedges are recognised
in the current year using the mark-to-market method, and are included in the net result from dealing
securities.
For the purpose of consolidation, the financial statements of associated/subsidiary company expressed in
foreign currency are translated into Ringgit Malaysia at the rates of exchange ruling at the balance sheet
date. Gains or losses arising on translation into Ringgit Malaysia are taken up in the exchange fluctuation
reserve. Translation losses in excess of amount in the exchange fluctuation reserve, if any, is taken up in
the profit and loss account.
Timing differences which give rise to net deferred tax benefits are generally not recognised except for
the tax effects which arise from the difference in the recognition of amortisation of premiums, unrealised
loss on securities and interest income suspended for tax and accounting purposes.
(q) Goodwill
Goodwill arising on consolidation represents the excess of the purchase price over the fair value of the
net assets of the subsidiary company at the date of acquisition and is amortised over twenty-five years
in compliance with the recommendation of Malaysian Accounting Standard No. 6,“Accounting For Goodwill”.
5. DEALING SECURITIES
6. INVESTMENT SECURITIES
Unquoted shares:
In Malaysia 3,885 3,885 12,302 12,302
Outside Malaysia – – 25,962 –
Included under provision for bad and doubtful debts and financing, and interest-in-suspense of the Group in
1997 is an amount of RM0.12 million and RM0.31 million respectively which relates to loans and advances
of Eu Finance Berhad taken over in 1990 by the finance subsidiary company under a rescue scheme sponsored
by Bank Negara Malaysia.
Specific provision for doubtful debts and financing is made by the Bank and its finance subsidiary company
for non-performing accounts in compliance with Bank Negara Malaysia’s guidelines, BNM/GP3 (Revised 1998),
“Guidelines on Classifications of Non-performing Loans and Provision for Bad and Doubtful Debts and Financing”,
generally as follows:
(a) at 20% of the estimated uncollateralised portion of the accounts which are in arrears for 6 months but
less than 9 months;
(b) at 50% of the estimated uncollateralised portion of the accounts which are in arrears for 9 months but
less than 12 months; and
(c) at 100% of the estimated uncollateralised portion of the accounts which are in arrears for 12 months and
above
In previous financial year, the specific provision was made for non-performing accounts at 50% of the estimated
uncollateralised portion of the accounts in arrears for 6 months but less than 12 months, and at 100% of the
estimated uncollateralised portion of the accounts in arrears for 12 months and above.
Specific provision for doubtful debts is made by the foreign bank subsidiary company, Banco Austral S.A.R.L.
(formerly known as Banco Popular de Desenvolvimento) in accordance with the rules of Bank of Mozambique
calculated on a percentage basis depending on the period the accounts are past due.
(i) The maturity structure of loans, advances and financing are as follows:
(ii) Loans, advances and financing analysed by their economic purposes are as follows:
(iii) Movements in non-performing loans and financing including interest receivables (NPL) are as follows:
The Bank The Group
1998 1997 1998 1997
RM’000 RM’000 RM’000 RM’000
(iv) Movements in provision for bad and doubtful debts and financing and interest-in-suspense accounts are
as follows:
The Bank The Group
1998 1997 1998 1997
RM’000 RM’000 RM’000 RM’000
Interest-in-suspense (IIS)
Balance as at 1 January 21,449 26,062 37,085 40,241
Provisions made during the year 91,736 26,116 147,348 43,166
Amount written-back in respect of
recoveries (35,354) (13,570) (51,920) (25,023)
Amount written-off (7,018) (17,159) (26,716) (21,299)
IIS of subsidiary company
acquired during the year – – 32,109 –
Currency translation difference – – (2,717) –
8. OTHER ASSETS
The Deferred Asset net of recoveries of RM75.4 million (1997: RM66.1 million) represents the net consideration
incurred by the finance subsidiary company relating to the takeover in 1990 of business operations, assets and
liabilities of Eu Finance Berhad (a finance company) pursuant to a Rescue Scheme of Arrangement sponsored
by Bank Negara Malaysia.This amount has been fully amortised to the profit and loss account during the financial
year.
The non-interest bearing statutory deposits are maintained with Bank Negara Malaysia in compliance with Section
37(1) (c) of the Central Bank of Malaysia Ordinance 1958 (Revised – 1994), the amounts of which are determined
at set percentages of total eligible liabilities.
