...innovative formats that cater to new consumer viewing styles. Astro has received numerous awards...

Quick FactsF inanc ia l Year Ended 31 January 2017

FCF (RM)

FY17

1.32bFY16

1.28b

PATAMI (RM)

FY17

624mFY16

615m

HouseholdPenetration

FY17

71%FY16

67%

Radio Listeners

FY17

15.6m FY16

12.8m

Share of Radex

FY17

73% FY16

70%

Share of TV Adex

FY17

38% FY16

35%

Monthly Unique Visitors

FY17

5.8m FY16

4.1m

Share of Viewership

FY17

77% FY16

76%

Go Shop Revenue (RM)

FY17

261m FY16

189m

Astro GO Downloads

FY17

3.1m FY16

2.1m

FY17

5.6bFY16

5.5b

ARPU(RM)

FY17

100.4FY16

99.3

Revenue (RM)

TABLE OF CONTENTS

INTRODUCTION Page

Our Company 2Corporate Structure 3Organisational Structure 4Chairman’s Statement 5GCEO’s Statement 9

CREATING VALUE Market Landscape 18How We Create Value 20

HIGHLIGHTS Operational and Financial Highlights 22Segmental Analysis and Quarterly Financial Performance 24Simplified Group Statement of Financial Position 25Statement of Value Added 26Key Milestones 28Event Highlights 30Awards 32Financial Calendar 35Investor Relations 36Corporate Information 38

LEADERSHIP Board of Directors 40Senior Leadership 46

CORPORATE GOVERNANCE Statement on Corporate Governance 53Remuneration Committee Report 71Nomination and Corporate Governance 73Committee ReportAudit Committee Report 75Statement on Risk Management and Internal Control 83

Forward-looking Statements

This report contains forward-looking statements which are based on current estimates and projections of Astro Malaysia Holdings Berhad’s management and currently available information. These forward-looking statements relate to the plans, objectives, goals, strategies, future operations and performance of Astro Malaysia Holdings Berhad and our subsidiaries. They are not guarantees of the future developments and results outlined as they are dependent on a number of factors which involve various risks, uncertainties and assumptions. Such factors include those laid out in Risk Factors on page 95 and the SORMIC on page 83. As such Astro provides no representation in respect of these statements and disclaims all liability whatsoever (whether in negligence or otherwise) for any loss, damage, costs or expenses however arising out of or in connection with these statements and this report. We do not assume any obligation to update the forward-looking statements contained in this report.

SUSTAINABILITY: HOW WE MAKE AN IMPACT Page

Stakeholder Engagement 89Material Matters 91Risk Factors 95

• OUR BUSINESS

Content 102 Customer 108 Experience 114 Digitalisation 116

• OUR INSPIRATION

Talent 120 Community 124

• OUR ENVIRONMENT

Environment 130

FINANCIAL STATEMENTS Directors’ Responsibility Statement 132Directors’ Report 133Independent Auditors’ Report 140Income Statements 149Statements of Comprehensive Income 150Consolidated and Company Balance Sheet 151Consolidated and Company Statement of 155Changes in Equity Statements of Cash Flows 159Notes to the Financial Statements 162Supplementary Information Pursuant to 270Bursa Malaysia Securities Berhad Listing Requirements

OTHER INFORMATION Analysis of Shareholdings 271List of Properties Held 276Disclosure of Recurrent Related Party Transactions 277Additional Disclosures 289Glossary 292

ANNUAL GENERAL MEETING Notice of Annual General Meeting 297Statement Accompanying Notice of Annual General Meeting 306Proxy Form

Our Annual Report can also be read on corporate.astro.com.my.

ASTRO MALAYSIA HOLDINGS BERHAD ANNUAL REPORT 20172

Our Company

Astro Malaysia Holdings Berhad is a Malaysian and ASEAN content and consumer company and is recommitting towards becoming a technology-driven organisation in the digital, TV, radio and e-commerce space.

We are Malaysia’s No. 1 media company, serving 5.1 million households and 21 million individuals across all screens, with 5.8 million unique visitors per month across the digital platforms of our entertainment and lifestyle brands.

Astro’s Pay-TV customers have access to 188 TV channels broadcast via our DTH satellite TV, IPTV and OTT platforms, of which 72 are Astro-branded and 60 are in HD. Aside from Pay-TV, we also provide a non-subscription freemium service called NJOI, which offers 28 channels and 20 radio stations free for life. Consumers across our Pay-TV and NJOI platforms are able to consume content on demand and on the go through our on demand and Astro GO services. Our company also houses a regional mobile-first OTT service, Tribe.

We also own 19 radio stations, including 11 FM stations with 15.6 million listeners weekly. Available via terrestrial, online and app platforms, Astro’s stations include the top stations in Malaysia across the Malay, Chinese, Tamil and English languages. We also house 25 digital brands, including Malaysia’s No. 1 YouTube channel by subscribers – Astro Gempak. Our home shopping brand, Go Shop, has two dedicated channels on the Astro platform while also being carried in Singapore, and is available via e-commerce and mobile.

In FY17, we produced approximately 13,000 hours of content covering a variety of genres. Our robust in-house production capabilities are built on two decades of experience and customer insights – underpinning our position as a leading producer of content that caters to ASEAN’s diverse, multilingual communities. We also aggregate and distribute a wide range of international content from across the globe. Our content brands are monetised in a truly 360° manner, expanding beyond screens into merchandising and live events, while breaking viewership records regularly with their innovative formats that cater to new consumer viewing styles.

Astro has received numerous awards over the years, winning the Gold award in the Media and Entertainment category at the Putra Brand Awards for seven consecutive years from 2010 to 2016, as well as ‘Brand of the Year’ in 2012, ‘Brand Icon’ in 2013 and ‘Malaysian Marketer of the Year’ in 2016. Other awards include a Gold Stevie Award at the 11th Annual Stevie Awards for Sales and Customer Service making it our third consecutive Gold Stevie Award win, and a Bronze Stevie Award at the 2015 International Business Awards for Corporate Social Responsibility Programme of the Year (Asia, Australia and New Zealand category) for the Astro Kasih’s Sports initiatives. These awards are in recognition of Astro’s innovation, brand leadership across the region and extensive commitment to corporate responsibility.

ASTRO MALAYSIA HOLDINGS BERHAD ANNUAL REPORT 2017 32.

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Corporate Structure

TV & RADIOPlace of

Incorporation

• MEASAT Broadcast Network Systems Sdn Bhd

100% Malaysia

» Astro Radio Sdn Bhd 100% Malaysia

» Capital FM Sdn Bhd 100% Malaysia

» DVR Player.Com Sdn Bhd 100% Malaysia

» Maestra Broadcast Sdn Bhd 100% Malaysia

» MEASAT Digicast Sdn Bhd 100% Malaysia

» MEASAT Radio Communications Sdn Bhd

100% Malaysia

» Perfect Excellence Waves Sdn Bhd

100% Malaysia

» Radio Lebuhraya Sdn Bhd 100% Malaysia

» Yayasan Astro Kasih* Malaysia

• Astro Productions Sdn Bhd 100% Malaysia

• Astro Productions Services Sdn Bhd

100% Malaysia

DIGITAL MEDIA & PUBLICATIONS• Astro Digital Sdn Bhd 100% Malaysia

» Astro Digital 5 Sdn Bhd 100% Malaysia

» Astro Digital Publications Sdn Bhd

100% Malaysia

• Tribe Limited 100% Hong Kong

MANAGEMENT SHARED SERVICES• Astro Group Services Sdn Bhd 100% Malaysia

MEDIA SALES & CONTENTPlace of

Incorporation

• Astro Entertainment Sdn Bhd 100% Malaysia

» Astro Arena Sdn Bhd 100% Malaysia

» Astro Sports Marketing Sdn Bhd

100% Malaysia

› Asia Sports Ventures Pte Ltd

100% Singapore

» Astro Awani Network Sdn Bhd

80% Malaysia

» Maestro Talent and Management Sdn Bhd

100% Malaysia

» Red Communications Sdn Bhd

29% Malaysia

» Spark Asia TV Pte Ltd 30% Singapore

» Turner Astro Limited 20% Hong Kong

• Astro Shaw Sdn Bhd 100% Malaysia

» Karya Anggun Sdn Bhd 100% Malaysia

» Nusantara Films Sdn Bhd 100% Malaysia

» Tayangan Unggul Sdn Bhd 100% Malaysia

RETAIL• Astro Retail Ventures Sdn Bhd 100% Malaysia

» Astro GS Shop Sdn Bhd 60% Malaysia

› Astro GS Shop Singapore Ptd Lte

100% Singapore

OTHERS• Astro (Brunei) Sdn Bhd 100% Malaysia

» Kristal-Astro Sdn Bhd 49% Brunei

• MBNS Multimedia Technologies Sdn Bhd

100% Malaysia

* MEASAT Broadcast Network Systems Sdn Bhd has defacto control over Yayasan Astro Kasih

Astro Malaysia Holdings Berhad


Organisational Structure


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Chairman’s Statement

Dear shareholders,FY17 was a successful year for Astro, where we focused on growing our existing businesses and exploring new opportunities. As digital business models proliferate globally, Astro is uniquely positioned at the crossroads of media and technology to provide comprehensive offerings to our customers and our markets. It is a key priority that we continue adapting to the dynamic changes of our industry to stay relevant.

Tun Dato’ Seri Zaki Bin Tun AzmiIndependent Non-Executive Chairman

ASTRO MALAYSIA HOLDINGS BERHAD ANNUAL REPORT 2017 5



Commitment to Shareholder Value

Based on our performance throughout the year, we are pleased to reward our shareholders with quarterly dividends of 3 sen per share, a 9% increase in payout from the year before. Our Board has also recommended a final dividend of 0.5 sen per share for FY17 for our shareholders’ approval at the upcoming AGM, which will bring the total dividend for the year to 12.5 sen per share. Our dividend policy has rewarded our shareholders with a payout of over 100% of PATAMI since our IPO, and 104% in FY17. Since our listing in October 2012, we have declared dividends totalling RM2.5 billion.

Adding to Our Nation’s Potential

As a corporate citizen of Malaysia, we recognise that it is our responsibility to fulfil a bigger role and assist in developing the nation’s potential. We actively focus on supporting our thriving local media industry, and consistent with prior years, Astro commissioned RM84 million worth of programmes from production houses, collaborated with more than 17,000 vendors, provided advertising solutions to more than 1,900 corporations, and catered to the entertainment needs of over 23,000 commercial establishments and hotels. Based on 2016 statistics, it is estimated that we contributed approximately RM2.1 billion directly to the country’s GDP. Additionally, we have made an overall positive impact to the Malaysian economy, through indirect and induced consumption encompassing employment and tax.

Direct Contribution of

RM2.1 billion

to Malaysia’s GDP

As we conclude our 20th anniversary year, we are humbled by the responses we have received from our community and we remain committed to improving our value proposition for the 5.1 million households and 21 million individuals that we serve.

Our Board and senior leadership strive to ensure that Astro remains the home of the very best in entertainment, delivers innovative products and services, and always offers a best-in-class customer experience to remain as Malaysia’s content provider of choice.

Dividend Per Share

RM12.5 sen


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We continue to work closely with various government ministries and regulatory bodies, especially the Ministry of Communications and Multimedia Malaysia and the Malaysian Communications and Multimedia Commission to foster the growth of the local content and media industry. Over the past year, we have cooperated with the Ministry of Domestic Trade and Consumer Affairs, Royal Malaysian Police and other enforcement bodies to address content piracy, particularly digital piracy.

In line with our regional aspirations, we entered into content and licensing partnerships across several countries last year such as Indonesia, Thailand, India and China. These collaborations expand Astro’s marketplace, while enabling us to learn from our peers. Our alliance with Pinewood Iskandar Malaysia Studios to offer integrated television content production services has strengthened both our capabilities, and together we aspire to establish the studios as a world-class, regional production hub.

Adopting Strong Corporate Governance

Our Board upholds its fiduciary duties by adopting high standards of corporate governance and international best practices across our Group. Our strict adherence to disclosure and transparency policies with all stakeholders has fostered an environment of high performance and continuous improvement.

At Astro, we celebrate diversity and this is reflected in the composition of our Board across a mix of relevant backgrounds, age and genders. We appreciate that leveraging on a variety of experiences drives innovation and facilitates the creation of extraordinary ideas, contributing to the growth of Astro. Further details on our governance, risk management and compliance policies are provided in the Corporate Governance section of this Annual Report.

Our strict adherence to disclosure and transparency policies with all stakeholders has fostered an environment of high performance and continuous improvement.



Engaging with Our Community

At Astro, we endeavour to build a better world for the communities that we operate in. In FY17, our talent contributed over 15,000 hours of their own time for 112 projects under the Astro Kasih employee volunteer programme, guided by four key areas of Lifelong Learning, Community Development, Sports and Wellness, and the Environment.

We believe that equal access to education is imperative in enabling positive change in the community. During the year, Kampus Astro renewed its commitment with the Ministry of Education to bring world class education to more than 5 million students across Malaysia, providing Astro decoders, television sets as well as access to 17 international and local education channels to government schools. This programme also extends to paediatric wards and military hospitals.

Astro continues to partner with the Ministry of Education to support Astro Kasih Hostels in three rural schools: SK Magandai, Kota Marudu, Sabah; SK Sg Paku, Kapit, Sarawak; and SK Malinsau, Ranau, Sabah. These hostels currently enable 300 students to attend primary school without having to endure hazardous and long daily commutes.

Similarly, Astro is a strong advocate of social welfare and in conjunction with the Ministry of Women, Family and Community Development, offered over 2,600 underprivileged centres with our NJOI service. Additionally, our Astro Kasih EkoVillage programme encourages lifelong learning and sustainable economic development through hands-on agriculture with the backing of PEMANDU and the Ministry of Agriculture and Food Industry, Sabah.

In FY17, Astro’s Kem Badminton and Kem Bola expanded beyond Malaysia and now offer young athletes from ASEAN with opportunities to further develop their skills

with professional trainers and coaches. Over the past year, Kem Bola brought 32 aspiring footballers from Malaysia, Singapore and the Philippines for a 10-day training session with FCBEscola in Barcelona, Spain. Likewise, Kem Badminton sponsored 30 Malaysians and Indonesians on a two-week training stint at the National Training Centre in Tokyo, Japan. Ultimately, we hope that these experiences will inspire talented youngsters to aim higher and dream bigger.

The Road Ahead

The global media and telecommunications sector is confronted with structural shifts, and we understand that now more than ever, innovation is crucial to position Astro as Malaysia and ASEAN’s leading digital-first media and lifestyle company. We will focus on key strategic initiatives, leveraging on an agile team culture and technological advancements to ensure relevance in the new world.

In Appreciation

On behalf of our Board, I would like to thank the Ministry of Communications and Multimedia Malaysia and other government bodies, from whom we have gained valuable insights and cooperated with, in our shared vision for the future of Malaysia’s growing media industry. We look forward to our continued collaboration in the coming years.

To our valued stakeholders − customers, shareholders, business and content partners − we appreciate your loyalty and contributions to Astro.

To my fellow Directors, thank you for your continued support and wise counsel. I would like to take this opportunity to welcome Richard John Freudenstein and Lim Ghee Keong who are the newest members of our Board. We bid farewell to a few of our colleagues on the Board − Dato’ Abdul Rahman bin Ahmad resigned in September last year to pursue his career progression. Two of our longest-serving Directors, Bernard Anthony Cragg resigned on 31 March 2017 while Datuk Chin Kwai Yoong will not be seeking re-election at the forthcoming AGM. On behalf of our Board and Team Astro, I would like to extend our deepest gratitude to these Directors for their dedication and contributions to Astro during their tenure, and wish them all the best in their future undertakings.

And finally, thank you to everyone at Team Astro, for your unwavering commitment and dedication in the pursuit of excellence for our customers. It is this tenacity and drive to be best-in-class that will continue to propel Astro as a market leader in this digital age.

Tun Dato’ Seri Zaki bin Tun AzmiOn behalf of the Board of Directors


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Dear shareholders, FY17 was a year where we achieved several new milestones, in spite of formidable challenges in our rapidly evolving and vibrant industry. Let’s pause for a moment to review and celebrate our accomplishments – and then regroup to architect, organise and focus on what I believe will be our most exciting year ahead.

Rohana RozhanExecutive Director &Group Chief Executive Officer

GCEO’s Statement

ASTRO MALAYSIA HOLDINGS BERHAD ANNUAL REPORT 2017 9


GCEO’s Statement

Over the past year, we organised our strategic imperatives into Customer, Content, Experience, Digitalisation and Talent, and detailed plans against them. Our execution was as one Team Astro, with strong deliverables and results across the board. We broke new ground – record viewership numbers, the launch of several new business streams and expansion outside Malaysia; anchoring a platform for further growth.

Today, Astro is in 5.1 million households, serving 21 million individuals, with 15.6 million weekly radio listeners, who consume our content across a multitude of products. We are also Malaysia’s No. 1 local online media company with

2016 and the Rio 2016 Olympics. We stayed highly cash generative with free cash flow of approximately RM1.3 billion, and remain focused on capital management, for which we will continue to make disciplined choices.

Since completing the set-top-box (“STB”) swap-out to the B.yond platform in 2013, capital expenditure has been at lowered levels with RM409 million invested in FY17, which we do not expect to rise significantly in the short-term. We closed the year at a cash position of RM647 million, and maintained a healthy net debt/EBITDA leverage level of 1.5x.

5.8 million monthly unique visitors on our digital platforms. We extended our reach beyond Malaysia and can count Singapore, Indonesia and the Philippines as countries served through Go Shop and Tribe, with our sights set on more markets in the near future.

In FY17, we grew revenue and PATAMI to RM5.6 billion and RM624 million respectively, an increase of 2% and 1%, underpinned by e-commerce and adex. This was combined with prudent cost optimisation and a conservative hedging policy to manage foreign exchange volatility and the rise in content costs, exacerbated by it being a double sporting year with UEFA EURO

PATAMI

RM624 million

Free Cash Flow

RM1.3 billion

RM5.6 billion

Revenue


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5.8 million

Monthly Unique Visitors

GCEO’s Statement

In FY17, we rewarded our shareholders with 12.5 sen of dividends, which translates to a 4.5% yield. We have always guided that Astro is a total return stock, and going forward, dividends will be viewed in that context. We believe that our strong balance sheet will enable us to sustain this policy, while allowing reinvestment for the continued growth of our Group. As we venture forward, we do so recognising our market strengths that we need to reinforce and build on, as well as the gaps that we must aggressively address, in order to be a deserving customer media brand of choice.

Customer: Reach and Scale

Growing Household Penetration

While the Pay-TV segment has been stable at 3.5 million in FY17, we prioritised upselling of our value-added products and services. We also strived to offer value across all spending appetites, ensuring that each segment of our customer base has a wide range of choices. Despite consumer sentiment remaining soft, we successfully improved our ARPU from RM99.3 in FY16 to RM100.4.

NJOI underpinned our growth with a 30% increase from 1.3 million households in FY16 to 1.7 million, translating to a total household penetration of 71%. Prepaid purchases have also accelerated, with sales growing 86% to RM37 million on the back of an appealing content slate and better access. Our NJOI customers enable a greater reach, which results in a more attractive advertising proposition, in addition to providing a ready upsell path onto our pay products and services.

Serving Individuals

We recognise the need to serve an increasingly digital lifestyle, and have hence placed a heavy emphasis on personalisation, mobility and interactivity to address individual relationships with all Malaysians. To facilitate immersive viewing, we significantly revamped the Astro GO interface, adding more functionalities to the platform while ensuring that customer experience remains our highest priority. This has led to an increase in time spent on the app – at an average of 179 minutes per week – and downloads rising to 3.1 million.

We recognise the need to serve an increasingly digital lifestyle, and have hence placed a heavy emphasis on personalisation, mobility and interactivity to address individual relationships with all Malaysians.

5.1 million

Households

21 million

Individuals

15.6 million

Radio Listenership


Expanding Tribe

We launched Tribe, our mobile-first regional Over-the-Top (“OTT”) streaming app in March 2016 in Indonesia, and December 2016 in the Philippines. Partnering with XL Axiata and Globe Telecom respectively, Tribe’s unique differentiator is its promise of an up-to-date content experience in genres specifically tailored for each target market. Tribe extends Astro’s reach, relevance and scale in the region particularly to a younger online demographic. Since its introduction, Tribe has recorded over 1 million registered users in Indonesia and the Philippines.

Go Shop Goes Regional

We are pleased to announce that Go Shop, our home shopping business, has gone regional. In addition to two dedicated channels in Malay and Mandarin, and via e-commerce and mobile, Go Shop is now on the StarHub platform in Singapore. In the past 12 months, Go Shop grew its revenues by 38% to RM261 million, garnering close to a million shoppers who can choose from an array of curated products across both traditional and online platforms.

Strengthening our Leadership in Radio

Astro Radio’s strength is underpinned by ERA fm, MY fm, hitz fm and THR Raaga’s compelling leadership in their respective languages and strong digital presence. Our radio brands also resonate with millennials through social media and live-streaming. This has contributed to the growth of our radex share from 70% to 73% in FY17. During the year, we acquired Capital FM Sdn Bhd, adding two more FM stations to our stable. We believe that this will contribute to reinforcing both our listenership and radio advertising proposition, while providing additional content formats for enjoyment.

Content: Differentiated, Day/Date, Premium and Signature IPs

The very foundation of our business is built on sharing great stories. Our focus this year was on content creation and ownership, which is increasingly pivotal in a market that values differentiated and vernacular IPs. We also enhanced the exportability of signature IPs to execute on our intent of being a key player in the content space across ASEAN.

Our investment in IP creation culminated with the production and commissioning of over 13,000 hours of local content in FY17. This, along with the thousands of hours of content we curate and aggregate, drove viewership to new heights with over 70 shows crossing the 1 million viewership mark, with some even hitting a new milestone of 5 million. Additionally, our viewership and TV adex share improved from 76% to 77% and 35% to 38% respectively.

Local is the New Premium

Our vernacular shows such as Gegar Vaganza and Maharaja Lawak Mega 2016 achieved record viewership of 5.0 million and 4.9 million

GCEO’s Statement

Our investment in IP creation culminated with the production and commissioning of over 13,000 hours of local content in FY17.


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respectively. We saw a renewed interest in Astro’s Chinese content, which has gained a following among Chinese youth in Malaysia as well as in our neighbouring countries. Our top 3 Chinese programmes: Classic Golden Melody, International Hua Hee Karaoke and Asian Battleground drew participants from various Asian countries, making them truly regional IPs with cross-national appeal.

Astro Signatures Like Never Before

We are pleased with our emerging strength in the Malay drama space. Suri Hati Mr. Pilot became our highest-ever rated show with 5.2 million in viewership. We also created new content verticals such as Islamic content – launching Iman, Astro’s 360° Islamic kids brand, and new shows such as Mengaji Dengan Upin & Ipin, Ceria i-Star and I-Kids. Our commitment to strong IP ownership and creation is exemplified through Didi & Friends, our top-performing pre-school animation series which amassed over 381 million views on YouTube and 2.9 million in viewership on TV. Additionally, the popularity of our signature programmes extends beyond the screen, with over 500,000 people attending 350 on-ground events last year.

Growing International Day/Date

To enhance our value proposition, we curated a comprehensive international content experience of box sets and Day/Date shows. These include global hits such as Game of Thrones, Westworld, The Walking Dead, Marvel’s Agents of S.H.I.E.L.D., and Quantico. As the popularity of Asian content grows, we doubled the Day/Date content from China and Korea, which includes the highly popular Legend of the Blue Sea and Goblin from Korea, together with I am a Singer, Running Man Season 4, and Dad! Where Are We Going Season 4 from China.

The Best Ever EURO Cup and Olympics

FY17 was a big year for sports fans. We broadcast all 51 UEFA EURO 2016 matches live in HD and SD, and offered 24 channels dedicated to the Rio 2016 Olympics with live and round-the-clock coverage of every event, complemented by dynamic interviews and stories. Astro Arena, our local sports channel, recorded over 11 million in total viewership. We also ensured that our sports coverage was available online, with our first live-streaming event on YouTube during the Olympics leading to a 260% increase in subscribers.

Creating Content for a Digital World

We accelerated digital content creation and engagement for multiple customer segments in FY17, and the results have been encouraging. Astro Gempak became the first Malay-based YouTube channel to attain over 1 million subscribers. Astro Zhong Wen, our Chinese web platform,

GCEO’s Statement

registered 1.5 million unique visitors – reflecting a growth of 300%. Astro Ulagam’s live-streaming of Thaipusam set a Guinness World Record, tracking a 119 million reach on Facebook and generating 2.2 million views among global audiences. eGG Network, our eSports channel, was launched in five countries within its first year including Australia, the first for an Astro-branded channel.

Regional Content Creation and Collaborations

To serve the whole of ASEAN, we are cognisant of the need to collaborate with, as well as learn from our peers in the region. In FY17, we entered into partnerships across several countries: in Indonesia for the creation of Nusantara content, in Thailand by securing the production of the original series 3 A.M., and in China and India by concluding the licensing deal to remake The Journey.


GCEO’s Statement

Talent: On and Off-Air

None of our successes over the past year would have been made possible without the commitment of Team Astro, our 4,850-strong workforce of on and off-air talent. Although we are a 20 years “old” organisation, we have to be 20 years “young”, embracing complementarity and diversity in tandem with our customer demographics and marketplace. We encourage a culture of curiosity, learning, challenging, experimenting, relearning, overachievement and humility, as we nurture and proactively manage talent required to execute against our strategies.

We are dedicated to helping our talent fulfil their potential, not only within Astro, but also on the global stage. Nabil, our comedian and TV show host, hosted the 89th Oscars Red Carpet Live show in L.A. Our other on-air stars include Neelofa (MeleTOP and Suri Hati Mr. Pilot) and Zizan Razak, who is Malaysia’s top male celebrity with a large social media following. Equally important are our younger talent like 14-year old Amira Drummer, one of the youngest recipients of the YouTube awards and 13-year old Danish Shah Danial from Ceria Popstar.

I would like to take this opportunity to thank Team Astro for their passion, energy and commitment in pursuit of always being better.

Experience: On Demand and Customer Empowerment

When we launched our on demand proposition in 2015, we aimed to provide customers with an even greater viewing experience. We now have over 23,000 titles available on the platform, and are even more focused on curating a second-to-none library, providing access to a wide range of personalised, easy-to-discover content across Day/Date programmes and box sets with full stacking rights, supported by a self-learning recommendation engine.

We are also proactively managing the end-to-end customer journey, from sign-up to installation and beyond. In particular, we upgraded our on-screen platform, Channel 200, and launched Astro View Mobile, a companion app that not only allows users to access and plan their favourite shows, but to also manage their account and billing details. Furthermore, we offer an easy transactional experience with a dynamic payment gateway, so customers are able to pay instantaneously upon receiving their e-bill, or make purchases in foreign currencies.

Digitalisation: Accelerating Transformation

In line with our transformation to become a cloud and mobile-first, analytics-driven organisation, we have embarked on a three-year digital transformation programme with Amazon Web Services which focuses on creating a culture of innovation, adopting game-changing technology, improving our ability to work across the organisation with simplified processes, empowering teams to test and learn, and the sharing of knowledge and best practices. We are convinced that leveraging on technological platforms and infrastructure from partners will enable us to be more efficient and customer-centric in our product development and delivery.


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GCEO’s Statement

Astro Kem Bola and Astro Kem Badminton are our flagship initiatives which champion sports, and this year we are honoured to have introduced both programmes beyond Malaysia through our partners: Globe Telecom in the Philippines, StarHub in Singapore, and Persatuan Bulutangkis Seluruh Indonesia in Indonesia.

At Astro, we aim to empower our kids to dream big and to compete on a global stage. This is manifested in Kem Bola’s collaboration with FC Barcelona. I had the pleasure of watching a team of 32 young footballers, comprising 23 Malaysians, 4 Singaporeans and 5 Filipinos train with FCBEscola coaches at a two-week training stint. It was both inspiring and humbling to see them immerse themselves in the experience with passion, energy and hunger to learn and excel, while growing as individuals as well as members of a diverse team.

The children we meet through our community outreach activities inspire us to reach for our dreams and goals like they do, and we hope to cheer them on to even greater heights.

Our Community: Our Inspiration

It is our privilege and duty to leave a positive impact on the community around us. We aim to nurture deep and lasting shared values with those we aspire to serve via Yayasan Astro Kasih, focused on the four pillars of Lifelong Learning, Community Development, Sports and Wellness, and the Environment.

To date, more than one-third of our boys and girls who have qualified for Kem Bola intensive training are continuing their pursuit for sporting excellence in sports schools, and I am delighted to note that 30% of them are girls. There are many inspiring stories to draw from our Kem Bola programme – Emily from SK Magandai in Sabah, an Astro Kasih Hostel, has now gone on to play for the national under-14 women’s football team, along with 16 other boys and girls who have also made it onto national teams. The children we meet through our community outreach activities inspire us to reach for our dreams and goals like they do, and we hope to cheer them on to even greater heights.

The New World

Coming into FY18, we acknowledge that we are now competing in the New World for customer relevance. Technology,


GCEO’s Statement

demographic and socio-economic trends are giving rise to shifts in competition and markets, thus affecting business models globally. Last year, I shared how our own operating environment is undergoing rapid disruption, and highlighted the necessity for us to proactively shape the future of our domain. This year, we have developed concrete plans in pursuit of this path, which we acknowledge will be a challenging but exciting endeavour.

To be a deserving market leader, it is vital that as an incumbent we can run the race of being both ‘big’ and ‘small’. Being ‘big’ is crucial to realise scale in a race to commoditise, and yet we must be ‘small’ to remain agile so that we can run faster, to be unafraid to challenge norms and disrupt ourselves in a quest to stay relevant to current and new customers. In both ‘races’, we cannot be incremental, but fundamental, as the race is going to get faster with competition literally a click away.

We see three key areas of focus to sustain our long-term growth: digitalising our dominant legacy businesses, rapidly scaling our digital ventures, as well as deepening strength in verticals and building a robust innovation pipeline.

Digitalising Our Dominant Legacy Businesses

Our efforts to digitalise our core platforms have already borne fruit. However, digitalisation for us is not limited to a technological undertaking. The digital economy has lowered the entry barriers for agile competition, increasing the pressure for us to offer greater overall value to customers to maintain our position as their provider of choice. Optimisation of business systems and processes are crucial to create speed and efficiency gains, while rethinking and retooling the service delivery chain from sales to customer care will be critical to enable an improved experience in line with today’s customer expectations.

We will diversify distribution through more connected, on demand and on the go experiences for households and individuals. In FY18, we will at least double the number of connected STBs to 1 million, while we commit to continue growing Astro GO downloads and usage. The end-to-end service journey will be further digitalised to be more interactive and grant more control to customers, with self-serve ability for them to plan and manage their viewing, subscription and service requests online. Through the use of analytics, this level of interactivity will provide us with dynamic data to deliver better content, products and services, for example through personalised recommendations and intuitive interactions.

Underpinning these efforts, our human capital strategy will be guided by enhancements in the areas of innovation, creativity, talent, business acumen and entrepreneurship. Specifically, we will upskill from legacy to digital, hire targeted specialist resources, while boosting productivity through automation.

Rapidly Scaling Our Digital Ventures

Our digital ventures, namely Go Shop, Tribe and eGG are off to a good start, and we expect each to play a pivotal role in driving expansion into new adjacencies and regional markets. Each of these ventures opens up significant upside opportunities in the regional digital economy: e-commerce via Go Shop, OTT video via Tribe and eSports via eGG.

In Malaysia, Go Shop will leverage our existing scale and reach to achieve top line growth and profitability. It is uniquely placed among e-commerce players in the market, as it offers a premium shopping experience across multiple platforms: TV, web and mobile. The big screen presence creates affinity, loyalty, and brand trust, thus driving high repeat purchases at strong margins; while the use of our own advertising inventory across TV, radio and digital for lead generation gives it a superior cost advantage.

Tribe will continue expanding to more markets this year beyond Indonesia and the Philippines, and with that, seed a regional customer base across ASEAN’s 650 million inhabitants. While the OTT video industry in the region is still at a nascent stage, it is poised for exponential growth as broadband and LTE mobile infrastructure is progressively deployed – today the region’s LTE connections total over 100 million and is expected to double by end-2018; making content consumption on small screens an accepted norm. For Astro, Tribe’s expansive reach also creates stronger buying leverage with content


3.4.

5.6.

7.8.

9.IN

TROD

UCTIO

N

GCEO’s Statement

suppliers and opportunities for pan-Asian productions that appeal to a wider base, including Malaysian consumers, with lower per unit cost.

Deepening Strength in Verticals and Building a Robust Innovation Pipeline

We venture into the year with the knowledge that in the New World, distribution channels are far more democratised and consumers are less reliant on intermediaries as they can go direct to the source. As such, we are highly committed to our IPs and our verticals, which is what customers want and are willing to pay for.

The coming year will see us pursuing opportunistic niches in a 360° manner across our IPs and key differentiators, for example an Islamic 360° franchise incorporating content, talent and merchandise/commerce elements. This will require us to be best-in-class in the creative ecosystem and to proactively seek collaborations with like-minded partners in areas such as IP co-creation and production, talent management, curation, marketing, selling, distribution and merchandising. We will assemble talent and create compelling content to foster and sustain these communities, and monetise via subscription, adex and commerce.

Our belief is that the intersection of media, entertainment and technology will be a natural domain for us to evolve towards over the mid-term. To support this evolution, we will build a robust innovation pipeline, guided by capability enhancements in areas of technology, people and culture. Our transformation will involve collaboration across the organisation, developing a product discovery pipeline, internal accelerator initiatives, and

an orchestrated change management programme. We have confidence that with our resources, strong assets and customer base, coupled with a winning attitude – we will succeed.

Lastly, in what is fast becoming a noisy and crowded marketplace, we will restate and reinforce our customer brand ethos. We will be obsessive about listening to feedback, ensuring that our products and services are always of value to our customers. We recognise the importance of this and are confident in our ability to package and market a compelling proposition, harnessing our access to technology and content windows, complemented with key live sports and global news, while clearly differentiating via our focus on vernaculars.

We take immense pride in delivering on our promises by embracing best-in-classes, diversity, complementarity and integrity in all that we do in our journey to be a long-term and sustainable brand of choice for all our stakeholders including our communities.

We see incredible opportunities ahead and are dedicated to Astro’s growth. On behalf of Team Astro, thank you for believing in us: from our shareholders and regulators, to business partners and suppliers, and particularly our customers – you are the reason why we can achieve all that we have. I am truly excited at the prospect of our future and more adventures together. Have a great year ahead and Game On!

Rohana RozhanOn behalf of Team Astro


Market Landscape

Economic Trends Competition

• Malaysia’s GDP is expected to grow by approximately 4.3% - 4.8% in 2017

• Macroeconomic uncertainty has placed pressure on the Malaysian Ringgit, the KLCI index, BCI and CSI. Astro continues to monitor the market closely and maintains a conservative approach to hedging its risks, customised to its business needs

• Malaysia’s TMT industry experienced negative top line growth in the past year, with operators now reassessing traditional business models and focusing on new growth drivers

• A younger segment of consumers emerged as a key demographic, with 70% of SEA’s population now under 40 years old. Internet speed in SEA is expected to reach the global average, with access available to >80% of the population

• Consumers continue to shift towards non-linear, on demand viewing, with OTT products increasing in popularity

• With high-speed broadband penetration remaining low in Malaysia, Astro manages competition risk through enhancing our content and product propositions. We are constantly adding new features to ensure a best-in-class customer experience, while differentiating by strengthening our vernacular, international and sports propositions through investing in more local IPs, Day/Date and premium sports content

• In 2016, we revamped the STB platform, as well as Astro GO to provide consumers with greater on demand content and a more intuitive user experience strengthened by personalised recommendations

• Regionally, Astro has also launched Tribe, our mobile-first OTT proposition, in Indonesia in March 2016 and in the Philippines in December 2016, in partnership with telecommunications operators XL Axiata and Globe Telecom respectively


3.4.

5.6.

7.8.