The Bank
1998 1997
RM’000 RM’000
250,307 229,520
During the financial year, SBB Futures Sdn. Bhd. (SBBF), a subsidiary company of the Bank, ceased operations
effective 1 September 1998. A provision for diminution in value of investment in SBBF has been made in the
accounts of the Bank.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 71
The subsidiary companies of the Bank, all of which are incorporated in Malaysia except as stated otherwise,
are as follows:
Effective Percentage
of Equity
1998 1997
Direct Subsidiary Companies Principal Activities % %
Southern Finance Company Berhad Accepting deposits and advancing loans 100 100
Southern Nominees (Tempatan) Sdn. Bhd. Providing nominee services (local) 100 100
Southern Nominees (Asing) Sdn. Bhd. Providing nominee services (foreign) 100 100
– Dormant
S.B. Properties Sdn. Bhd. Property ownership and management 100 100
S.B. Venture Capital Corporation Providing risk capital 100 100
Sdn. Bhd.
SBB Asset Management Sdn. Bhd. Investment and asset management 100 100
SBB Capital Markets Sdn. Bhd. Investment holding 100 100
SBB Unit Trust Management Berhad Sale and management of unit trusts 100 100
SBB Futures Sdn. Bhd. Trading in futures and options 100 100
– Dormant
Investil – Investimentos Associados Investment holding 51 –
Limitada* (incorporated in the
Republic of Mozambique)
* The accounts of these subsidiary companies were audited by auditors other than the auditors of the Bank.
72 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
The auditors’ report on the accounts of Banco Austral S.A.R.L., a company incorporated in the Republic of
Mozambique, was qualified as follows:
(a) the auditors were unable to determine the fairness of, or adjustments, if any, that is necessary for the following:
(i) a deposit of RM22.5 million (Mts73,025 million) which could not be reconciled to the amount
of RM27.4 million (Mts89,000 million) reported by the central bank of Mozambique; and
(ii) an inter-branch account balance of RM13.1 million (Mts42,644 million), of which about RM8.3
million was cleared in January 1999; and
(b) an overstatement of profit resulting from the deferment of provision for doubtful loans amounting to
approximately RM25.3 million (Mts81,973 million) which is to be charged to the profit and loss accounts
of Banco Austral S.A.R.L. over four years.
The said deferred provision however has been adjusted for in the consolidated accounts of the Group.
During the financial year, the Bank transferred its 30.6% equity interest in its then associated company, Banco
Austral S.A.R.L. (formerly known as Banco Popular de Desenvolvimento), a bank incorporated in the Republic
of Mozambique to Investil – Investimentos Associados Limitada (IIAL), a private company incorporated in the
Republic of Mozambique, in return for 51% interest in the capital of IIAL.
In addition to the shares transferred from the Bank, Invester S.A.R.L. also transferred its shareholding in Banco
Austral S.A.R.L. of 29.4% to IIAL. Consequently, IIAL has a total of 60% equity interest in Banco Austral S.A.R.L..
Banco Austral S.A.R.L. became an indirect subsidiary company of the Bank and its accounts are consolidated
with the accounts of the Bank for the current financial year.
– 14,001 – 17,019
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 73
The associated company of the Bank in 1997 is Banco Austral S.A.R.L. (formerly known as Banco Popular
de Desenvolvimento), a bank incorporated in the Republic of Mozambique, in which the Bank has a 30.6%
equity interest.
During the financial year, the Bank acquired a 51% interest in Investil – Investimentos Associados Limitada (IIAL),
a private company incorporated in the Republic of Mozambique, following the transfer of its equity interest
in Banco Austral S.A.R.L. as explained in Note 10. Also during the financial year, Banco Austral S.A.R.L. became
a 60% owned subsidiary company of IIAL and therefore an indirect subsidiary company of the Bank.