9.CREA

TING

VA

LUE

Market Landscape

Increase in IP Ownership E-Commerce Technological

Innovation

• IP creation and ownership are increasingly prioritised by Pay-TV and OTT operators as a means to differentiate and enable monetisation on a larger scale

• Creation and aggregation of the best vernacular and Asian-centric content, across multiple genres are key focus areas for Astro and have helped to increase viewership and household penetration for our Group. Moving forward, Astro will continue to invest in vernacular content that travels beyond Malaysia for further commercial benefits

• In 2016, Astro created over 13,000 hours of content for our 72 Astro-branded channels

• In Malaysia, the e-commerce industry is forecast to reach RM5 billion by 2021 fuelled by growing affluence, the rise in internet penetration levels, an enhanced online shopping experience as well as improved supporting infrastructure

• Since its launch in January 2015, Go Shop has been providing Malaysians with the convenience of home shopping on all screens and devices, across e-commerce and m-commerce, and now has two 24/7 channels available in Malay and Mandarin respectively.In November 2016, Astro expanded Go Shop to Singapore with a Mandarin language channel now carried on StarHub

• The rapid digitalisation of our operating environment has brought about access to a wide range of internet and app-based products and services. This raises the need to build and adopt new and innovative technologies to enhance our competitive advantage

• Digital transformation is a priority for our organisation, from using technology to enhance our advertising offering, improving customer experience, as well as to instil operational agility and efficiency through automation


How We Create Value

Astro aspires to provide best-in-class customer experience and a comprehensive entertainment offering across all platforms. We create shareholder value through the following initiatives:

Content Customer

Strategic Pillars Creating, aggregating, distributing and monetising content, both local

and international, to provide a unique content proposition

Reaching customers across spending propensities and mediums of

consumption through our diverse business segments including TV, radio,

digital and e-commerce

Market Landscape • Proliferation of digital business models across the region

• A focus on content IP ownership

• Disposable income under pressure from challenging macro conditions

• E-commerce tipped to grow as an industry through better infrastructure

Key Risks/Opportunities

Technology and InnovationStrategic Partnerships and Alliances

Content Cost

Legal and Regulatory

Internal Controls

Expanding Share of Adex

We will continue driving our strength in adex through

leveraging on our expanding base and enhancing our

solution-focused, integrated advertising proposition

Growing Customer Reach

We will continue to grow our customer reach across

Pay-TV and NJOI, as well as through our OTT offerings, both within Malaysia and

across the region

Driving E-commerce

We will continue growing our suite of offerings and platforms, and enter new

markets as e-commerce is poised to grow in the region

Monetising IP

We will continue monetising key IPs across licensing, merchandising and live

events, underpinned by the popularity of our content IPs

Refer to pages 18 to 19 for further detail

Refer to pages 95 to 99 for further detail Accounting and Reporting

Logical and Physical Security

Treasury

Economic ConditionsEconomic Conditions

Growth Opportunities


3.4.

5.6.

7.8.

9.CREA

TING

VA

LUE

How We Create Value

Economic Conditions

Market and Competition

Strategic Partnerships and Alliances

Talent Management

Service Availability

Accounting and Reporting

Legal and Regulatory

Internal Controls

Logical and Physical Security

Value Creation

Going Regional

We are focused on a regional expansion

strategy and will continue to work with

global partners to achieve our aspirations

Enhancing Shareholder Value

We are committed to rewarding our

shareholders through dividends and the pursuit of growth

opportunities

Ensuring Sustainability

We aim to ensure a sustainable business

that will remain relevant in our rapidly evolving

industry

Supporting the Economy

We believe in creating value for the economy

as a whole and that our contribution as a corporate citizen

towards consumers, corporations and

employees will help drive sustainability

Responsible Corporate Citizen

We focus on undertaking our business with

integrity and aspire to leave a lasting, positive impact on the lives that

surround us via our community initiatives

throughout Malaysia and beyond

Experience

Enabling a best-in-class user experience and intuitive interfaces through strengthening our digital

capabilities and customer self-care

• Consumers prefer personalised viewing including customised recommendations

• An increase in demand for mobile-first services

Digitalisation

Leveraging on international partners and developing digital assets to ensure that we are increasingly

efficient and effective as a Group in serving our customers

• Digitalisation of the industry enabled wide access to apps and services

• Digital transformation of businesses becomes a necessity

Talent

Investing in and developing the best on and off-air talent while

encouraging a culture underpinned by diversity and innovation

• Expanding pool of talent for hire across the region

• Talent with strategic expertise highly in demand

Technology and Innovation

Treasury


Operational and Financial Highlights

FY17 FY16 FY15 FY14 FY13

Operational Results

TV households (‘000) 5,121 4,818 4,429 3,884 3,485

Pay-TV gross additions (‘000) 330 373 411 499 456

MAT churn 11.9% 9.5% 9.9% 9.9% 7.8%

Net additions (‘000) 302 389 547 400 418

Pay-TV net additions (‘000) (83) 40 69 167 209

NJOI net additions (‘000) 386 349 478 233 209

ARPU (RM) 100.4 99.3 99.0 96.0 93.2

Share of TV viewership(1) 77% 76% 49% 47% 43%

Radio listenership (million) 15.6 12.8 12.9 12.2 12.3

Adex (RM million) 705 640 589 582 504

Financial Results (RM million)

Revenue 5,613 5,475 5,231 4,791 4,265

EBITDA 1,817 1,941 1,808 1,616 1,388

EBIT 1,095 1,115 920 777 786

PBT 846 829 721 569 575

PAT 617 608 514 448 420

PATAMI 624 615 519 448 418

FCF 1,317 1,276 1,325 1,022 627

Financial Ratios

Return on invested capital 32% 33% 34% 30% 28%

Net debt/EBITDA (times) 1.5 1.5 1.2 1.3 1.5

Revenue growth 2% 5% 9% 12% 10%

EBITDA margin 32% 35% 35% 34% 33%

PATAMI margin 11% 11% 10% 9% 10%

Dividend per share (sen)(2) 12.5 12.0 11.0 9.0 4.0

Financial Position (RM million)

Equity attributable to equity holders of the Company 623 601 694 613 512

Total assets 6,266 6,901 6,731 7,104 6,518

Total borrowings 3,406 3,805 3,503 3,664 3,703

Net debt 2,759 2,826 2,150 2,030 2,095

Notes:(1) Viewership share is based on DTAM deployed by Kantar Media as of FY17, comparatives in FY16 are updated accordingly(2) Dividend per share consists of interim and final dividends post-IPO declared and proposed in respect of the designated financial years


2.4.

5.6.

7.8.

9.H

IGH

LIGH

TS

Operational and Financial Highlights

1,817 5,613

RevenueFinancial Year Ended 31 January (RM million)

0

1,000

2,000

3,000

4,000

5,000

6,000


5,4755,2314,791

4,265

EBITDAFinancial Year Ended 31 January (RM million)

0

500

1,000

1,500

2,000


1,9411,808

1,6161,388

PATAMIFinancial Year Ended 31 January (RM million)

0

100

200

300

400

600

500

700


624615

519448418

TV HouseholdsFinancial Year Ended 31 January (‘000)

0

1,000

2,000

3,000

4,000

5,000

6,000


5,1214,818

4,4293,884

3,485

Note:(1) Viewership share is based on DTAM deployed by Kantar Media as of FY17,

comparatives in FY16 are updated accordingly

80

90

100

110

70

ARPUFinancial Year Ended 31 January (RM)


100.499.399.096.0

93.2

Share of TV Viewership(1)

Financial Year Ended 31 January(%)

0

20

40

60

80

100


77%76%

49%47%43%


Segmental Analysis and Quarterly Financial Performance

FY17 FY16

RM million % RM million %

Revenue

Television 5,022 89% 4,987 91%

Radio 328 6% 296 5%

Go Shop 261 5% 189 4%

Others 2 0% 3 0%

5,613 100% 5,475 100%

PBT

Television 702 83% 691 83%

Radio 196 23% 170 21%

Go Shop (20) (2%) (21) (3%)

Others (32) (4%) (11) (1%)

846 100% 829 100%

(RM million) Q1 Q2 Q3 Q4 FY17

Revenue 1,363 1,428 1,424 1,398 5,613

EBITDA 477 426 469 445 1,817

EBIT 282 248 292 273 1,095

PBT 280 169 209 188 846

PAT 201 124 149 143 617

PATAMI 202 126 151 145 624


2.4.

5.6.

7.8.

9.H

IGH

LIGH

TS

Simplified Group Statement of Financial Position

(RM million) FY17 FY16

Assets Property, plant & equipment 1,818 2,129 Intangible assets 2,045 2,002 Inventories 20 21 Receivables, deposits & prepayments 1,159 1,195 Deposits, cash & bank balances & unit trusts 647 979 Others 577 575

6,266 6,901

Equity & Liabilities Share capital 6,716 521 Reserves (6,092) 80 Payables & accruals 2,117 2,285 Borrowings 3,406 3,805 Taxation & deferred tax liabilities 102 154 Others 17 56

6,266 6,901

Inventories

Receivables, deposits & prepayments

Deposits, cash & bank balances & unit trusts

Others

Property, plant & equipment

Intangible assets

Payables & accruals

Borrowings

Taxation & deferred tax liabilities

Others

Share capital

Reserves

FY17

1,159

202,045

577

1,818 647

FY16

1,195

21

2,002

575

2,129

979

FY16

3,8052,285

521

8015456

FY17

2,117

6,716

(6,092)

1023,406

17

Assets

Equity & Liabilities


Statement of Value Added

FY17 RM million

FY16 RM million

Value Added

Revenue 5,613 5,475

Operating expenses (2,844) (2,627)

Other operating income 53 90

Total value added 2,822 2,938

Reconciliation:

PAT 617 608

Add: Depreciation, impairment and amortisation 1,094 1,186

Finance costs 272 346

Government 262 242

Non-controlling interest 7 7

Staff costs 570 549

Total value added (available for distribution) 2,822 2,938

Value Distributed

Employees

Staff costs 570 549

Government

Tax 229 221

Regulatory 33 21

Providers of capital

Dividends 664 650

Finance costs 272 346

Non-controlling interest 7 7

Reinvestment and future growth

Depreciation, impairment and amortisation 1,094 1,186

Retained earnings (47) (42)

Total distributed 2,822 2,938


2.4.

5.6.

7.8.

9.H

IGH

LIGH

TS

Other operating income Total value addedRevenue Operating expenses

Value AddedFinancial Year Ended 31 January (RM million)

Value DistributedFinancial Year Ended 31 January (RM million)

1,000

-1,000

-2,000

-3,000

2,000

3,000

4,000

5,000

6,000

0

5,613

2,822

53(2,844)

1,000

-1,000

-2,000

-3,000

2,000

3,000

4,000

5,000

6,000

0

5,475

2,938

90(2,627)

FY17 FY16

600

600

200

200

-200

-200

800

800

1,000

1,000

1,200

1,200

400

400

570 549

664 650

272 346

7 7

33 21

229 2210 0

1,0941,186

(47) (42)

Non-controlling interest Depreciation, impairment and amortisation Retained earnings

Regulatory Dividends Finance costsStaff costs Tax

FY17 FY16

Statement of Value Added


• Through the launch of MEASAT-1, MBNS, one of our wholly-owned subsidiaries, commenced digital DTH satellite Pay-TV services with 22 TV and five radio stations

• The first Malaysia broadcaster to introduce format radio programming

1996

• MBNS was granted a renewable 25-year broadcasting license for the provision of broadcasting services in Malaysia, with exclusivity on DTH satellite TV services until 2017 and non-exclusivity until 2022

1997

• Surpassed one million residential Pay-TV subscribers

2003

• Astro’s The Journey set a new box office record for the highest-ever grossing Malaysian movie up to 2015 with box office collections of over RM17 million

• Entered into a partnership with Azteca, a producer of Spanish language programming and Global Station, a production house in Malaysia for the production and distribution of telenovelas to Malaysian, regional and international audiences

• Voted the top brand in the Media and Entertainment category at the Putra Brand Awards 2014 for the fifth consecutive year

• Launched the ‘Same Day’ campaign where Astro’s customers can watch the latest US and UK TV series on a same day and date basis as its premiere broadcast in their countries of origin

2014• Ventured into e-commerce with the launch of Go Shop,

an entertaining shopping destination accessible 24/7 on TV, online and mobile

• Launched Raku, Malaysia’s personalised audio streaming service by Astro Radio

• Introduced a download feature for Astro GO, enabling downloads of TV shows and movies for offline viewing

• Reached the one-millionth customer milestone for NJOI, our subscription-free satellite TV service

• Commenced collaboration with Kantar Media to offer advertisers and media buyers in Malaysia better insights into the viewing habits of Malaysian Pay-TV homes, collating viewing data directly from Astro STBs

• Voted the ‘Top Media and Entertainment Brand’ at the Putra Brand Awards for the sixth consecutive year

• Launched the on demand service, which enables customers to watch movies and box sets instantly on multiscreens

• Premiered Ola Bola and Polis Evo which became two out of the top three highest grossing Malaysian movies of all time

2015

Key Milestones


2.4.

5.6.

7.8.

9.H

IGH

LIGH

TS

Key Milestones

• Launched the HD-enabled Astro B.yond initiative which comprises hybrid DTH and broadband-enabled STBs and distribution platform

• Won the ‘CASBAA Chairman’s Award’ for our outstanding contribution to the Pay-TV industry in the region

2009

• Surpassed two million residential Pay-TV subscribers

• Introduced Astro On Demand, Malaysia’s first TV Near Video-On-Demand service

2007

• Premiered the first 3D broadcast in Malaysia and Southeast Asia for the 2010 FIFA World Cup

• Launched the Astro B.yond PVR

• Introduced the innovative Astro Tutor TV UPSR examination revision channel

• Received the Gold award in the Media and Entertainment category at the Putra Brands Awards 2010

2010

• Introduced Astro B.yond IPTV, in collaboration with TIME, to deliver IPTV through TIME’s fibre optic broadband network

• Launched Astro First, the premier PPV movie service with near cinema window offerings in Malaysia, made available through our STBs

• Surpassed three million residential Pay-TV subscribers

• Received the Gold award in the Media and Entertainment category at the Putra Brands Awards 2011

2011• Launched NJOI, Malaysia’s first

non-subscription based DTH satellite TV

• Received the ‘Brand of the Year’ and Gold awards at the Media and Entertainment category at the Putra Brand Awards 2012

• Introduced Astro GO, our entertainment service for smartphones, tablets and PCs, as well as broadband-based VOD

• Listed Astro Malaysia Holdings Berhad on the Main Market of Bursa Securities

2012• Launched Astro GO

International to enable Malaysians to watch Astro TV content on smartphones, tablets and notebooks anywhere in the world

• Chosen as one of the Putra Brand Icons and emerged as the top brand in the Media and Entertainment category at the Putra Brand Awards 2013

• Introduced Astro B.yond IPTV with Maxis, offering the best of Astro TV, high-speed broadband and home voice services

2013

Astro Malaysia Holdings Berhad


Event Highlights

February 2016• Successfully secured the Premier

League broadcast rights in Malaysia for the next three seasons from 2016/17 to 2018/19, bringing all 380 Premier League matches every season live on Astro TV in full HD and on all mobile devices via Astro GO

March 2016• Launched Tribe, an OTT video

service for the ASEAN region in partnership with local telecommunications and media companies. Tribe is available in Indonesia through XL Axiata

April 2016• Entered into a Memorandum of

Understanding with Globe Telecom to offer Tribe in the Philippines. The agreement also reflects the intent of both parties to collaborate on content opportunities across the region

• Launched eGG Network, a dedicated 24/7 eSports channel available on Astro and Astro GO

May 2016• Launched TVB’s Jade Pack,

comprising the latest TVB dramas, infotainment and variety shows, Asian martial arts and all-time classics

June 2016• Awarded scholarships to seven

outstanding Malaysian students under the Astro Scholarship Award, as part of our commitment to education and inspiring young people to shape a better future for themselves, their families, their community and the country

July 2016• Partnered with Persatuan

Bulutangkis Seluruh Indonesia to expand Kem Badminton into Indonesia. Shortlisted participants advanced to an intensive training session in Kuala Lumpur and Tokyo

• Introduced a new and improved on demand experience with the launch of the recommendation feature for better personalisation of the viewing experience, and easier access to the on demand catalogue

August 2016• Aired comprehensive coverage

of Rio 2016 Olympics with 12 dedicated channels in both HD and SD on Astro TV and Astro GO. Astro Arena also delivered 15 hours of live broadcast daily of our national athletes in both HD and SD during the Olympics

• Celebrated Malaysia’s 59th National Day with the NEGARAKU campaign, which showcased more than 60 new premieres, bringing the rich history and multicultural landscape of Malaysia to life


2.4.

5.6.

7.8.

9.H

IGH

LIGH

TS

Event Highlights

November 2016 • Introduced Boo, a 24/7 horror movie

channel and the best destination for Asian horror, available on demand on Astro GO and also on Astro Channel 404 in HD

December 2016• eGG Network became the first

eSports and gaming entertainment channel to be made available in Australia via Fetch TV, giving Australian eSports fans front row seats to international eSports tournaments

• hitz fm unveiled its new line-up for its morning breakfast crew, welcoming Jay R Smith to the team and kicking off the new show as the ‘hitz morning crew with J, Arnold and RD’

• Didi & Friends launched its first merchandise store in Metrojaya, The Curve

January 2017• Astro Arena and the Badminton

Association of Malaysia (“BAM”) entered into a broadcast rights agreement to bring comprehensive coverage of badminton on Astro SuperSport and Astro Arena channels on Astro TV and Astro GO. Under the agreement, BAM appointed Astro Arena as its exclusive broadcast partner in Malaysia and Brunei for all BAM events from November 2016 to October 2021

September 2016• Astro Kasih announced its

collaboration with FC Barcelona for its 2016 Astro Kem Bola programme. With the partnership, 32 young footballers participated in the Astro Kem Bola Overseas Training Programme in Barcelona, Spain

• In conjunction with Hari Malaysia, Astro premiered a new documentary, Harimau Malaya 1980, which celebrates the golden days of Malaysian football and the legends of the 1980 Harimau Malaya team. Harimau Malaya 1980 is the untold story of the 1980 football team and their inspiring quest to qualify for the Moscow 1980 Olympics

October 2016• Astro Malaysia and StarHub

Cable Vision Ltd entered into a partnership to offer Go Shop to customers in Singapore. StarHub customers can enjoy a new way of shopping via informative and entertaining demonstrations on Go Shop with the launch of the service in November 2016

• Celebrated Astro’s 20th anniversary by offering all customers free access to Astro Fiesta

• In collaboration with PGL, eGG Network successfully organised Malaysia’s first multilingual eSports championship, Counter Strike: Global Offensive (CS:GO) Minor Championship Asia, with the tournament broadcast on OTT platforms globally in six languages, attracting 1.5 million unique viewers


Awards

February 2016Mob-Ex Awards 2016 • Silver Award

» Best App - Media Owner (Dunia Ceria)

• Bronze Award» Best App - Games (Dunia Ceria)

March 201610th Annual Stevie Awards for Sales & Customer Service• Gold Award

» Back-Office Customer Service Team of the Year

• Silver Award » e-Commerce Customer Service

Award » Innovation in Customer Service

Hong Kong Asian Pop Music Festival (HKAMF) 2016 • Best Vocal Performance Award -

Nicole Lai• LeMusic Viewers’ Top Pick -

Nicole Lai• The Favourite Team Award -

Nicole Lai

6th Global Chinese Golden Chart Awards• MY FM Top Dedicated Song -

Wo Zhi De Kuai Le (Nicole Lai)

April 20163rd Young Entrepreneurs Association of Malaysia’s (PUMM) Top 50 Enterprise Awards• Honorary Award

Golden Globe Tigers Summit Awards 2016 • Marketing Campaign of the Year

Award - Thaipusam 2016 campaign• Award for Social Media in Marketing

2016 Frost & Sullivan Malaysia Excellence Awards• Malaysian Entrepreneurial Company

of the Year (Digital Media: Music-on demand category) - RAKU


2.4.