Balance As Balance As At
At 1 January Additions Disposals Write-off 31 December
RM’000 RM’000 RM’000 RM’000 RM’000
The Bank
1998
Cost
Freehold land and buildings 1,515 – – – 1,515
Office equipment,
furniture, fittings and
renovations 34,719 1,236 (8) (577) 35,370
Computer equipment
and software 86,358 11,988 (409) (2,002) 95,935
Motor vehicles 8,668 20 (150) (2) 8,536
Accumulated Depreciation
Freehold land and buildings 395 20 – – 415
Office equipment, furniture,
fittings and renovations 17,695 2,931 (3) (533) 20,090
Computer equipment
and software 37,212 11,097 (301) (1,971) 46,037
Motor vehicles 2,413 1,698 (145) (1) 3,965
Balance As Balance As At
At 1 January Additions Disposals Write-off 31 December
RM’000 RM’000 RM’000 RM’000 RM’000
The Bank
1997
Cost
Freehold land and buildings 1,515 – – – 1,515
Office equipment,
furniture, fittings and
renovations 31,363 4,654 (32) (1,266) 34,719
Computer equipment
and software 66,703 19,826 (19) (152) 86,358
Motor vehicles 5,418 4,821 (1,571) – 8,668
Accumulated Depreciation
Freehold land and buildings 375 20 – – 395
Office equipment, furniture,
fittings and renovations 16,241 2,647 (22) (1,171) 17,695
Computer equipment
and software 28,618 8,751 (12) (145) 37,212
Motor vehicles 2,443 1,190 (1,220) – 2,413
1998 1997
RM’000 RM’000
70,849 73,545
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 75
The Group
1998
Cost
Freehold land and
buildings 32,950 35,528 – (281) 101,603 (8,598) 161,202
Leasehold land and
buildings
– less than 50 years 2,152 – – – – – 2,152
– 50 years or more 7,827 1 – – – – 7,828
Office equipment,
furniture, fittings
and renovations 49,929 7,837 (15) (1,073) 16,759 (1,418) 72,019
Computer equipment
and software 97,292 16,825 (714) (2,092) 5,658 (479) 116,490
Motor vehicles 13,968 1,295 (273) (2) 12,180 (1,031) 26,137
Accumulated Depreciation
Freehold land and
buildings 1,258 1,779 – – 7,688 (650) 10,075
Leasehold land and
buildings
– less than 50 years 735 56 – – – – 791
– 50 years or more 923 143 – – – – 1,066
Office equipment,
furniture, fittings
and renovations 24,360 5,455 (7) (915) 5,131 (433) 33,591
Computer equipment
and software 43,325 13,746 (449) (2,042) 1,528 (130) 55,978
Motor vehicles 3,942 3,359 (153) (1) 3,288 (278) 10,157
Accumulated Depreciation
Freehold land and
buildings 1,167 91 – – – – 1,258
Leasehold land and
buildings
– less than 50 years 679 56 – – – – 735
– 50 years or more 779 144 – – – – 923
Office equipment,
furniture, fittings
and renovations 21,510 4,318 (31) (1,437) – – 24,360
Computer equipment
and software 33,508 10,042 (12) (213) – – 43,325
Motor vehicles 3,636 1,901 (1,551) (44) – – 3,942
61,279 16,552 (1,594) (1,694) – – 74,543
1998 1997
RM’000 RM’000
Net Book Value
Freehold land and buildings 151,127 31,692
Leasehold land and buildings
– less than 50 years 1,361 1,417
– 50 years or more 6,762 6,904
Office equipment, furniture, fittings and renovations 38,428 25,569
Computer equipment and software 60,512 53,967
Motor vehicles 15,980 10,026
274,170 129,575
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 77
(i) The maturity structure of fixed deposits and negotiable instruments of deposits are as follows:
Due within six months 3,431,165 3,092,857 3,778,982 3,488,575
Six months to one year 346,064 372,008 432,941 572,449
One year to three years 35,985 69,435 56,391 83,365
Three years to five years 110 781 3,421 1,584
Balance as at 1 January – – – –
Provision made during the year 272 – 272 –
Amount written-back in respect of
recoveries (218) – (218) –
Balance as at 31 December 54 – 54 –
Pursuant to a trust deed dated 13 June 1996, the Bank issued RM300 million nominal value 5.5% redeemable
unsecured subordinated bonds 1996 – 2001 with 53,292,750 detachable warrants at 100% of the nominal value
of the bonds to a primary subscriber on a bought deal basis. The detachable warrants were offered for sale by
the primary subscriber to the shareholders of the Bank at an offer price of RM0.767 per warrant on the basis
of one warrant for every four ordinary shares held in the Bank.
16. 5 . 5 % R E D E E M A B L E U N S E C U R E D S U B O R D I N AT E D B O N D S 1 9 9 6 – 2 0 0 1 ( C O N T ’ D . )
The bonds qualify as Tier-2 capital for the purpose of determining the Capital Adequacy Ratio of the Bank
and is subordinated to all other general creditors.