5.6.

7.8.

9.H

IGH

LIGH

TS

Awards

May 2016MARKies Awards 2016 (Malaysia) • Best Use of Radio - Petronas (Merdeka Man)• Best Idea - Wonda Mulakan Semula

2016 Asia-Pacific Stevie Awards • Silver Stevie

» Innovative Management in Consumer Product & Service Industries Award - Generation of Gamification: Future-proofing the Workplace

» Innovative Use of Technology in Customer Service - Enterprise Feedback Management: Developing the Ecosystem in Delivering Customer Happiness

• Bronze Stevie» Innovation in Customer Service Management, Planning

& Practice Award - Generation of Gamification: Future-proofing the Workplace

» Customer Experience Management Award - Turning a Corporate Fad into Reality

APPIES Malaysia Marketing Congress 2016 • Gold Trophy

» Polis Evo

Anugerah Seri Angkasa 2016 • Promo TV Terbaik - International Superstar 2015 Final • Montaj TV Terbaik - Battleground Audition 2015 • Rekaan Set TV Terbaik - Anugerah MeleTOP ERA • Suntingan Rancangan TV Terbaik - Mail & Sudin Sambut

Ramadan • Audio Rancangan TV Terbaik - Konsert Akademi Fantasia

2015 • Rancangan Agama TV Terbaik - Pencetus Ummah S2 • Bicarawara TV Terbaik - Sembang Teh Tarik • Liputan Berita TV Terbaik - 2000 Prime Talk • Anugerah Khas Juri - Syawal Tanpa Mu MH17• Pengimbangan Muzik TV Terbaik - Anugerah MeleTOP ERA • Penataan Cahaya Penerbitan Hiburan TV Terbaik -

Anugerah MeleTOP ERA

• Wartawan TV - Kamarul Bahrin Haron (Agenda Awani: Diplomasi Rakyat Pak Jokowi)

• Komedi TV Terbaik - Mail & Sudin Sambut Ramadan • Hiburan Muzika TV Terbaik - International Super Star Grand

Final 2015 • Pengacara TV Terbaik - Kamarul Bahrin Haron (Agenda

Awani: Setahun MH370) • Pelakon Wanita Drama TV Terbaik - Fauziah Dato Ahmad

Daud (Harus Terpisah) • Pelakon Lelaki Drama TV Terbaik - Nasir Bilal Khan (Harus

Terpisah)

Malaysian MPI-Petronas Journalism Awards • Consolation Prize

» Best Radio Report - THR Raaga News Team (Raaga General & Sports News)

» Best Photo Essay - Astro Awani (The greatest gift this Father’s Day - An everlasting love and sacrifice)

China Meipai Awards Gala 2016• Best Music Talent Award - Danny Koo

August 2016Putra Brand Awards • Gold Award

» Media Network category • Putra Malaysian Marketer of the Year

The Spark Awards 2016• Gold Award

» Best Media Solution (Radio) - The Merdeka Man» Best Media Solution (Integrated Media)

• Silver Award» Best Programme Promotion - The House

• Bronze Award» Best Media Solution (Radio) - Mulakan Semula Karier

Zahid Bersama Wonda

APPIES Malaysia Marketing Congress 2016 Gold TrophyPolis Evo

Marketing Excellence Awards 2016 Gold AwardDigital Marketing - The House

Putra Brand Awards Gold AwardMedia Network category


September 2016Malam Anugerah Festival Filem Malaysia (FFM) ke-28 • Anugerah Filem Box Office - Polis Evo• Sinematografi Terbaik - Harris Hue Abdullah (Polis Evo)• Anugerah Khas Juri 1 - Ola Bola• Anugerah Khas Juri 2 - Polis Evo• Pelakon Pembantu Wanita Terbaik - Fauziah Dato’ Ahmad

Daud (Langit Cinta)• Pelakon Pembantu Lelaki Terbaik - Hushairi Husain

(Polis Evo)• Penataan Seni Terbaik - Wong Jee Meng & Nick Wong

(Huat The Fish)• Kesan Visual Khas Terbaik- Yusry Abdul Halim

(Cicak Man 3)• Pereka Kostum/Busana Terbaik - Elaine Ng & Weng Shum

(Ola Bola)• Skor Music Asal Terbaik - Ong San & Alex San (Ola Bola)• Lagu Tema Asal Terbaik - Zee Avi & Rendra Zawawi

(Arena Cahaya: Ola Bola)

AIM Chinese 2016 Music Awards• Best New Artiste

» Gold - Geraldine Gan» Silver - Nicole Lai

• Best Dialect Song - ‘Ah Gong Eh Ka Ta Chia’ (Freddie Ng)• Best Young Talent’s Album - Astro Xiao Tai Yang’s ‘Tong

Tong’s Wonderland I’ (Danny Koo, Stephanie Liew & Melissa Ong)

• Best Mini Album - The Journey (Geraldine Gan)• Honor’s Most Popular Online Voting Artiste - Nicole Lai• Best Drama/Movie Theme Song - ‘Yi Bu Ju Li’,

The Journey (Geraldine Gan)• Best Chinese New Year Album - MY Astro ‘Ho Yeah’ 2016

Chinese New Year Album

October 20162016 PMAA Dragons of Asia• Best Entertainment

» Gold - Polis Evo Marketing Campaign

Marketing Excellence Awards 2016 • Gold Award

» Digital Marketing - The House• Silver Award

» Brand Awareness - The House » Performance Marketing - Astro GO

Malaysian Institute of Accountants 2016 Integrated Reporting Awards• Recognition Award for Pioneering Integrated Reporting in

Malaysia - 2016 Annual Report

November 2016Malaysia’s 100 Leading Graduate Employer Awards• Most Popular Graduate Employer Brand in

Broadcasting/Media• Top 10 of Leading Graduate Employer Brands

WAN-IFRA (World Association of Newspapers and News Publishers) Asian Digital Media Awards 2016• Gold Award

» Best Lifestyle Website - Obviously Harith Iskander » Best Digital Advertising Campaign - Obviously Harith

Iskander

2016 11th Annual Contact Center World Top Ranking Performers Awards • Best Contact Center Large (in-house) - Gold Medal

MPA Magazine Awards 2016 • Gold Award

» Editorial Awards - InTrend and CAR» Front Cover Awards - FourFourTwo, Style, ifeel, Men’s Uno

• Silver Award » Editorial Awards - CAR» Front Cover Awards - FourFourTwo, ifeel, FHM,

Men’s Uno, Astroview Traveller• Bronze Award

» Front Cover Awards - Style, ifeel, Men’s Uno, CAR

15th Asia Business Leaders Awards • Asia Talent Management Award - GCEO Dato’ Rohana Rozhan

53rd Golden Horse Awards• Best Original Film Song - Arena Cahaya: Ola Bola (Zee Avi &

Rendra Zawawi)

December 201621st Asian Television Awards • Best Single Drama or Telemovie - Tulus Ikhlas

MSWG Malaysia-ASEAN CG Awards 2016 • CEO of the Year - Dato’ Rohana Rozhan

Awards


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6 January 2017• Payment date for the third interim single-tier dividend of

3 sen per ordinary share for FY17

28 March 2017• Announcement of the unaudited results for the fourth

quarter ended 31 January 2017• Announcement of the fourth interim single-tier dividend

of 3 sen per ordinary share and a proposed final single-tier dividend of 0.5 sen per ordinary share in respect of FY17

27 April 2017• Payment date for the fourth interim single-tier dividend

of 3 sen per ordinary share for FY17

17 May 2017• Notice of Fifth Annual General Meeting and the issuance

of Annual Report and Circular to Shareholders

15 June 2017• Fifth Annual General Meeting

14 July 2017• Proposed payment date for the final dividend of 0.5 sen

per ordinary share for FY17

Financial Calendar

31 May 2016• Announcement of the unaudited results for the first

quarter ended 30 April 2016• Announcement of the first interim single-tier dividend of

3 sen per ordinary share in respect of FY17

30 June 2016• Payment date for the first interim single-tier dividend of

3 sen per ordinary share for FY17

14 September 2016• Announcement of the unaudited results for the second

quarter ended 31 July 2016• Announcement of the second interim single-tier

dividend of 3 sen per ordinary share in respect of FY17

13 October 2016• Payment date for the second interim single-tier

dividend of 3 sen per ordinary share for FY17

7 December 2016• Announcement of the unaudited results for the third

quarter ended 31 October 2016• Announcement of the third interim single-tier dividend of

3 sen per ordinary share in respect of FY17


Investor Relations

Our Charter

As we pursue a strategy of growth, transformation and innovation, coupled with a focus on leveraging off scale and invested infrastructure, Astro is committed to delivering long-term shareholder value. Since our IPO in October 2012, we have consistently declared quarterly interim dividends, along with a final dividend at the end of the financial year, in line with our dividend policy of achieving a payout of at least 75% of profits to our shareholders.

Share Price Performance

Despite macro uncertainties and consumer sentiment fluctuations, Astro’s shareholder returns have continuously outperformed our market benchmark. In comparison to the FTSE Bursa Malaysia KLCI Index, which grew 4.3% in FY17, our shares generated a return of 5.2% with quarterly dividends reinvested.

Dividends

For FY17, we declared four quarterly dividends of 3 sen per share and a final dividend, subject to shareholder approval, of 0.5 sen per share. This equates to a total dividend payment of 12.5 sen per share for FY17, which translates to a dividend yield of 4.5%. Our ability to reward shareholders comes on the back of us being a highly cash generative business, with FCF being 211% of PATAMI, and total dividend payout of 104% and 49% of PATAMI and FCF respectively.

Price(RM)

Volume(million)

February2016

March2016

April2016

May2016

June2016

July2016

August2016

September2016

October2016

November2016

December2016

January2017

3.5 12

310

2.5

8

2

1.5

6

1

4

0.52

0 0

Price Share value with dividends reinvested Volume


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Investor Relations

FY14 FY15 FY16 FY17

Total dividend per share (RM per share) 0.09 0.11 0.12 0.125

Total dividend payout (RM mil) 468 572 624 651

Dividend payout as % of PATAMI 104% 110% 101% 104%

EPS (sen) 8.6 10.0 11.8 12.0

Dividends are paid within 30 days from the date of declaration for interim dividends and date of shareholders’ approval for final dividends, as shown in the table below.

Declaration Date Entitlement Date Payment Date

Q1 31 May 2016 16 June 2016 30 June 2016

Q2 14 September 2016 30 September 2016 13 October 2016

Q3 7 December 2016 23 December 2016 6 January 2017

Q4 28 March 2017 12 April 2017 27 April 2017

Financial Announcements

Each quarter, we share our financial results with the public through announcements to Bursa Securities, including detailed financial statements, key financial and operational indicators and analysis of performance. Press releases are also issued to relay relevant achievements and updates. Additionally, we host a quarterly conference call to present our results and facilitate a Q&A session, chaired by our GCEO and attended by our senior leadership. These platforms are important to us, as we strive towards providing the investment and media community with a comprehensive view of our Group’s performance, opportunities, challenges and strategies moving forward.

Analyst & Investor Engagement

Our stock is actively covered by 24 research houses, and the Investor Relations team engages frequently with research analysts, fund managers and the wider investment community. We count among our investors a wide range of reputable institutional funds, both local and international.

Over the past year, the Investor Relations team conducted over 150 one-on-one and group meetings/teleconference calls. In FY17, our senior leadership also participated in Invest Malaysia Kuala Lumpur and Credit Suisse AIC Hong Kong 2016, in addition to non-deal roadshows across the globe.

To ensure that we communicate effectively with all shareholders, we continuously update our corporate portal which details our company’s stock, financial and other investor-related disclosures. Our quarterly results and Annual Reports are made available on our corporate portal at corporate.astro.com.my. Press conferences are also held regularly to further address any media queries and to reinforce our commitment to transparency.

Our Investor Relations team can be contacted directly with queries via [email protected], and welcomes feedback from the investment community.


Tun Dato’ Seri Zaki Bin Tun AzmiIndependent Non-Executive Chairman

Augustus Ralph MarshallNon-Independent Non-Executive Deputy Chairman

Dato’ Rohana Binti Tan Sri Datuk Haji RozhanExecutive Director/Group Chief Executive Officer

Datuk Chin Kwai Yoong Independent Non-Executive Director/Senior Independent Director

Datuk Yvonne ChiaIndependent Non-Executive Director

Richard John FreudensteinIndependent Non-Executive Director

Dato’ Mohamed Khadar Bin MericanNon-Independent Non-Executive Director

Quah Bee FongNon-Independent Non-Executive Director

Lim Ghee KeongNon-Independent Non-Executive Director

Bernard Anthony CraggNon-Independent Non-Executive Director(Resigned on 31 March 2017)

Corporate Information

BOARD OF DIRECTORS


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Corporate Information

COMPANY SECRETARYLiew Wei Yee Sharon (LS7908)

REGISTERED OFFICE 3rd Floor, Administration BuildingAll Asia Broadcast CentreTechnology Park MalaysiaLebuhraya Puchong-Sungai BesiBukit Jalil57000 Kuala Lumpur

Telephone No. : +60(3) 9543 6688Fax No. : +60(3) 9543 3007Website : corporate.astro.com.my

SHARE REGISTRARSymphony Share Registrars Sdn BhdLevel 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling Jaya, Selangor

Telephone No. : +60(3) 7841 8000Helpdesk No. : +60(3) 7849 0777Fax No. : +60(3) 7841 8151/ +60(3) 7841 8152

AUDITORS AND REPORTING ACCOUNTANTSPricewaterhouseCoopersLevel 10, 1 SentralJalan RakyatKuala Lumpur Sentral50706 Kuala Lumpur

Telephone No. : +60(3) 2173 1188Fax No. : +60(3) 2173 1288

STOCK EXCHANGE LISTINGMain Market of Bursa MalaysiaSecurities BerhadListed since 19 October 2012

Stock Code : 6399Sector : Trading & Services

PRINCIPAL BANKERS CIMB Bank Berhad20th Floor, Menara CIMBJalan Stesen Sentral 2Kuala Lumpur Sentral50470 Kuala Lumpur

Telephone No. : +60(3) 2261 8888

Citibank BerhadLevel 45, Menara Citibank165 Jalan Ampang50450 Kuala Lumpur

Telephone No. : +60(3) 2383 8585

Malayan Banking Berhad32nd Floor, Menara Maybank100 Jalan Tun Perak50050 Kuala Lumpur

Telephone No. : +60(3) 2070 8833

RHB Bank BerhadLevel 7, Tower ThreeRHB CentreJalan Tun Razak50450 Kuala Lumpur

Telephone No. : +60(3) 9287 8888


Board of Directors



Board of Directors’ Profiles

Augustus Ralph Marshall Tun Dato’ Seri Zaki Bin Tun Azmi

Dato’ Rohana Rozhan

Tun Zaki holds a Barrister-at-Law qualification from the Lincoln’s Inn, UK.

He joined the Malaysian Judicial and Legal Services as a Magistrate and was later transferred to the Attorney General’s Chambers where he held several positions for 15 years before going into private legal practice. He was appointed as a Judge of the Federal Court of Malaysia in 2007 and shortly thereafter, became the President of Court of Appeal of Malaysia, the second highest judicial office in the country. In October 2008, he was appointed as the 12th Chief Justice of Malaysia. He also holds the distinction of being appointed as the first chairman of the Judicial Appointment Commission until his retirement as Chief Justice in September 2011.

He is the Chairman of the board of University Malaysia Sabah and the Chancellor of Multimedia University and MAHSA University.

Malaysian, 71, Male Malaysian, 65, Male Malaysian, 54, Female

Independent Non-Executive Chairman

First appointment as Independent Non-Executive Chairman: 15 August 2012

Chairman of Nomination & Corporate Governance Committee

Non-Independent Non-Executive Deputy Chairman

First appointment as Executive Deputy Chairman: 21 March 2011

Re-designation as Non-Independent Non-Executive Deputy Chairman: 18 September 2012

Executive Director & Group Chief Executive Officer

First appointment as Executive Director: 21 March 2011

Appointment as Chief Executive Officer: 1 April 2011

Re-designation as Group Chief Executive Officer: 1 April 2016Ralph Marshall has more than 30

years of experience in financial and general management. He is an Independent Non-Executive Director and also Chairman of the audit committee of KLCC Property Holdings Berhad (listed on the Bursa Securities) and an Independent Non-Executive Director of KLCC REIT Management Sdn Bhd (the Manager of KLCC Real Estate Investment Trust). He also serves as a Non-Executive Director of Johnston Press plc (listed on the London Stock Exchange plc).

He is an Associate of the Institute of Chartered Accountants in England and Wales and a Member of the Malaysian Institute of Certified Public Accountants.