Consequential to the Bank’s bonus issue in December 1996 of 106,585,500 new ordinary shares of RM1 each,
the number of warrants in issue were adjusted from 53,292,750 to 79,939,125 warrants and the subscription
price for the Bank’s ordinary shares of RM1 each was adjusted from RM5.70 to RM3.80 per share, in accordance
with condition 3A(ii) of the Second Schedule of the Deed Poll. Also, consequential to the Bank’s bonus issue
in November 1997 of 159,890,153 new ordinary shares of RM1 each and the rights issue in December 1997
of 239,835,230 new ordinary shares of RM1 each, the number of warrants in issue were further adjusted from
79,939,125 to 139,423,286 warrants, after taking into account warrants already exercised, and the subscription
price was adjusted from RM3.80 to RM2.18 per share, in accordance with condition 3A(ii) and (iv) of the
Second Schedule of the Deed Poll.
The movements in the number of warrants during the financial year are as follows:
The Bank
1998 1997
The Bank
1998 1997
RM’000 RM’000
Authorised:
Balance as at 1 January 2,000,000 500,000
Created during the year – 1,500,000
During the financial year, no warrants were exercised to subscribe for new ordinary shares of RM1.00 each
of the Bank.
18. RESERVES
Share Premium
Balance as at 1 January 200,396 39,664 200,396 39,664
Capitalisation for bonus issue – (39,539) – (39,539)
Arising from rights issue – 203,927 – 203,927
Share issue expenses – (3,656) – (3,656)
Provision for share issue expenses
no longer required 1,023 – 1,023 –
Statutory Reserve
Balance as at 1 January 100,807 180,861 132,896 205,690
Capitalisation for bonus issue – (120,351) – (120,351)
Acquisition – – 4 –
Transfer from profit and loss account 36,394 40,297 36,394 47,557
Capital Reserve
Balance as at 1 January – – 16,000 16,000
Other Reserve
Balance as at 1 January – – – –
Movement during the year – – 1,086 –
Fee income:
Commissions 6,349 7,294 35,273 36,079
Service charges and fees 9,636 15,548 19,905 24,691
Guarantee fee 3,042 3,359 4,934 3,359
Other fee income 29,432 36,667 29,228 36,085
Investment income:
Net profit/(loss) from dealing
securities 1,604 (2,705) 1,423 (15,306)
Gain/(loss) on sale of investment securities 1,339 (8,442) 1,998 (7,375)
Outside Malaysia:
Investment securities 1,062 813 1,062 813
Other income:
Foreign exchange gain 8,572 7,285 19,911 7,286
Rental income 257 295 765 718
Gain on disposal of fixed assets 46 750 56 904
Net profit/(loss) on sale of unit trusts – – (304) 5,836
Gain on disposal of foreclosed properties 11 143 241 356
Other operating income 7,446 7,161 8,509 7,396
Subsidiary Companies
1998 1997
RM’000 RM’000
Income
Interest on fixed deposit 6,669 3,055
Interest on advances 12,698 4,248
Dividend income 4,968 11,446
Management fees 2,390 1,300
Others 897 1,047
27,622 21,096
Expenditure
Interest on fixed deposit 1,082 1,566
Interest on advances 5,866 2,999
Management fees 753 465
Rental of premises and equipment 13,483 12,790
Others 1,510 1,857
22,694 19,677
314,043 106,507
Amount due to
Deposits and borrowings 67,273 54,500
Others 3,427 510
70,700 55,010
86 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
The estimated cash value of benefits-in-kind received but not included in the above amounted to RM67,200
(1997: RM68,007).
26. TA X AT I O N
The charge for taxation, which is based on the profit for the year, comprises:
The Bank The Group
1998 1997 1998 1997
RM’000 RM’000 RM’000 RM’000
The tax charge for the Bank and the Group reflects an effective tax rate which is higher than the statutory income
tax rate as certain charges and provisions are not considered deductible for tax purposes.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 87
27. DEFERRED TA X AT I O N
– – (3,624) –
The basic earnings per share have been calculated based on the Group’s profit after taxation and minority interests
of RM37.2 million (1997: RM83.4 million) and on the number of 719,505,689 (1997: on the weighted average
of 480,308,496) ordinary shares of RM1 each in issue during the financial year.
The fully diluted earnings per share are not shown for 1998 as there is an anti-dilution on the earnings per
share, after taking into account the assumed conversion of the outstanding warrants during the financial year.
The fully diluted earnings per share are not shown for 1997 as the dilution on the earnings per share after taking
into account of the assumed conversion of the outstanding warrants during the financial year is immaterial.
88 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
In the normal course of business, the Bank and its finance subsidiary company make various commitments and
incur certain contingent liabilities with legal recourse to their customers. No material losses are anticipated
as a result of these transactions.
The Bank
Direct credit substitutes 109,474 109,474 93,937 93,937
Certain transaction-related
contingent items 111,424 55,712 167,389 83,695
Short-term self-liquidating trade-
related contingencies 24,613 4,923 65,994 13,199
Housing loans sold directly and
indirectly to Cagamas Berhad 352,211 352,211 324,858 324,858
Irrevocable commitments to extend credit:
– maturity exceeding one year 478,469 239,235 675,040 337,520
– maturity not exceeding one year 3,468,052 – 3,762,530 –
Foreign exchange related contracts
– less than one year 288,709 35,615 1,057,201 119,537
Interest rate related contracts
– one year to less than five years 50,000 1,000 – –
Miscellaneous commitments and
contingencies 49,287 9,857 30,572 6,114
1998 1997
Credit Credit
Principal Equivalent Principal Equivalent
Amount Amount Amount Amount
RM’000 RM’000 RM’000 RM’000
The Group
Direct credit substitutes 110,961 110,961 95,599 95,599
Certain transaction-related
contingent items 116,424 58,212 167,389 83,695
Short-term self-liquidating trade-
related contingencies 42,325 8,465 65,994 13,199
Housing loans sold directly and
indirectly to Cagamas Berhad 394,720 394,720 339,498 339,498
Irrevocable commitments toextend credit:
– maturity exceeding one year 529,445 264,661 849,242 424,621
– maturity not exceeding one year 3,528,443 – 3,767,096 –
Foreign exchange related contracts
– less than one year 288,709 35,615 1,057,201 119,537
Interest rate related contracts
– one year to less than five years 50,000 1,000 – –
Miscellaneous commitments and
contingencies 194,637 38,927 30,572 6,114
5,255,664 912,561 6,372,591 1,082,263
Housing loans sold to Cagamas Berhad are administered by the Bank and its finance subsidiary company. The Bank
and its finance subsidiary company are committed to buy back any loans which are regarded as delinquent.
Foreign exchange and interest rate related contracts are subject to market risk and credit risk:
Market Risk
Market risk is the potential change in value caused by movement in market rates or prices. The contractual
amounts stated above provide only a measure of involvement in these types of transactions and do not represent
the amounts subject to market risk. Exposure to market risk may be reduced through off-setting on and off-
balance sheet positions. As at the end of 1998, the amount of contracts which were not hedged and, hence,
exposed to market risk was RM0.7 million (1997: RM23.7 million).
Credit Risk
Credit risk arises from the possibility that a counterparty may be unable to meet the terms of a contract in
which the Bank has a gain position. As at the end of 1998, the amounts of credit risk, measured in term of
the cost to replace the profitable contracts, was RM37.4 million (1997: RM86.4 million).This amount will increase
or decrease over the life of the contracts, mainly as a function of maturity dates and market rates or prices.
The stockbroking subsidiary company, SBB Securities Sdn. Bhd., is contingently liable for an unsecured guarantee
of RM5 million (1997: RM5 million) given to a local bank in respect of standby credit facilities extended to
SCANS.
90 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Non-cancellable long-term operating lease commitments of the Bank and of the Group in respect of rental
of premises and equipment are as follows:
The Bank The Group
1998 1997 1998 1997
RM’000 RM’000 RM’000 RM’000
Capital expenditure approved by the directors but not provided for in the accounts are as follows:
The Bank The Group
1998 1997 1998 1997
RM’000 RM’000 RM’000 RM’000
Capital expenditure:
Contracted for 1,053 3,909 40,293 40,379
Authorised but not contracted for 199 500 3,718 500
Tier-1 capital
Paid-up share capital 719,506 719,506
Share premium 201,419 200,396
Other reserves 240,176 190,806
Tier-2 capital
Subordinated bonds 120,000 180,000
General provision for bad and doubtful debts and financing 82,749 73,026
The Bank
1998 1997
RM’000 RM’000
Capital Ratios:
Core capital ratio 18.83% 20.34%
Risk-weighted capital ratio 18.83% 20.34%
33. SEGMENT A N A LY S I S
The analysis by activity of the Group’s operations for the year ended 31 December are as follows:
Operating Profit Before Assets
Revenue Taxation Employed
By Activity RM’000 RM’000 RM’000
1998
Banking 908,517 122,626 8,413,062
Finance 119,521 (12,924) 802,713
Share broking and fund management 22,700 (20,049) 120,171
Others 24,531 (1,790) 60,564
1997
Banking 714,135 121,021 7,899,416
Finance 136,574 15,019 1,450,724
Share broking and fund management 38,728 (2,204) 221,564
Others 31,345 10,565 58,295
By Geographical Location
1998
Malaysia 931,110 67,806 8,482,516
Overseas 85,975 10,683 592,612
1997
Malaysia 867,827 121,226 9,186,457
Overseas – 975 17,019
34. C O M PA R AT I V E S
Certain accounts in 1997 have been reclassified to conform with their presentation in 1998, which is in compliance
with Bank Negara Malaysia’s guidelines on the presentation of financial statements.