Dato’ Rohana Rozhan, a pioneer member of the Astro Group, is also the Chief Executive Officer of MEASAT Broadcast Network Systems Sdn Bhd, a wholly-owned subsidiary of the Company. A principal architect of the Company’s growth strategies that are delivering sustainable returns for its shareholders, she continues to lead the Company through a multitude of industry breakthroughs and firsts. In recognition of her vision, entrepreneurism, dynamism and efforts in encouraging corporate governance practices, she was named the CEO of the Year 2016 by the Minority Shareholder Watchdog Group (MSWG) at the MSWG Malaysia-ASEAN CG Awards.


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Datuk Chin Kwai Yoong Datuk Yvonne Chia Dato’ Rohana Rozhan

Datuk Chin Kwai Yoong is a Fellow of the Institute of Chartered Accountants in England and Wales and a Member of the Malaysian Institute of Certified Public Accountants as well as the Malaysian Institute of Accountants.

He was an audit partner with PricewaterhouseCoopers from 1982 until his retirement in 2003. During his tenure as partner, he was an Executive Director in charge of the Consumer & Industrial Products & Services Group. He also served as Director of the Audit and Business Advisory Services Division, and of the Management Consulting Services Division.

He has extensive experience in the audits of major companies in the banking, oil & gas and automobile industries as well as in the heavy equipment, manufacturing, construction and property development sectors. He was also involved in corporate advisory services covering investigations, mergers & acquisitions and share valuations.

He is an Independent Non-Executive Director of Deleum Berhad and Genting Berhad (both listed on the Bursa Securities), and also a Director of Bank Negara Malaysia.

Datuk Yvonne Chia is a Fellow Chartered Banker and holds a Bachelor of Economics (Honours) from University of Malaya.

She has more than 30 years of experience in the financial services industry, having held leading positions in both foreign and local institutions. She started her career in Bank of America and held various roles in Asia. She was the former Group Managing Director and Chief Executive of RHB Bank Berhad (1996-2002) and Hong Leong Bank Berhad (2003-2013).

She is the Independent Non-Executive Chairman of Standard Chartered Bank Malaysia Berhad and Standard Chartered Saadiq Berhad and is also an Independent Non-Executive Director of Hengyuan Refining Company Berhad and Silverlake Axis Limited (listed on the Singapore Exchange Ltd).

She is also a Council Member of Asian Institute of Chartered Bankers and a Board of Trustee for Teach For Malaysia Foundation, and an Honorary Professor of University of Nottingham School of Economics.

Malaysian, 68, Male Malaysian, 64, Female

Senior Independent Director Independent Non-Executive Director

Chairman of Audit Committee

Chairman of Remuneration Committee

Member of Nomination & Corporate Governance Committee

Member of Audit Committee

Member of Nomination & Corporate Governance Committee

First appointment as Independent Non-Executive Director: 21 March 2011

First appointment as Independent Non-Executive Director: 1 January 2014

Re-designation as Senior Independent Director: 15 August 2012

On the global front, she has earned recognition for management and leadership including in championing complementarity and diversity, as well as community and talent development. For CSR, she was granted the Silver Stevie Award for 2013, and CNBC’s Asia Business Awards 2015. Variety Magazine, Los Angeles honoured her as a Woman of Impact 2014, while CNN featured her as a Leading Woman in 2016. She is the recipient of the Toastmasters Golden Gavel 2014 Award and, in 2016, CNBC recognised her as Asia’s Business Leader for Talent Management. She holds a Bachelor of Arts (Hons) degree in Accounting and Economics from University of Kent, Canterbury, UK. She is a Fellow of the Chartered Institute of Management Accountants, UK, a Member of the Malaysian Institute of Accountants and a member of World Economic Forum since 2015. She has also completed the Advanced Management Program at Harvard Business School, USA. Previously, she was attached to the Unilever group of companies from 1985 to 1995, both in UK and Malaysia, where she held various management positions.



Dato’ Mohamed Khadar Bin Merican

Bernard Anthony Cragg

Bernard Cragg holds a degree in Mathematics from Liverpool University. He is a Chartered Accountant and had spent over 8 years in PricewaterhouseCoopers.

He is the Chairman of GlobalData plc (listed on the London Stock Exchange plc). He formerly held various senior management positions in Carlton Communication plc (listed on the London Stock Exchange plc) for over 17 years including as its Group Financial Controller, Company Secretary and Group Finance Director. He has served as Chairman of Datamonitor plc and i-mate plc (both listed on the London Stock Exchange plc) and was previously a Director of Alternative Networks plc, Workspace Group plc, Mothercare plc, Arcadia Group plc and Bristol & West plc, a part of the Bank of Ireland (UK) Financial Services.

British, 62, Male Malaysian, 61, Male

Non-Independent Non-Executive Director

Member of Remuneration Committee


Re-designation as Non-Independent Non-Executive Director: 15 August 2012

Resigned as a Director and Member of the Audit Committee: 31 March 2017


Re-designation as Non-Independent Non-Executive Director: 1 June 2016

Dato’ Khadar Merican is a Member of the Institute of Chartered Accountants in England and Wales as well as the Malaysian Institute of Accountants.

He has more than 30 years of experience in financial and general management and had served as an auditor and a consultant in an international accounting firm before joining a financial services group in 1986. He had held various senior management positions in Tradewinds Corporation Bhd (then listed on the Bursa Securities) between 1988 and 2003, including as President and Chief Operating Officer.

He is a Director of AirAsia Berhad and Sona Petroleum Berhad (in liquidation), both listed on the Bursa Securities. He was named “Chairman of the Year” by the Minority Shareholder Watchdog Group (MSWG) at the MSWG Annual Corporate Governance Index and Award 2013.

Richard John Freudenstein

Richard Freudenstein holds a Bachelor of Economics and a Bachelor of Laws (Honours) from University of Sydney.

He is a media executive with extensive experience in the Australian and international markets. He was the Chief Executive Officer of Foxtel (2011-2016) and prior to that, he was the Chief Executive Officer of News Digital Media (the digital division of News Limited) and The Australian newspaper. He returned to Australia in August 2006 after seven years at British Sky Broadcasting Limited, the last six as Chief Operating Officer.

He is a Non-Executive Director of REA Group Ltd (listed on the Australian Securities Exchange Ltd) and formerly a Director of Ten Network Holdings Ltd, one of the Australia’s leading television companies, amongst others.

Australian, 52, Male

Independent Non-Executive Director

Member of Audit Committee


Member of Remuneration Committee

First appointment as Independent Non-Executive Director: 30 September 2016


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Notes:

1. None of the Directors have any conflict of interest with the Company2. None of the Directors have any convictions for offences within the past 5 years3. None of the Directors have any public sanctions and/or penalties imposed on them by the relevant regulatory bodies during FY174. None of the Directors have any family relationship with any Directors and/or Major Shareholders of the Company


Quah Bee Fong Lim Ghee Keong

Malaysian, 46, Female Malaysian, 49, Male


First appointment as Non-Independent Non-Executive Director: 24 April 2015


First appointment as Alternate Director to Augustus Ralph Marshall: 21 March 2011

Appointment as Non-Independent Non-Executive Director: 30 September 2016Quah Bee Fong holds a Bachelor

of Commerce (Honours) degree, majoring in Management Economics and Finance from the University of Guelph, Ontario, Canada. She has more than 20 years of experience in equity research and investments.

Prior to joining Khazanah Nasional Berhad (“Khazanah”) in 2005, she was attached with various investment banks and stockbroking companies in Malaysia and the region.

She is currently a Director in the Investments Division of Khazanah. She also sits on the boards of various creative and media companies within Khazanah’s portfolio companies.

Lim Ghee Keong holds a Bachelor of Business Administration degree, majoring in Finance, from the University of Hawaii at Manoa, USA.

He has more than 20 years of experience in treasury and credit management. Prior to joining the Usaha Tegas Sdn Bhd (“UTSB”) Group in 1995, he was attached to General Electric Capital Corporation in the USA and Ban Hin Lee Bank in Malaysia.

He is a Director and Chief Operating Officer of UTSB, and he serves on the boards of several other companies in which UTSB Group has interests, such as Maxis Berhad (listed on the Bursa Securities), Tanjong Public Limited Company and Bond Pricing Agency Malaysia Sdn Bhd, a bond pricing agency registered with the Securities Commission Malaysia. He is also a Director of Paxys Inc (listed on the Philippines Stock Exchange) and Yu Cai Foundation.


Senior Leadership


Phuah Aik ChongChief Technology Officer

Dato’ Rohana RozhanExecutive Director & Group Chief Executive Officer

Iskandar SamadChief Executive Officer, Tribe

Henry Tan Poh HockChief Operating Officer

Liew Swee LinChief Commercial Officer

Rohaizad MohamedSenior Vice President, Broadcast & Operations

Datuk David Michael YapVice President, Community Affairs

Faizal MansorChief Executive Officer,Astro Productions

Front row, from left to right

Back row, from left to right


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Senior Leadership’s Profiles

Dato’ Rohana Rozhan

Executive Director & Group Chief Executive Officer

Please refer to her profile in the Board of Directors’ profile section on pages 42 to 43.

Henry Tan Poh Hock

Chief Operating Officer

Malaysian, age 53, Male, Henry joined our Group on 2 May 2008 as Chief Operating Officer.

He is responsible for the creation and aggregation of all content and marketing, branding and airtime sales strategy, across all distribution channels including TV, radio, digital, publications and film. He is also the Chairman of Go Shop.

He has more than 26 years of experience in the media industry and prior to joining Astro, he worked at the WPP Group as Chief Executive Officer, Group M (Malaysia and Singapore) from 2006 to 2008, and prior to that as Chief Executive Officer of Mindshare Malaysia from 2000 to 2006. His previous experience in media includes a role as General Manager at HVD Entertainment, a Malaysian television production company from 1996 to 2000, and prior to that at Ogilvy & Mather from 1988 to 1996 where his last position was Media Director. From 1986 to 1988, he worked at Hewlett-Packard Australia and Pan Global Wang Computers.

He holds degrees in Business (Marketing) and Arts (Communications) from Chisholm Institute of Technology Australia (now known as Monash University).

Liew Swee Lin

Chief Commercial Officer

Malaysian, age 48, Female, Swee Lin joined our Group on 16 November 2010 as Chief Commercial Officer.

She is responsible for driving Astro’s market expansion and delivering profitable growth. She oversees product management, segment marketing, sales, customer experience, operations and supply chain as well as leads Astro’s e-commerce ventures. She is also a Director of Go Shop.

She has diverse experience in media and financial services in the fields of retail banking, fast moving consumer goods and insurance across the Asia Pacific. Prior to joining Astro, she was the EVP - Consumer Banking at Alliance Bank Malaysia Bhd and was an Executive Director of Alliance Islamic Bank Bhd. She has also held senior leadership positions at Standard Chartered Bank and OgilvyOne Worldwide, a WPP Group company.

She received a Masters in Science in International Marketing from University of Strathclyde, UK and is an accredited Certified Financial Planner (CFP, US). She is also a certified Member of the Financial Planning Association of Malaysia.


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Shafiq Abdul Jabbar

Group Chief Financial Officer

Malaysian, age 39, Male, Shafiq joined our Group on 9 January 2017 as Group Chief Financial Officer.

He oversees the finance function across our Group encompassing financial control, process, risk assurance, treasury, business partner advisory, investor relations and tax.

Prior to joining Astro, he was the Chief Financial Officer (Malaysia) of CIMB, a position he held since 1 January 2012. Before joining CIMB, he was an Executive Director at PricewaterhouseCoopers, a role he held having advanced from managerial positions in its Kuala Lumpur and London offices, where he provided assurance and advisory services to key clients on Bursa Malaysia and FTSE 100.

He holds a Bachelor of Commerce, majoring in Accounting and Finance from the University of Melbourne, Australia and was appointed the Malaysian Chair of Chartered Accountants Australia and New Zealand in February 2017.

Raymond Tan Wei Ming

Chief Investment Officer

Malaysian, age 44, Male, Raymond joined our Group on 11 June 2012 and was appointed Chief Investment Officer on 1 February 2013.

He is responsible for Astro’s capital and investment management. In particular, he oversees all corporate finance and business development activities, portfolio management, group strategy, as well as strategic contracts and procurement.

He has more than 20 years of experience in the fields of investment banking, private equity, accounting, treasury and audit. Prior to joining Astro, he was a Director of Credit Suisse London in the Telecom, Media and Technology investment banking division. Before joining Credit Suisse, he worked for Barclays Capital, Macquarie Bank, FH Faulding and Deloitte.

He received a Masters in Business Administration from the London Business School, UK, and holds a Bachelor of Commerce, majoring in Accounting and Finance from the University of Adelaide, Australia. He is also a member of Chartered Accountants Australia and New Zealand, and a Fellow of the Financial Services Institute of Australasia.

Phuah Aik Chong

Chief Technology Officer

Malaysian, age 45, Male, Aik Chong joined our Group on 1 July 1995 and was appointed Chief Technology Officer on 1 July 2015.

He is responsible for our Group’s products and technology portfolios, overseeing the development of products and services for homes and individuals, as well as all technology areas required for delivery through satellite, fibre to the home, broadband and mobile, data and analytics platform, enterprise IT and security. He is also focused on driving Astro’s digital transformation into a cloud-first, mobile-first, and analytics-driven technology organisation.

He received a Masters in Business Administration from the University of Chicago - Booth School of Business, USA, and holds a Bachelor in Electronic and Computer Engineering (Hons) from Universiti Pertanian Malaysia.



Grace Lee Hwee Ling

Chief Executive Officer, Go Shop

Malaysian, age 41, Female, Grace joined our Group on 2 January 2001 and was appointed Chief Executive Officer of Go Shop on 1 October 2016.

She is responsible for driving Go Shop’s growth in Malaysia and Singapore, customer experience, broadcasting, sales, marketing, operations, supply chain management and technology. She also works regularly with industry stakeholders to build and grow the company’s brand and services. Prior to joining Astro, she worked for PricewaterhouseCoopers’ Assurance and Advisory division.

She received a Masters in Business Administration with Distinction from Charles Sturt University, Australia, and holds a degree in Accounting and Finance from Curtin University, Australia. She is an Australian Fellow of Certified Practising Accountant (FCPA Aust.), an International Certified Professional Accountant (ICPA), a Certified Information Systems Auditor (CISA, US) and is Certified in the Governance of Enterprise IT (CGEIT, US).

Iskandar Samad

Chief Executive Officer, Tribe

Malaysian, age 36, Male, Iskandar joined our Group on 2 November 2015 and was appointed Chief Executive Officer of Tribe on 1 May 2016.

He is responsible for Tribe, our Group’s regional online video streaming business that currently operates in Indonesia and the Philippines. In addition, Iskandar also heads Raku, a digital brand that operates an online radio and music streaming service in Malaysia.

Prior to joining Astro, he was Head of Special Projects at Axiata Group Berhad. He started his career with McKinsey & Company, where he served clients in areas of strategy, finance, M&A, marketing, and operations over a range of industries, including telecommunications and media.

He received a Doctorate in Engineering from the University of Cambridge, UK and holds a First Class degree in Electrical Engineering & Information Sciences from the same university.

Datuk Jake Abdullah

Chief Executive Officer, Astro Radio

Malaysian, age 51, Male, Jake joined our Group on 1 April 1996 and was appointed Chief Executive Officer of Astro Radio on 19 December 2013.

He is responsible for overseeing Astro Radio’s strategic direction, in particular brands and talent, as well as driving radex growth.

He was briefly seconded to 1M4U under the Prime Minister’s Office, where he established the volunteer organisation and spearheaded its numerous activities. He also led the setting up of four Astro affiliated radio stations, two in India (Aamar FM and Power FM) and two in Jakarta (Gen FM and Jak FM).

He has attended the Harvard Business School ASEAN Senior Managers Programme.


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Faizal Mansor

Chief Executive Officer, Astro Productions

Malaysian, age 47, Male, Faizal joined our Group on 31 July 2015 as Chief Executive Officer of Astro Productions.

He is responsible for driving Astro Production’s growth and overseeing its strategic direction, in particular operational excellence and efficiencies, business development, marketing and regulatory matters.

Prior to joining Astro, he was the Chief Financial Officer of Malaysia Airports Holdings Berhad. He started his career with the Securities Commission Malaysia and has had extensive experience in treasury, corporate finance and investment banking initially with the Bank of Tokyo - Mitsubishi and subsequently with the AmBank Group.

He received a Masters in Business Administration from Ohio University, USA, and holds a Bachelor of Science in Accounting from Rutgers University, USA, as well as a Diploma in Aviation from IATA. He is also Fellow Member of the Chartered Accountants Australia and New Zealand.

Rohaizad Mohamed

Senior Vice President, Broadcast & Operations

Malaysian, age 55, Male, Rohaizad joined our Group on 1 March 1996 and was appointed Senior Vice President, Broadcast & Operations on 1 April 2009.

He is responsible for ensuring operational excellence of our Group’s broadcast operations and engineering, IT operations, property and space management, and content compliance.

He has 30 years of experience in broadcast operations and engineering. Prior to joining Astro, he worked for Media Prima Berhad from 1986 to 1996 under its TV3 broadcasting operations where his last position was as Head of Broadcast Maintenance and IT Operations.

He holds a Diploma in Electronics Engineering from University of Technology MARA, Malaysia.

Rekha Mahendran

General Counsel & Senior Vice President, Human Capital

Malaysian, age 49, Female, Rekha joined our Group on 16 February 2015 and was appointed General Counsel & Senior Vice President, Human Capital on 6 March 2017.

She is responsible for our Group’s legal and compliance matters, focusing on Content, Technology & Operations, Corporate and Strategic Initiatives. She is also responsible for our Group’s Human Capital function.

Prior to joining Astro, she worked for Discovery Communications in London, where she held the post of Regional Counsel for their UK & EMEA business, as well as serving in their Singapore office covering the Asia-Pacific region.

She is a qualified lawyer from the University of London and obtained the professional qualification of Barrister-in-Law from Gray’s Inn (UK).


Datuk David Michael Yap

Vice President, Community Affairs

Malaysian, age 54, Male, David joined our Group on 1 November 1997 and was appointed Vice President, Community Affairs on 1 February 2007.

He is responsible for our Group’s corporate responsibility and stakeholder management initiatives. He also led the incorporation of the Astro Kasih Foundation which promotes education, community advancement, sports development and environmental awareness, particularly in underserved communities across Malaysia.