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 93
The state of affairs as at 31 December 1998 and the results for the year ended on that date under SPI of the
Bank which are incorporated in the accounts of the Bank and of the Group are as follows:
ASSETS
Cash and short-term funds i 8,702 21,415
Dealing securities ii 94,397 1,416
Loans, advances and financing iii 11,064 1,552
Fixed assets iv 103 100
Other assets v 383 1,013
Deposits with Bank Negara Malaysia 2,441 772
Cash and balances with banks and other financial institutions 3,701 1,336
Money at call and deposit placements maturing within one month 5,001 20,079
8,702 21,415
11,232 1,576
Loans, advances and financing analysed by their economic purposes are as follows:
The Bank and The Group
1998 1997
RM’000 RM’000
Construction 8 –
Housing 11,217 1,576
Consumption credits 7 –
11,232 1,576
96 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Movements in the provision for bad and doubtful debts and financing are as follows:
The Bank and The Group
1998 1997
RM’000 RM’000
General Provision
Balance as at 1 January 24 –
Provisions made during the year 144 24
Cost
1998
Office equipment, furniture,
fittings and renovations 98 – (3) 95
Computer equipment and software 17 19 – 36
Accumulated Depreciation
Office equipment, furniture,
fittings and renovations 12 10 – 22
Computer equipment and software 3 3 – 6
15 13 – 28
Cost
1997
Office equipment, furniture,
fittings and renovations 112 9 (23) 98
Computer equipment and software 14 7 (4) 17
Balance As Balance As At
At 1 January Additions Adjustment* 31 December
The Bank and The Group RM’000 RM’000 RM’000 RM’000
Accumulated Depreciation
Office equipment, furniture,
fittings and renovations 3 10 (1) 12
Computer equipment and software 1 2 - 3
4 12 (1) 15
103 100
v. Other Assets
The Bank and The Group
1998 1997
RM’000 RM’000
16,569 2,098
50,504 18,059
37,534 3,104
Taxation 200 –
Zakat 14 –
Other liabilities 477 109
691 109
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 99
28,361 4,996
x. Income
The Bank and The Group
1998 1997
RM’000 RM’000
2,012 315
Details of the income derived from investment of depositors’ funds and funds allocated from Head Office
are as follows:
1998 1997
Depositors’ Depositors’
Funds IBF Funds IBF
RM’000 RM’000 RM’000 RM’000
Investment income:
Net profit from dealing securities 2,200 178 413 74
Fee income:
Service charges and fees 2 – – –
2 – – –
Other income:
Other non-operating income – – – 3
– – – 3
2,862 231 427 80
100 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
General provision for bad and doubtful debts and financing 144 24
1,300 612
Irrevocable commitments to
extend credits:
– maturity exceeding one year 25,002 12,501 845 423
36. CREDIT R AT I N G
On 20 July 1998, the rating of the Bank and its RM300 million 5.5% Redeemable Unsecured Subordinated
Bonds (1996/2001) were reaffirmed by Rating Agency Malaysia Berhad as follows:
July 1998 July 1997
Long-term rating A1 A1
Short-term rating P1 P1
Rating for RM300 million 5.5% Redeemable
Unsecured Subordinated Bonds 1996/2001 A2 A2
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 101
Statement by Directors
The directors of SOUTHERN BANK BERHAD state that, in their opinion, the accounts set out on pages 56 to
100 are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting
standards in Malaysia so as to give a true and fair view of the state of affairs of the Bank and of the Group at 31
December 1998 and of the results of the Bank and of the Group and the cash flows of the Group for the year ended
on that date.