He has over 25 years of experience in corporate sustainability, government relations, corporate communications and advertising. Prior to joining Astro, he worked for PETRONAS and was involved in international brand management.

He holds a Bachelor of Arts (Hons) in Geography from University of Malaya, and is a Fellow of the Institute of Marketing Malaysia.

Laila Saat

Vice President, Regulatory & Industry Affairs

Malaysian, age 48, Female, Laila joined our Group on 3 May 2005 and was appointed Vice President, Regulatory & Industry Affairs on 1 April 2009.

She is responsible for providing specialist advice on the Malaysian regulatory framework and facilitating a conducive regulatory environment for the execution of our Group’s strategic imperatives. Working alongside the relevant authorities and stakeholders, she also leads our Group’s intellectual property protection activities.

Prior to joining Astro, she worked for Flagship Marketing, Amona and UEM Holdings Bhd, and has 23 years of local and international experience in strategic and marketing communications.

She received a Masters of Science in Corporate Communications from University Putra Malaysia, and holds a Bachelor of Education in TESL from University of Malaya.

Tammy Toh Seok Kheng

Vice President, Group Communications

Malaysian, age 49, Female, Tammy joined our Group on 3 September 2007 as Vice President, Group Communications.

She is responsible for reinforcing our Group’s market leadership via 360o communications and oversees corporate, brand and marketing communications, media, stakeholder and issues management, as well as event management activities.

She has extensive experience in strategic communications, having worked in senior positions in various industries including Royal Selangor Pewter, Gamuda Berhad and Alliance Financial Group.

She holds a Bachelor of Arts (Hons) in English Literature from University of Malaya, and is a member of the International Association of Business Communicators (IABC).


Notes:

1. None of the members of the senior leadership have any conflict of interest with the Company2. None of the members of the senior leadership have any convictions for offences within the past 5 years3. None of the members of the senior leadership have any public sanctions and/or penalties imposed on them by the relevant regulatory bodies during FY174. None of the members of the senior leadership have any family relationship with any Directors and/or Major Shareholders of the Company


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Statement on Corporate Governance

As we continue to look beyond our own shores and aspire to become ASEAN’s top media brand, we are guided by international best practices to the extent practicable, apart from the key legislations and guidelines which are binding on Astro as a public company listed on Bursa Malaysia, including the Act, MMLR and CG Code.

Our Board is pleased that Astro continues to be part of the FTSE4Good Bursa Malaysia Index, which sets high standards for companies with environmental, social and governance practices since our admission in year 2015. Last year, we were ranked 8th for overall CG and Performance and ranked 15th for Good Disclosures in the MSWG-Asean Corporate Governance Survey 2016, among 868 listed.

Our Board has reviewed and approved this statement on 28 March 2017, and is pleased to inform that we are in compliance with the principles and recommendations outlined in the CG Code.

Summary of Key Activities of the Board During FY17

During the FY17, the following key matters were reviewed under the leadership of our Board:

(a) Our Board is responsible for defining the overall strategic direction of the business together with our GCEO and for driving our Group’s vision, mission and goals. In December 2016, we reviewed the strategies for the next 5 years from FY18 - FY22 and the FY18 annual budget. Astro continues to execute against its strategic imperatives to deliver long-term shareholder returns and a progressive dividend policy. Recognising that digitalisation has brought about unprecedented democratisation of consumer choice, our core strategies include delivery of premium and differentiated content as well as a diverse range of products and services to consumers of all ethnicities transcending borders. We continue to evolve our consumer and content strategies to stay ahead of our competitors as well as winning over the millennials and ideating digital content.

(b) We re-assessed our technology strategies and digitalisation aspiration across platforms, products and services, as well as in building up analytics capabilities and customer intelligence, to better serve connected and mobile customers to meet the evolving customer trends and preferences, both for traditional linear TV and in the digital space. In the early months of FY17, we launched Tribe for customers of XL Axiata, one of the leading telcos in Indonesia, leveraging on our infrastructure, content capabilities and operational experience; and subsequently in December 2016, Tribe was launched in partnership with Globe Telecom in the Philippines.

(c) On a quarterly basis, we reviewed the operating results, which were tracked against the budget and targets approved by the Board. We deliberated and approved the Company Scorecard, which sets out the KPIs by which our GCEO will be evaluated at the year-end appraisals. Further details on the KPIs are set out on page 71.

(d) During the year, we took a hard look at a few partnerships formed in previous years. Arising from this review, our Group divested 25% equity interest in Advanced Wireless Technologies Sdn Bhd and approved the divestment of 30% equity interest in Spark Asia TV Pte Ltd, primarily to focus on channeling our resources to the core objectives in our five-year business plan. At the same time, we acquired 100% equity interest in Capital FM Sdn Bhd (“Capital FM”), which operates two FM radio stations and a 20% equity interest in Turner Astro Limited (“Turner Astro”), a joint venture between Astro and Turner Asia Pacific Ventures, Inc.

The acquisition of Capital FM is consistent with our strategic and financial objectives considering the scarcity of radio spectrums and frequencies in Malaysia and thus, we believe that acquiring Capital FM is an effective way to expand our Group’s current reach and content formats to target new audiences, as well as increase advertising revenues. Turner Astro is a company principally engaged in owning and operating a Korean general entertainment channel known as “Oh!K”. In view of the demand and popularity of Korean content worldwide, the “Oh!K” channel now allows Astro to provide a more complete bouquet of Korean entertainment to our customers as well as to secure proprietary interest over an exciting channel. Go Shop, our home shopping business in partnership with GS Korea which we formed two years ago, continues on an upward trajectory both in terms of revenue and EBITDA; and as part of the expansion plans, we launched the Go Shop channel in Singapore under a partnership with StarHub in November 2016.

Our Board recognises that corporate governance is essential for our Group’s sustainable long-term performance, value creation for shareholders and safeguarding/promoting the interests of each and every stakeholder.



(e) We constantly review our Group’s cash requirements on a rolling forward basis and identified financing options that are appropriate to our circumstances and are in our best interest. We continued to manage our costs, particularly content costs which are substantially USD denominated by reviewing the appropriateness of our content mix, contractual terms with key content suppliers and our hedging strategies while optimising cost to serve.

(f) Our responsibilities include ensuring the adequacy of our Group’s control environment and risk management activities through continuous identification and management of our emerging risks impacting our Group given the crowded and ever evolving market landscape. With the assistance of our AC, the overall risk profile of our Group and risk mitigation strategies were reviewed on a quarterly basis.

(g) We recognised the need to fill the talent gaps required to support the five-year business plan, particularly on the sourcing of expertise for digitalisation and monetisation of our Group’s businesses, both through recruitment and upskilling as well as reskilling our existing talent.

(h) Key internal documents and policies such as the Board Charter and the Terms of Reference (“TOR”) of the respective Board Committees were reviewed and updated to enhance our governance framework and clarity during the year.

1. Overall Governance Structure

Our Group’s overall governance framework as depicted below is guided by four principles namely, Fairness, Transparency, Accountability and Responsibility.

Stakeholders

Board of Directors

• Provides strategic leadership necessary to enable our Group’s business objectives to be met within a framework of internal controls

• Ensures that the interest of the stakeholders are safeguarded

• Responsible for overseeing the management and business affairs and makes all major policy decisions of our Group

Tender Committee

Executes the procurement strategy and coordinates the

tender process

Group Risk Management Committee

Monitors and manages our Group’s risk profile

Group Treasury Committee

Executes the hedging strategy and cash management plan

Senior Leadership

Assists our GCEO to manage the business on a day-to-day basis

AC

Monitors integrity of financial statements, risk management and internal controls and effectiveness

of external and internal audit process

NCGC

Ensures that our Group adheres to corporate governance best practices and reviews board

composition, skills and mix

RC

Ensures that the remuneration strategy and policy for our NEDs, GCEO and senior leadership are

aligned to the business and interest of stakeholders

GCEO

• Has overall responsibility over day-to-day operations and management

• Ensures organisational effectiveness and implementation of Board policies, strategies and decisions

• Responsible for providing leadership to management and advancing relationships with regulators


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Our Board is responsible for overseeing the management and business affairs of our Group and makes all major policy decisions. Our Board shall also provide central leadership, establish its objectives and develop the strategies that direct the ongoing activities of our Group to achieve these objectives.

Decision-making and oversight are fundamental responsibilities of our Board. This includes determining the strategic direction and approving major proposals, as well as supervising Management who runs the operations, as well as reviewing the adequacy of controls and risk management. Our Board Charter, which contains specific guidance to our Directors as well as the List of Reserved Matters and TOR of the Board Committees, are published on Astro’s website, corporate.astro.com.my, and are reviewed at least once every year.


Six principal responsibilities of

our Board

Developing and implementing an investor relations programme or

shareholders’ communication policy for our Group

Reviewing and adopting a strategic plan for our Group

Overseeing the conduct of our Group’s business to

evaluate whether the business is properly managed

Identifying principal risks, determining risk appetite and

ensuring the implementation of appropriate systems to

manage these risks

Succession planning including appointing, training,

fixing the compensation of and where appropriate, replacing

senior leadership

Reviewing the adequacy and integrity of

our Group’s internal control systems and management

information systems, including systems for

compliance with applicable laws, regulations, rules,

directives and guidelines

Our Board has six principal responsibilities:


2. Board Structure and Composition

Our Articles of Association stipulate that the number of directors shall not be less than 3 nor more than 15, unless determined otherwise by the Company in a general meeting. Our Board, as of the date of this statement, comprises 9 members including our Executive Director/GCEO and 8 NEDs. We have 4 INEDs who make up 44% of our Board.

There were several changes to our board composition during the year. Richard John Freudenstein and Lim Ghee Keong joined our Board as INED and NINED, respectively on 30 September 2016. On the same day, we accepted the resignation of Dato’ Abdul Rahman bin Ahmad following his appointment as President and Group Chief Executive Officer of Permodalan Nasional Berhad. Dato’ Mohamed Khadar Bin Merican was re-designated as NINED pursuant to the recommendation of the CG Code pertaining to the nine-year term limit for an independent director. Bernard Anthony Cragg, who was one of our longest serving director, resigned on 31 March 2017.

The background and experience of our Directors are shown below:


2.1 Tenure of Independent Directors

As at 31 January 2017, the tenure of our INEDs was as follows:

Tun Zaki Tun Azmi - 4 years, 5 months Datuk Chin Kwai Yoong - 10 years, 10 months Datuk Yvonne Chia - 3 years, 1 month Richard John Freudenstein - 4 months

Our INEDs are assessed annually based on the criteria which our Board has established as set out in the NCGC Report on page 74. In line with the CG Code, the tenure of service for INEDs has been capped at the maximum period of nine years, whereby upon completion of such tenure, an INED may continue to serve on the Board subject to his re-designation as a NINED unless shareholders’ approval is obtained for him to continue as INED. Our Board believes that the experience and knowledge of long-serving Directors should also be taken into consideration when deciding whether they should remain on our Board.

Accounting and Audit (7)

Management and Leadership (8)

Corporate Finance (7)

Consumer and Marketing (4)

Banking (4)

Legal (2)

Media and Broadcast (4)

Hotel and Property Investment and Management (1)

Risk, Management and Board Governance (9)

Directors’ Background

and Experience


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Datuk Chin Kwai Yoong retires by rotation at the forthcoming AGM and has expressed his intention not to seek re-election. He first joined the Board of Astro All Asia Networks Limited in March 2006, an entity that held our Group’s assets prior to the formation of the Company under a group reorganisation.

2.2 Clear Functions Reserved for the Board and Delegated to Management

Matters that require the prior review and approval by our Board are set out in the List of Board Reserved Matters and they include transactions exceeding the authority delegated to our GCEO, strategic plan and annual budget, audited and quarterly financial statements, dividends, equity investments/divestments and RPTs.

The list of Board Reserved Matters, is reviewed annually. During the last review, the appointment and termination of the Head of Corporate Assurance was added to the list of Board Reserved Matters in line with best practice.

Pursuant to Articles 134 and 147 of our Articles of Association, decisions of the Board at a physically convened Board meeting shall be decided by a majority of votes or alternatively, circular resolutions must be signed by all the Directors who are present in Malaysia. Our Company Secretary keeps the Minutes of the Board meetings, a draft of which is circulated to Management and Directors for their comments prior to approval by our Chairman. Our Board is assisted by three Board Committees namely, our AC, NCGC and RC, of which their reports have been tabled on pages 71 to 82.

Management’s role is to implement and execute the strategies adopted by our Board and has delegated authority to manage the business on a day to day basis. The limits of Management’s authority are encapsulated in a policy document, known as the Limits of Authority (“LOA”). The LOA outlines the decision-making authority of our GCEO and the delegation of authority by our GCEO to the senior leadership, generally covering approvals for operational and capital expenditure, execution of contracts, procurement, litigation and human resources matters such as promotions and dismissal of employees up to a certain monetary threshold. Any commitments outside the LOA will require the prior approval of our Board and any changes to the LOA is also subjected to Board approval.

Separation of Roles of our Board Chairman and GCEO

The role and responsibilities of our Board Chairman, Tun Zaki Tun Azmi and our GCEO, Dato’ Rohana Rozhan are separate and distinct, with a high level of interaction and inter-dependency between them, which is necessary to ensure coherent leadership as our Group expands and overcome challenges over the next five years. Tun Zaki, who is an INED from a legal and commercial background, is a respected professional and he maintains a good balance during Board and Management discussions. Dato’ Rohana Rozhan was re-designated as our GCEO on 1 April 2016. She joined Astro in 1995 prior to its launch and rose through the ranks from Chief Financial Officer to GCEO. She is entrusted with implementation of the strategies adopted by our Board and is thus accountable to our Board.

Board Chairman GCEO

• Responsible for the leadership, operations and governance of the Board and Board Committees

• Has overall responsibility over day-to-day operations and Management

• Ensures Board effectiveness and conduct • Ensures organisational effectiveness and implementation of Board policies, strategies and decisions

• Chairs Board and shareholders’ meetings • Responsible for providing leadership to Management and advancing relationships with regulators and stakeholders

• Accountable to our Board and reports to our Board at every Board meeting and on all material issues, as and when required




3. Strengthening Composition

3.1 Appointment of Directors and Board Diversity

Appointments to our Board are based on the selection criteria, which we have outlined in the NCGC Report on page 73. Gender diversity is an important consideration and as at the date of this Report, 3 out of our 9 Board members are distinguished women, who have been appointed based on their knowledge, skills and experience.

3.2 Annual Assessment of Directors

In February 2017, the annual BEE was conducted with facilitation by an external professional firm and its findings were reported to our Board in March 2017. Based on the findings, our Board formed the view that the Board as a whole, Board Committees and the individual Directors were effective in the performance of their roles and discharged their responsibilities. Further details on the BEE can be referred to in the NCGC Report on pages 73 to 74. Apart from the performance evaluation, our Board also reviewed the effectiveness of the quarterly Board meetings namely, the meeting agenda and time allocation.

Directors who are required to retire at the forthcoming AGM were assessed as part of the BEE and based on the findings, our Board (other than the relevant Directors) has recommended that the following Directors be re-appointed/re-elected:

(a) re-election of Lim Ghee Keong and Richard John Freudenstein, who are retiring at the first AGM in June 2017 following their appointment pursuant to Article 118 of the Company’s Articles of Association;

(b) re-election of Dato’ Rohana Rozhan, who is retiring by rotation pursuant to Article 111 of the Company’s Articles of Association;

Datuk Chin Kwai Yoong, who is also retiring by rotation at the forthcoming AGM, has expressed his intention not to seek re-election, upon completing more than 10 years of service. He first joined the Board of Astro All Asia Networks Limited in March 2006, an entity that held our Group’s assets prior to the formation of the Company under a group reorganisation.

(c) re-appointment of Tun Zaki Tun Azmi, who was re-appointed as a Director of the Company at the Fourth AGM held on 1 June 2016 pursuant to Section 129(2) of the Companies Act 1965 to hold office until the conclusion of the forthcoming AGM. The Act (which repealed the Companies Act 1965) no longer requires the continuation in office by a director over 70 years to be subject to shareholders’ approval at each AGM.

3.3 Formalised and Transparent Remuneration Policies for Directors

Our Board believes that remuneration should be adequate to attract, retain and incentivise individuals of the necessary calibre, expertise and experience to join our Board.

Remuneration of Non-Executive Directors

The key principles which underpin our Board’s policies for NED remuneration as set out in the Directors’ Remuneration Guidelines are as follows:

• Adequate to attract, motivate and retain world-class non-executive talent• Consistent with recognised best practice standards for Chairman and NED remuneration• Reflect the experience, time commitment, level of responsibilities and complexity shouldered, special assignments

and risks

In determining director’s remuneration, our Board had also considered various factors, including changes in the business, market environment, complexity, increase in time commitment as well as directors’ remuneration of other companies which operate in similar businesses and are comparable in size and market share.


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In accordance with Article 119 of our Company’s Articles of Association, the total amount of fees payable to NEDs that may be approved by our Board is subject to a maximum sum of RM6 million a year. Notwithstanding this, pursuant to Section 230 of the Act, our Company is seeking shareholders’ approval for the payment of directors’ fees and benefits to our NEDs for the period commencing 31 January 2017 up till the next AGM to be held in 2018, payable on a monthly basis and/or as and when incurred. Individual Directors do not participate in the discussions and determination of their own remuneration.

In line with corporate governance recommendations, our NEDs are not entitled to participate in our Share Scheme. Our Executive Director/GCEO is not entitled to any director’s fee.

Our NEDs are entitled to be reimbursed for expenses which are reasonably incurred by them in the discharge of their duties. This includes but is not limited to travel and accommodation, mobile and broadband expenses. Claims submitted by the NEDs will be reviewed and approved by the Board Chairman while the Board Chairman’s claims are subject to review and approval by the AC Chairman. In relation to business travel and accommodation, NEDs are eligible for the same benefits as accorded to our GCEO.

Remuneration of Executive Director/GCEO

Our Executive Director/GCEO is remunerated in accordance with the terms of her Letter of Employment, which is approved by our Board. Either party may terminate the employment by giving 6 months’ prior written notice. Her remuneration package is aligned to individual and corporate performance based on agreed KPIs established by the Board, and consists of three components (base salary, annual performance bonus and share incentives) which have taken into consideration the market competitive rates, industry standards, complexity and size of the organisation.

Our GCEO’s remuneration has both fixed and variable components which are necessary to drive performance. She is entitled to a fixed monthly salary over the period from 1 April 2015 to 31 March 2018 subject to annual inflationary adjustments in addition to EPF, participation in gratuity scheme, benefits in kind, provision of a company car and medical coverage. The variable component of her package refers to an annual discretionary performance bonus and share incentives pursuant to the Share Scheme, both of which are determined by our Board.

Our Board will determine our GCEO’s annual performance bonus based on evaluation by the RC of our Group’s performance measured against the approved Company Scorecard, which carries both financial and non-financial KPIs including growth, branding and people metrics. The FY17 Scorecard, which was reviewed by the RC and approved by our Board, was cascaded from the GCEO to the senior leadership and employees to ensure alignment towards the set goals.

Pursuant to the Share Scheme, our GCEO is entitled to share awards in the form of RSUs and PSUs, the vesting of which is subject to meeting the vesting criteria determined by our RC. Further details of RSUs and PSUs grants and their respective vesting criteria can be found on page 72.

To the best of our knowledge, our GCEO’s total remuneration is competitive relative to her peer group, both locally and regionally, and is reasonable having regard to her responsibilities in respect of our Group’s aspirations and targets.




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Analysis of Total Directors’ Fees and Benefits in respect of FY17

The aggregate amount of Directors’ fees and benefits paid by the Company in respect of FY17 amounted to RM2.29 million compared to RM2.06 million in FY16. The increase in fees paid amounting to RM234,000 is primarily due to the appointment of additional Directors namely, Dato’ Abdul Rahman Bin Ahmad, Lim Ghee Keong and Richard John Freudenstein in FY17. Our Directors do not receive fees from our subsidiary companies.

The amount paid is nevertheless within the limit of RM6 million set out in Article 119 of our Articles of Association. The existing fee rates payable to our NEDs were approved by our Board in 2012 and we are of the view that our NEDs’ remuneration is competitive, having regard to the local and regional markets.

The number of Directors whose total remuneration during FY17 falls within the required disclosure band is as follows:

Executive Director/Group Chief Executive Officer No. of Directors

RM13,800,000 - RM13,850,000 1

Non-Executive Director

RM50,001.00 - RM100,000.00 3

RM200,000.00 - RM250,000.00 3

RM250,001.00 - RM300,000.00 3

RM500,000.00 - RM550,000.00 1

4. Fostering Commitment

Each Director is given an estimated time commitment upon appointment to our Board and the annual Board meeting calendar is planned prior to the commencement of each new financial year. However, our Directors also maintain ongoing and direct engagements with Management outside the Board calendar on a regular basis.

To ensure our Directors are able to spend sufficient time on our Group’s affairs, there are established procedures for acceptance of external board appointments. Our Directors are required to provide immediate notification when accepting any new external board appointments and seek guidance from our Board Chairman on any potential conflicts of interest, if necessary. Any changes to their directorships will be tabled at the quarterly Board meetings. None of our Directors are on the board of more than five public listed companies listed on Bursa Securities and our Board is satisfied that the present directorships in external organisations held by our Directors do not give rise to any conflicts of interests nor impair their ability to discharge their responsibilities to our Group.

A total of eight days for Board meetings were held during FY17. Pre-AC meetings and private discussions between Management and individual Directors were held at least quarterly throughout the year. Meetings between our AC and external auditors were held twice during FY17.




Name AGM (a) Board (b)

Board Committees

AC NCGC RC

Number of meetings held in FY17

Attended Attended % Attended % Attended % Attended %

1 8 4 3 3

Tun Dato’ Seri Zaki bin Tun Azmi √ 8/8 100 - - 3/3 100 - -

Augustus Ralph Marshall(c) √ 6/8 75 - - - - 2/2 100

Dato’ Rohana Rozhan √ 8/8 100 - - - - - -

Datuk Chin Kwai Yoong(d) √ 8/8 100 4/4 100 3/3 100 2/2 100

Dato’ Mohamed Khadar Bin Merican(e)

√ 7/8 87.5 2/2 100 - - 3/3 100

Bernard Anthony Cragg √ 8/8 100 4/4 100 - - - -

Datuk Yvonne Chia(f) √ 8/8 100 4/4 100 3/3 100 1/1 100

Quah Bee Fong √ 8/8 100 - - - - - -

Dato’ Abdul Rahman Bin Ahmad(g)

√ 2/2 100 1/1 100 - - 1/1 100

Lim Ghee Keong(h) - 2/2 100 - - - - - -

Richard John Freudenstein(i) - 2/2 100 1/1 100 - - - -

(a) AGM 2016 held on 1 June 2016(b) Includes Board Presentations(c) Resigned as a Member of RC on 1 August 2016(d) Resigned as a Member of RC on 1 August 2016(e) Resigned as a Member of AC on 1 August 2016(f) Appointed as a Chairman of RC on 1 August 2016(g) Appointed as a Director, Member of AC and RC on 1 August 2016 and resigned on 30 September 2016(h) Resigned as an Alternate Director to Augustus Ralph Marshall and appointed as a Director on 30 September 2016(i) Appointed as a Director and Member of AC on 30 September 2016

4.1 Directors’ Training

Directors’ training on appropriate topics are organised in-house or externally, usually in conjunction with the quarterly Board meetings. Our Directors regularly attend trainings of their choice at the expense of the Company and a budget is in place to cater for such trainings. In addition to formal training programmes, our Directors receive regular briefings on market outlook, competitive landscape, consumer demographics and trends and technological developments and industry developments, especially in the digital space etc. from Management and other invited speakers.

An induction programme was organised in FY17 for our newly appointed Directors, namely Dato’ Abdul Rahman Bin Ahmad, Lim Ghee Keong and Richard John Freudenstein, which included Management briefings and visits to the broadcast and operations centres. All our Directors have attended and completed the Mandatory Accreditation Programme as prescribed by Bursa Malaysia.


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In-house Training

Date Training/Course Attendance

September 2016 Building a Lean Enterprise and Innovation Culture

Tun Zaki Tun Azmi (“TZ”), Augustus Ralph Marshall (“ARM”), Dato’ Rohana Rozhan (“DRR”), Datuk Chin Kwai Yoong (“DCKY”), Datuk Yvonne Chia (“DYC”), Bernard Anthony Cragg (“BAC”) and Quah Bee Fong (“QBF”)

Global Entertainment and Media Outlook

TZ, DRR, DCKY, DYC, BAC and QBF

December 2016 Technology Disruption and Impact on Media Sector

TZ, ARM, DRR, DCKY, DYC, BAC, QBF, Richard John Freudenstein (“RJF”), Dato’ Mohamed Khadar Bin Merican (“DKM”) and Lim Ghee Keong (“LGK”)

External Training

A. Corporate Governance, Risk Management and Internal Control


January 2016 Company Law Seminar TZ

March 2016 Cyber Risk Oversight DKM

Bursa Malaysia: Ring the Bell for Gender Equality DRR

Bursa Malaysia: Ring the Bell for Women Diversity DYC

June 2016 Bursa Astro Sustainability DYC

July 2016 Directors’ Duties and Obligations LGK

August 2016 New Companies Bill DYC

Company Law Seminar TZ

September 2016 Cyber Security DYC

‘Fraud Risk Management Whose Responsibility, is it?’ TZ

November 2016 The New Companies Act DYC

- Security and Terrorism in Malaysia

- Power of Social Media and impact on our business

December 2016 Corporate Governance LGK


B. Economics, Finance and Business


January 2016 Project Finance for Development Financial Institutions DYC

February 2016 Being a Change Agent in a Large Organisation LGK

April 2016 Invest Malaysia 2016 DRR

Asia Pacific Pay-TV Operators Summit 2016 DRR

19th Annual Asian Investment Conference DRR

Trans Pacific Partnership DCKY

Companies Bill 2015 DCKY

May 2016 Malaysia Annual Conference 2016 – Digital Economy DYC

June 2016 World Economic Forum on East Asia 2016 DRR

August 2016 Economic and Leadership Forum 2016: The Journey So Far and the Next Steps

DYC

September 2016 Khazanah Mega Trends 2016 DRR

Geography as Destiny DYC

October 2016 Chosun Biz Conference 2016 DRR

Technology Landscape Overview LGK

November 2016 Asia Advertising Counsel DYC

December 2016 Strategic Discussion on Telecommunications DKM

January 2017 World Economic Forum 2017 DRR

C. Board Leadership and Management


March 2016 Board Retail Management Program DKM

May 2016 Global Teaching Summit, Transformational Learning and Leadership Framework

DYC

June 2016 Sustainability Engagement Series for Directors/Chief Executive Officers

TZ



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4.2 Formalised Ethical Standards

As part of our aspiration to be ASEAN’s leading brand, we are committed to upholding a high standard of business ethics in our engagements with our consumers, colleagues, shareholders, vendors and external shareholders, as enshrined in our COBE. The COBE outlines the principles and best practices to be applied when conducting business. It is essential that we apply fair and impartial practices that comply with all laws and regulations. At the same time, our vendors are required to comply with the principles outlined in the COBE in their relationships and dealings with us. While it is acknowledged that the Code cannot anticipate every situation that may arise in today’s dynamic and complex environment, as leaders in our Group, our managers have the responsibility of guiding adherence to these practices. A copy of the COBE is available on our internal portal as well as on our corporate website.

Setting the tone from the top, our Directors have individually acknowledged and confirmed that they have read the COBE and will abide by the provisions contained therein. Our employees are also required to affirm their acceptance and understanding of the COBE via an online learning, assessment and certification programme annually. In FY17, over 4,738 employees (inclusive of contract staff) from our head office at Technology Park Malaysia and branch offices, had completed the assessment. CA is responsible to review and monitor compliance to the COBE as part of its ongoing reviews.

Our Board is also guided by a Directors’ Code of Conduct and Ethics which was adopted in 2013, in addition to the key values, principles and ethos set out in the Board Charter. The Directors’ Code of Conduct and Ethics is based on the guiding principles derived from “The Principles of Public Life” as described by the Nolan Committee (1996) and the Directors’ Code of Ethics issued by the Suruhanjaya Syarikat Malaysia (Companies Commission of Malaysia).


Corporate Governance, Risk Management and Internal Control

Economic, Finance and Business

Board Leadership and Management

No. of trainings attended

Percentage (%)

Corporate Governance, Risk Management and Internal Control 13 37

Economic, Finance & Business 19 54

Board Leadership & Management 3 9

TOTAL 35 100

The diagram and table below show the key learning areas and details of training attended by our Directors in FY17:

2016FY17

37%9%

54%



Conflicts of Interest

The duty placed on directors of companies to avoid situations whereby the interest of the company and his personal interest conflict is encapsulated in the law. In addition, our Company’s Articles of Association clearly prescribes that our Directors shall abstain from deliberating and voting on any matter in which they may be deemed interested, directly or indirectly, including any contract or proposed contract or arrangement.

As part of conflict monitoring, a list of directorships and shareholdings held by our Directors in companies outside Astro and any changes thereto is tabled at each quarterly Board meeting. This general disclosure is deemed under the Act sufficient notice to the other Directors of potential conflicts of interest that may arise.

The duty to avoid conflicts of interest extends to our employees. In accordance with the COBE, our employees shall not engage in any activity which interferes with the proper performance of their duties and they shall not accept or perform work for any other organisation without the Company’s prior written approval. If he has any financial interest or own, either directly or indirectly, beneficial interest in other companies, he is required to disclose his interest and obtain consent in writing prior to our Group entering into any transaction with such entity. In any event, upon becoming aware of a conflict, our employees are required to notify the Human Capital department and consent should be obtained.

Our Board recognises the need for intrapreneurship by creating an environment wherein employees can pursue new ways of doing things and new product ideas within the context of the organisation without being stifled by bureaucracy in a large organisation. Hence, our Board, subject to the recommendation of our GCEO, acknowledges that there may be separate rules of engagement which enable selected key talents, particularly those in the creative industry, to undertake specific projects for our Group provided that our Group’s interest is not compromised.

Insider Trading

Our Directors and principal officers are reminded on a quarterly basis of their obligations under Chapter 14 of the MMLR in respect of dealings in Astro shares during open and closed periods, and they are expected to be aware that insider trading is an offence. A summary of dealings is tabled for notation at the quarterly Board meetings. As required under the MMLR, a general announcement is made upon the Company receiving notification of dealings from the director or principal officer concerned.

The interests of our Directors in the Company’s shares are disclosed on page 275. The share ownership of our senior management team is indicated in the table below:

Name Position Held No. of shares in the Company held as at

31 January 2017

No. of unissued shares in the Company pursuant

to the Share SchemeHenry Tan Poh Hock Chief Operating Officer 1,478,600 2,065,300

Liew Swee Lin Chief Commercial Officer 1,013,100 1,138,800

Rohaizad Mohamed Senior Vice President, Broadcast and Operations

314,500 549,800

Phuah Aik Chong Chief Technology Officer 97,800 440,500

Grace Lee Hwee Ling Chief Executive Officer, Go Shop

86,700 480,800

Datuk Jake Abdullah Chief Executive Officer, Astro Radio

1,100 273,800

Shafiq Bin Abdul Jabbar Group Chief Financial Officer - -

Rekha Mahendran General Counsel and Senior Vice President, Human Capital

- 69,400

Raymond Tan Wei Ming Chief Investment Officer 452,000 609,500

Iskandar Samad Chief Executive Officer, Tribe - -

Faizal Mansor Chief Executive Officer, Astro Productions

- -


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4.3 Access to Information and Advice

Our Board members take a close interest in the affairs of our Group within the parameters of their role and responsibilities. The exchange of information between our Board and Management is not restricted to the quarterly Board meetings as there are regular direct engagements through emails and ad-hoc meetings. Management is encouraged to engage with our Directors to seek an early resolution or feedback, which is necessary to remain agile and proactive in a robust and volatile operating environment.

As entrenched in our Board Charter, our Directors have full and unrestricted access to information pertaining to the businesses and affairs of our Group and to obtain independent professional advice at the expense of the Company as they deem necessary.

In relation to a Board meeting, our Company Secretary works with our Board Chairman and GCEO to determine the agenda for the meeting. Relevant materials are furnished to our Directors via electronic means, which has significantly reduced the time required for physical distribution, thus enabling more time to read the materials prior to each meeting. Apart from controlling the circulation of highly sensitive information and being environmentally friendly, the use of electronic means for circulation of meeting papers also allows past Board meeting materials to be retrieved with ease.

Our Board is assisted by our Company Secretary, who has legal qualifications and is licensed by the Suruhanjaya Syarikat Malaysia (Companies Commission of Malaysia). She has been with our Group over 10 years and her responsibilities include advising our Board and Management on matters relating to the constitution of companies and facilitating compliance with the MMLR and the relevant companies’ legislations. In addition to statutory duties, our Company Secretary plays a key role to facilitate communication between our Board and Management. The Corporate Secretarial division also supports our Board Committees and Tender Committees.

Directors’ Indemnity

We continue to maintain Directors’ and Officers’ Liability Insurance where our Directors and officers are indemnified against any liability and costs incurred by them during the performance of their duties subject to the policy terms and conditions. However, the insurance does not cover criminal, dishonest or fraudulent acts or omissions or illegally gaining profit or advantage.

5. Strategies Promoting Sustainability

In our journey towards managing our economic, environmental and social (“EES”) impact, we have put in place measures to identify material matters that are important to our business and stakeholders, which will in turn inform the direction of sustainability we take as a Group. In order to achieve a robust assessment of our material matters, we take an active approach to stakeholder engagement, which is detailed in pages 89 to 90 of this report.

Upon consulting key stakeholders as well as undergoing an internal prioritisation process, we have identified nine material matters that enable us to better manage our economic, environmental and social risks and opportunities: Financial Performance, Diversification of Revenues, Digitalisation and Innovation, Customer Focus, Risk Management, Content IP, Talent Development and Engagement, Corporate Social Responsibility, and Protecting our Environment. Further details on our material matters and corresponding progress and goals are set out in pages 91 to 94 of this report.




6. Uphold Integrity in Financial Reporting

6.1 Compliance with Applicable Financial Reporting Standards

Our Board reviews and approves the quarterly financial results and the Audited Financial Statements taking into consideration the recommendations of our AC. Quarterly financial performance and key highlights are discussed at the quarterly AC and Board meetings. Hence, there is a robust review process to ensure that the financial disclosures by our Group are balanced, fair and comply with the applicable financial reporting standards.

6.2 Assessment of External Auditors

PwC was duly re-appointed as our external auditors at our last AGM in June 2016. To ensure that the external auditors continue to be effective and independent from Management, our AC conducts an assessment of the external auditors annually based on the process and criteria set out in the AC Report on pages 78 to 79.

6.3 Related Party Transactions

One of the key responsibilities of our AC is the review of RPTs to ensure adherence to our RPT Policy. The objective of the Policy is to ensure that RPTs are entered into at arm’s length, on normal commercial terms and on terms that are not detrimental to the minority shareholders. Regular awareness briefings on the RPT framework are organised for newly appointed managers and employees. To reinforce the Policy, we have also included a RPT module in our online compliance training, which all our employees undergo annually.

We obtained shareholders’ mandate for recurrent RPTs at the last EGM in June 2016 and intend to renew the mandate at the forthcoming AGM. This is to enable our Group to carry out transactions which are necessary for our day-to-day operations in the most efficient manner. Nevertheless, we have put in place rules to ensure that such recurrent RPTs are properly entered into and are monitored by our AC on a quarterly basis.

7. Risk Management and Internal Control

Our Board has established a comprehensive and holistic framework for risk management and a sound internal control system. Our Board’s Statement on Risk Management and Internal Control is set out on pages 83 to 88.

Our Group’s internal audit function or CA assists our AC and Board to monitor the adequacy of risk management and internal control systems. The Vice President of CA heads the division and she is a qualified accountant and a member of the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants. In order to maintain independence from Management, she reports directly to the AC Chairman; and our Board’s approval is required for the appointment and removal of the Head of CA based on the AC’s recommendation. A summary of CA’s responsibilities and activities is set out in the AC Report on pages 79 to 80.