Kuala Lumpur
31 March 1999
Statutory Declaration
I, NG GEK SIU, being the officer primarily responsible for the financial management of SOUTHERN BANK BERHAD,
do solemnly and sincerely declare that the accounts set out on pages 56 to 100 are, in my opinion, correct and
I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the
Statutory Declarations Act, 1960.
Before me,
We have audited the accompanying balance sheets as of 31 December 1998, the related profit and loss accounts and
consolidated cash flow statement, together with the notes thereto, for the year then ended. These accounts are the
responsibility of the Bank’s directors. Our responsibility is to express an opinion on these accounts based on our audit.
We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require that
we plan and perform the audit to obtain reasonable assurance about whether the accounts are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An
audit also includes assessing the accounting principles used and significant estimates made by the directors, as well
as evaluating the overall accounts presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the abovementioned accounts are properly drawn up in accordance with the provisions of the Companies Act,
1965 and the applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the state of affairs of the Bank and of the Group as of 31 December 1998 and of the results of the Bank
and of the Group and the cash flows of the Group for the year ended on that date; and
(ii) the matters required by Section 169 of the Act to be dealt with in the accounts and consolidated accounts;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Bank and by the subsidiary
companies of which we have acted as auditors have been properly kept in accordance with the provisions of
the Act.
We have considered the accounts and the auditors’ reports of the subsidiary companies of which we have not acted
as auditors as indicated in Note 10 to the accounts, being accounts that have been included in the consolidated accounts.
We are satisfied that the accounts of the subsidiary companies that have been consolidated with the accounts of the
Bank are in form and content appropriate and proper for the purposes of the preparation of the consolidated accounts,
and we have received satisfactory information and explanations as required by us for these purposes.
The auditors’ reports on the accounts of the subsidiary companies were not subject to any qualification except as
indicated in Note 10 to the accounts and did not include any comment made under sub-section 3 of Section 174
of the Act.
Kuala Lumpur
31 March 1999
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 103
Location Description Existing Land Area Tenure No. of Expiry Age of Net Book
Use (Sq. Meters) Years Date Building Value
(Years) (RM)
Kedah
No. 1564, 4 1/2 Storey Branch & 393 Leasehold 60 25/11/2023 16 1,036,911.55
Jalan Kota, 0500 Alor Setar Building Tenanted
Melaka
No. 110, Jalan Bendahara, 2 Storey Branch 1335 Freehold – – 71 1,444,197.80
75100 Melaka Building
Negeri Sembilan
No. 111 & 113, Jalan Yam 5 Storey Branch & 357 Freehold – – 1 2,297,008.27
Tuan, 70000 Seremban Building Tenanted
Perak
No. 33, Jalan Lee Ming Hin, 2 1/2 Storey Branch 180 Freehold – – 12 175,988.19
31450 Menglembu Building
Lot Nos. 2673 & 2674 2 Storey Branch 298 Leasehold 99 18/8/2085 9 394,174.71
Main Road, 36700 Langkap Building
No. 99 & 101, Jalan Gopeng, 2 Storey Branch 446 Freehold – – 74 366,065.11
31900 Kampar Building
No. 613 & 615, Jalan Tasik, 2 Storey Branch 286 Leasehold 88 11/3/2079 13 191,004.41
31400 Ipoh Building
Pulau Pinang
No. 33 & 33B, Lebuh Pantai 2 Storey Tenanted 3418 Freehold – – 61 2,750,454.00
& No. 9 Pengkalan Weld, Building
10300 Penang
No. 21, Lebuh Pantai, 5 1/2 Storey Branch & 929 Freehold – – 34 1,099,963.11
10300 Penang Building Tenanted
Lot 636-640, Block D 20, 2 Storey Branch & 393 Leasehold 99 28/8/2082 12 451,988.65
Gerbang Tuna, Seberang Jaya, Building Tenanted
13700 Perai
Selangor
No. 14, Jalan Sri Selayang, 4 Storey Branch 334 Freehold – – 13 1,554,065.44
Taman Sri Selayang, Building
68100 Batu Caves
No. 40 & 42, 4 Storey Branch 327 Freehold – – 13 1,289,497.16
Jalan SS15/4D, Subang Jaya, Building & Tenanted
47500 Petaling Jaya
No. 12, Jalan SS6/3 Kelana Jaya, 4 Storey Branch 186 Leasehold 99 – 13 479,457.55
47301 Petaling Jaya Building & Tenanted
Wilayah Persekutuan
No. 13, Jalan Barat, Off Jalan 2 Storey Tenanted 163 Leasehold 99 30/3/2025 71 325,239.18
Imbi, 55100 Kuala Lumpur Building
No. 43, Jalan Barat, Off Jalan 4 1/2 Storey Branch & 374 Leasehold 99 30/1/2073 21 3,672,828.15
Imbi, 55100 Kuala Lumpur Building Tenanted
Lot 50574, Geran 12753, Land – 4166 Freehold – – Building 10,575,721.95
Bukit Damansara, Under
Mukim Kuala Lumpur Construction
Tanjung Bungah
Block 21 & 22 2 Units – 209 Freehold – – Building 1,451,075.26
Prima Tanjung, 4 Storey Under
Town of Tanjung Tokong, Shop-Cum- Construction
Pulau Pinang Office
104 SOUTHERN␣ BANK␣ BERHAD␣ (5303-W)
Analysis of Shareholdings
As at 30 April 1999
DISTRIBUTION OF SHAREHOLDINGS
Shareholding
No. of Shares % of Total
1. Aseam Malaysia Nominees (Tempatan) Sdn Bhd 82,807,083 11.51
2. Keppel TatLee Bank Limited 71,948,252 10.00
3. Multi-Purpose Bank Nominees (Tempatan) Sdn Bhd 50,727,966 7.05
4. Mazal Sdn Bhd 43,736,230 6.08
5. Amalan Istimewa Sdn Bhd 36,891,249 5.13
6. Citicorp Nominees (Asing) Sdn Bhd 35,977,601 5.00
7. KLCS Asset Management Sdn Bhd 35,280,000 4.90
8. Malaysia Focus Investment Fund Limited 33,776,420 4.69
9. Malaysia Nominees (Tempatan) Sendirian Berhad 24,952,584 3.47
10. Southern Nominees (Tempatan) Sdn Bhd 20,394,022 2.84
11. Mayfair Finance Corp. 20,000,000 2.78
12. The Central Depository (PTE) Limited 13,106,483 1.82
13. Asia Life (M) Berhad 10,339,020 1.44
14. Public Nominees (Tempatan) Sdn Bhd 10,000,000 1.39
15. Malaysia Nominees (Tempatan) Sendirian Berhad 8,344,612 1.16
16. The Asia Insurance Company Limited 7,209,312 1.00
17. Capital Properties Berhad 6,867,000 0.95
18. Employees Provident Fund Board 6,211,500 0.86
19. Glenmarie Estates Sdn Berhad 6,181,000 0.86
20. Kenanga Nominees (Tempatan) Sdn Bhd 5,466,656 0.76
Total 530,216,990 73.69
SOUTHERN␣ BANK␣ BERHAD␣ (5303-W) 105
SUBSTANTIAL SHAREHOLDERS
AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS
of
(ADDRESS)
being a member of SOUTHERN BANK BERHAD hereby appoint the Chairman of the Meeting* or
(FULL NAME)
of
(ADDRESS)
or failing him,
(FULL NAME)
of
(ADDRESS)
as my/our proxy, to vote for me/us on my/our behalf at the 37th Annual General Meeting of the Bank, to be held on
16 June 1999, and at any adjournment thereof.
Please indicate with an “X” in the spaces how you wish your votes to be cast. If you do not indicate how you wish
your proxy to vote on any Resolution, the proxy will vote as he thinks fit, or, at his discretion, abstain from voting.
* Delete the words “Chairman of the Meeting” if you wish to appoint some other person(s) to be your proxy.
Notes: A member of the Bank entitled to attend and vote at the above Meeting is entitled to appoint a proxy to vote on his behalf. A proxy need
not be a member of the Bank but shall be either an advocate, an approved company auditor or a person approved by the Registrar of Companies.The instrument
appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation,
under its Common Seal. An instrument appointing a proxy executed in Malaysia need not be witnessed. The signature to an instrument appointing
a proxy executed outside Malaysia shall be attested by a solicitor, notary public, consul or magistrate.
Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented
by each proxy.
In the case of joint holdings, the signatures of all joint holders are required.
The instrument appointing a proxy must be deposited at the Registered Office of the Bank, 20 th Floor, Wisma Genting, 28 Jalan Sultan Ismail,
50250 Kuala Lumpur not less than 48 hours before the time set for the Meeting and at any adjournment thereof.
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