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8. Timely and High Quality Disclosure

The process for the preparation of announcements to Bursa Malaysia is coordinated between our Company Secretarial, Investor Relations, Finance, Legal and Communications teams to ensure that the information to be disclosed is properly verified before it is disseminated. Prior approval of the Board is sought for announcements, save for disclosures pertaining to dealings in shares by our Directors and principal officers or by substantial shareholders.

As a responsible corporate citizen, our Group’s spokespersons adhere to a Spokesperson Guide as well as Social Media Guide in respect of interaction with its stakeholders, which includes a list of information that is prohibited from disclosure such as price and market-sensitive information that may influence the share price or impact the operations of the business.

Our Group leverages on information technology to disseminate vital information to the public. From our websites (corporate.astro.com.my and astro.com.my), our stakeholders can obtain up-to-date information including public announcements, financial results, analyst presentations, charters, Annual Reports, circulars, etc. There are also dedicated sections on corporate governance and financial results. For the past three consecutive years, our Annual Reports were published in CD-ROM format in accordance with the criteria established under the MMLR. Management actively uses social media networks including Facebook and Twitter not only to provide updates on the latest programmes, events and campaigns, but to also seek valuable feedback from our customers.

9. Strengthening Relationship between Shareholders and Investors

We endeavour to have clear and consistent communication with all our stakeholders to encourage a better appreciation of our business, reduce share price volatility and allow our prospects to be evaluated appropriately. Our Management engages with investors through regular dialogues, telephone conferences, one-on-one meetings and participation in selected non-deal roadshows and key investor conferences, both locally and overseas, as outlined in the Investor Relations Report on pages 36 to 37. Press conferences are initiated at regular intervals to keep the media abreast with our performance, recent developments and product launches.

Annual General Meeting

The Notice convening our last AGM in 2016 was issued to shareholders on 3 May 2016, which was 28 days prior to the AGM last year (in excess of the minimum notice period of 21 days prescribed by the MMLR). We are pleased to receive strong support from our shareholders as indicated by their active participation at our AGM last year, which was held on 1 June 2016. A total of 2,624 (out of which 315 appointed the Chairman as their proxy) attended in person or by proxies or corporate representatives, representing 91.43% of the Company’s total issued share capital.




All our Directors and senior leadership together with key corporate advisors attended the 2016 AGM for a duration of approximately 2 hours, with presentations from our GCEO on operational and financial performance for the past financial year as well as a Q&A session, whereby our shareholders were given the opportunity to raise questions on the agenda items to our Board and Management. In line with best practices, the Chairman convened the Meeting with the required quorum and explained the voting procedures, including the right to demand for a poll. Voting was carried out on a show of hands whereby every member, proxy or corporate representative had one vote. The Chairman also shared the responses to the questions posed by the Minority Shareholder Watchdog Group during the AGM. The outcome of each resolution was announced when the AGM concluded. In accordance with the revisions to the MMLR, a summary of the key decisions and discussions arising from the AGM in June 2017 will be posted on our website.

Our Board also encourages other channels of communication with our stakeholders. If required, queries or concerns may be directed to the Board through our Senior INED:

Datuk Chin Kwai Yoong (Senior Independent Director) c/o Corporate Secretarial Department 3rd Floor, All Asia Broadcast Centre Technology Park Malaysia Lebuhraya Puchong-Sungai Besi 57000 Kuala Lumpur Tel: + 603 9543 9267 Email: [email protected]

For investors’ and shareholders’ matters, the contact persons are:

Shafiq Abdul Jabbar (Group Chief Financial Officer) Tel: +60(3) 9543 6688 ext 2729 Fax: +60(3) 9543 2017 Email: [email protected]

Raymond Tan (Chief Investment Officer) Tel: +60(3) 9549 7600 Fax: +60(3) 9543 9511 Email: [email protected]

Sharon Liew (Company Secretary) Tel: +60(3) 9543 9267 Fax: +60(3) 9543 3007 Email: [email protected]


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This Report has been reviewed by our RC and approved by our Board for inclusion in this Annual Report.

1. Composition

Our RC was established on 1 April 2011 and comprises three members who are NEDs, which is in compliance with the CG Code. The membership of our RC is set out below:

Name of Committee Member Appointment Date Designation

Datuk Yvonne Chia 1 August 2016 Chairman of RC/INED

Dato’ Mohamed Khadar Bin Merican 1 April 2011 Member/NINED

Richard John Freudenstein 1 February 2017 Member/INED

There were changes to the RC composition during the year whereby, Datuk Chin Kwai Yoong and Augustus Ralph Marshall resigned as members of our RC on 1 August 2016 while Dato’ Abdul Rahman Bin Ahmad resigned on 30 September 2016.

2. Terms of Reference

The TOR of our RC are published on the corporate website, corporate.astro.com.my.

3. Summary of Activities Undertaken by the RC in respect of FY17

Our RC held three meetings in FY17 and discussed, inter alia, the following matters:

(a) Reviewed the TOR of our RC to ensure that they are in line with the regulations and best practices. There was no amendment required during the period.

(b) Reviewed the Directors’ Remuneration Guidelines that set out the objectives and relevant factors for consideration when determining directors’ remuneration. An approval process for reimbursement of expenses reasonably incurred by our Directors was formalised as part of the said guidelines.

(c) Reviewed the proposed Company Scorecard for FY17 and our GCEO’s performance against the approved Company Scorecard. Our GCEO’s performance is reviewed and measured by our Board annually based on the Company Scorecard which comprises both financial and non-financial parameters including growth, branding and people measurements.

(d) Reviewed our GCEO’s Letter of Employment for a further term of three years effective 1 April 2015. The total compensation package for our GCEO comprising salary, bonus and share incentives had taken into consideration, inter alia, the compensation paid by other local and regional companies with comparable market capitalisation and EBITDA.

(e) Reviewed the proposal for annual performance bonus and merit increment, including our GCEO’s remuneration, to ensure that the rates are equitable, competitive and appropriate taking into account our Group’s performance as well as the individual’s performance. Our RC reviewed the allocations based on an established bonus/increment matrix. Our RC met without the presence of our Executive Director/GCEO for the purpose of reviewing her performance in FY17.

Remuneration Committee Report


(f) Reviewed the grant and vesting of share awards to eligible employees under the Share Scheme approved by the Company’s shareholders in 2012. Our RC was assisted by CA, which is responsible to review adherence to the grant and vesting criteria.

During the year under review, our RC approved the following grants and vesting of Share Awards in respect of new ordinary shares in the Company to eligible employees of our Group pursuant to the Share Scheme:

Date of Grant/Vesting Grant/Vesting of Share Awards Vesting Criteria and Timing

19 October 2016 Grant of RSUs of 511,100 new ordinary shares to 15 eligible employees, who have successfully progressed to the Advanced Emerging Leaders Programme of our Group.

Subject to meeting the Company and individual performance targets, the shares will vest in three tranches on the anniversaries of the grant date in the proportions of 10%, 20% and 70% respectively, if the predetermined vesting criteria are met.

19 October 2016 • Vesting of the fourth anniversary (third tranche) of RSUs amounting to 4,443,900 new ordinary shares, which was granted prior to the Company’s listing in 2012

• Vesting of the first anniversary of RSUs granted on 19 October 2015 representing 10% of the RSUs granted to eligible employees occupying “hot jobs” and to the Vice Presidents and Senior Vice Presidents who were granted additional RSUs in recognition of their performance in the financial year ended 31 January 2015

-

The relevant announcements in respect of the Share Scheme were made to Bursa Malaysia on 11 October 2012 and 19 October 2016.

Remuneration Committee Report


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This Report has been reviewed by our NCGC and approved by our Board for inclusion in this Annual Report.

1. Composition

Our NCGC was established on 1 April 2011 and comprises three members who are exclusively INEDs, which is in compliance with the CG Code. The membership of our NCGC is set out below:

Name of Committee Member Appointment Date Designation

Tun Dato’ Seri Zaki Bin Tun Azmi 15 August 2012 Chairman of NCGC/INED

Datuk Chin Kwai Yoong 1 April 2011 Member/INED

Datuk Yvonne Chia 24 April 2015 Member/INED

2. Terms of Reference

The TOR of our NCGC are published on the corporate website, corporate.astro.com.my.

(i) Nomination, Election and Selection of Directors

The annual directors’ retirement by rotation is monitored by our Company Secretary in accordance with our Articles of Association, which requires one-third of the total number of Directors, or if the number is not a multiple of three, the number nearest to one-third, to retire by rotation at the AGM each year. Our NCGC will review the performance of the said Director(s) who are retiring by rotation as part of the BEE and make the appropriate recommendation to our Board.

In respect of new board appointees, our NCGC evaluates and recommends to our Board a potential Board candidate based on established selection criteria, which include among others:

• Education and experience in areas that are relevant to our Group’s strategies and business plan• Character of the individual to ensure that there will be a right fit• Ability to dedicate sufficient time to discharge his responsibilities• Unblemished reputation for integrity and ability to exercise good business judgement

(ii) Board Effectiveness Evaluation

The BEE is facilitated by our NCGC annually with the support of our Company Secretary. In respect of FY17, an external facilitator was engaged to conduct the evaluation process and to provide recommendations and benchmark to enhance Board’s performance and practices. The Chairman of NCGC assumes overall responsibility for the assessment, while the findings are reported to the Board Chairman and presented to our Board. The results of the Directors’ individual evaluation were submitted to the Board Chairman and brought to the attention of the individual Directors as instructed by the Board Chairman. Our NCGC also monitors the implementation of the proposed recommendations to enhance board effectiveness.

Nomination and Corporate Governance Committee Report


The parameters used in the assessment are briefly set out below:

Board as a Whole and Board Committees Individual Directors• Board Composition • Contribution• Board Role and Functioning • Knowledge and Abilities• Information Management • Teaming• Sustainability • Integrity• Board Committee Effectiveness • Personal Commitment• Monitoring Company’s Performance• Strategy Review INEDs are further measured on:• Review of GCEO’s Performance Evaluation and

Succession Planning• Ability to exercise independent judgement• Ability to demonstrate the values and principles

associated with independence such as impartially, objectivity and consideration of all stakeholders’ interests, including taking an unpopular stand at times

• Overall Perception of Board• Contribution

3. Summary of Activities Undertaken by the NCGC in respect of FY17

Our NCGC held three meetings in FY17 and discussed, inter alia, the following matters:

(a) Reviewed the TOR of our NCGC and Board Charter to ensure that they are in line with the regulations and best practices. Updates included the:

• review of the composition of our AC to ensure that the term for each independent AC member shall not exceed three-year which is extendable by no more than two additional three-year periods

• review of proposal for the appointment of GCFO• requirement for proposal for the appointment of independent directors on the boards of the Company’s wholly-

owned subsidiaries to be reviewed by our NCGC prior to seeking Board approval

(b) Reviewed the compliance status with the CG Code and recommendations for improvement.

(c) Reviewed the Directors’ Remuneration Guidelines.

(d) Reviewed the appointment of new Directors, namely Lim Ghee Keong and Richard John Freudenstein in place of Dato’ Abdul Rahman Bin Ahmad who resigned on 30 September 2016.

(e) Reviewed and recommended the re-election of Directors who are due for retirement pursuant to Article 111 and 118 of our Articles of Association at the forthcoming AGM.

(f) Administered the BEE in February 2017 with facilitation by an external professional firm to ensure that the process remains robust and thorough. Electronic questionnaires were sent to each Director and selected key Management as part of a 360o assessment. Interviews with Directors were conducted to further delve into feedback in order to yield more valuable insights. Based on the results, our Board is of the view that our Board as a whole, Board Committees and the Directors individually have performed satisfactorily and continued to discharge their responsibilities as expected of them.

(g) Assessed candidates for the position of GCFO taking into consideration the experience, qualifications and character of the candidates, in particular, their ability to steer the financial management and leadership of our Group. Based on the NCGC’s recommendation, the Board appointed Shafiq Bin Abdul Jabbar as GCFO effective 9 January 2017.

Nomination and Corporate Governance Committee Report


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During the year, our AC continued to play a key role in assisting our Board to fulfil our Board’s oversight responsibilities. Our AC’s principal activities were focused on ensuring the integrity of our Group’s financial reporting process, monitoring the management of risk and system of internal control, external and internal audit process, compliance with legal and regulatory matters as well as the code of business ethics.

Our AC has reviewed this report which was approved by our Board. Our AC is pleased to share the details of its review activities as set forth within this report.

1. Composition

The members of our AC as at 31 January 2017 were:

Name of Committee Member Appointment Date DesignationDatuk Chin Kwai Yoong 1 April 2011 Chairman of AC/INED

Datuk Yvonne Chia 1 January 2014 Member/INED

Richard John Freudenstein 30 September 2016 Member/INED

Bernard Anthony Cragg 1 April 2011 (resigned on 31 March 2017)

Member/NINED

There were changes in the composition of our AC during the year. Dato’ Mohamed Khadar Bin Merican and Dato’ Abdul Rahman bin Ahmad stepped down as members of our AC on 1 August 2016 and 30 September 2016 respectively. Subsequent to the financial year end, Bernard Anthony Cragg resigned as a Director and a member of our AC on 31 March 2017. Our AC would like to thank them for their contribution during their membership.

Richard John Freudenstein was appointed on 30 September 2016 to our Board and AC. He brings a broad range of experience to our AC’s deliberations and our AC looks forward to working closely with him in its oversight role on behalf of our Board.

Our AC members have considerable financial and business experience and our Board considers that the membership as a whole, has sufficient recent and relevant financial experience to discharge its responsibilities. In addition, the composition of our AC complies with the MMLR as all our AC members are NEDs, a majority of whom are independent directors, including the Chairman, and none of them are alternate directors. Furthermore, our AC met the requirements of paragraph 15.09(1)(c) of the MMLR, which stipulates that at least one AC member must be a qualified accountant.

2. Meeting Attendance

In FY17, four AC meetings were held where the Chairman provided an oral update of the key matters discussed by our AC to our Board. The AC meetings met the requisite quorum stipulated in the AC Charter, with at least two members present and a majority of the members were independent directors. Our GCEO and other business and finance senior executives and representatives from the external auditor, PwC, and CA also attended the AC meetings. Our Company Secretary acts as Secretary to the AC.

In addition to the AC meetings, certain AC members attended pre-AC meetings prior to the quarterly meetings to enable early escalation and resolution of any significant issues.

The AC Chairman and certain members of the AC also met separately with the Vice President, CA and PwC, as needed, without the presence of Management. The AC Chairman further engages on a continuous basis with senior leadership, Vice President, CA and PwC, in order to keep abreast of matters and issues affecting our Group.

Audit Committee Report


3. Summary of Activities

Our AC is guided by the AC Charter in the discharge of its functions. A review of the AC Charter conducted in September 2016 highlighted that the AC Charter is generally in line with the relevant regulatory provisions and best practices. The AC Charter was approved by our Board and is available on the Company’s website.

Our AC’s key focus areas throughout FY17 are summarised below:

(a) Review and recommend to our Board, the quarterly and annual financial statements, including press releases/announcements including whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides information necessary for shareholders to assess our Group’s performance.

(b) Quarterly updates from our GCEO and senior executives on business and financial performance across our Group.

(c) Review our Group’s ability to continue as a going concern.

(d) Assess the effectiveness of the external audit process and appropriateness of the audit scope, including the review and/or approval of the audit plans and findings of external audit.

(e) Review the external auditors’ annual audit report and management letters on internal control matters, including Management’s response and the level of cooperation given by employees to the external auditors.

(f) Auditor independence and the Policy on the Provision of Non-Audit Services by the external auditor, including quarterly review of non-audit services and fees.

(g) Monitor and review the effectiveness of the CA function and scope of audit, including the audit plans and findings.

(h) Quarterly reports of related party transactions.

(i) Review and oversight of our Group risk register, risk methodology and risk management systems and processes.

(j) Quarterly updates on treasury, tax, regulatory and legal matters.

(k) Review the results of the Ethics Line channels in place to enable whistleblowers to raise concerns in confidence.

(l) Review the verification performed by CA on the allocation of shares to eligible employees to ensure compliance with the By-laws of the Share Scheme approved by our Board and shareholders of the Company on 3 August 2012.

(m) Review PwC’s report on fraud incidents for submission to Suruhanjaya Syarikat Malaysia (Companies Commission of Malaysia) pursuant to S174(8A) of the Companies Act 1965.

4. Financial Reporting

Our AC’s primary responsibility in relation to our Group’s financial reporting is to review with both Management and PwC, the quarterly and annual financial statements, concentrating on, among other matters:

• the accounting principles and standards that were applied to ensure compliance with applicable approved accounting standards and legal requirements

• material areas in which significant judgements have been applied• whether the Annual Report and accounts, taken as a whole, is fair, balanced and understandable and provides

information necessary for shareholders to assess our Group’s performance



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4.1 Significant accounting issues

As part of our AC’s quarterly and annual review of the financial statements, the significant accounting issues considered and the actions taken by our AC are as follows:

(a) Goodwill, brands and spectrum impairment assessment

Our Group has intangible assets which included goodwill, brands and spectrum balance of RM1,443 million as at 31 January 2017. Significant judgement is required in setting the assumptions underpinning the calculation of the value in use of the cash generating units. Management has performed an impairment assessment over the goodwill, brands and spectrum balance, as well as a sensitivity analysis to ensure that the value in use of the cash generating units supports the carrying value in the financial statements.

Our AC had reviewed the impairment assessment performed by Management as well as the work performed by the external auditor. This included the external auditor’s review of Management’s cash flow projections, sensitivity analysis as well as assumptions on revenue growth rates, terminal growth rates and discount rates. The external auditor had reported explicitly on this matter in its audit opinion and found that the assumptions related to the above rates are reasonable, relative to historical results, industry and market forecasts.

Based on the above, our AC is satisfied that the assumptions made by Management are reasonable and have been appropriately applied in the sensitivity analysis to ensure the robustness of the annual impairment assessment.

(b) Amortisation of programme rights

The basis for amortisation of programme rights should reflect the pattern of consumption of expected future economic benefits and has a significant impact on the timing of cost recognition.

Our AC reviewed Management’s amortisation basis and challenged the appropriateness of its basis, taking into account industry practice. Our AC also considered the views of the external auditor that based on its benchmarking of Management’s amortisation basis and analysis of the pattern of consumption, there is no significant exception giving rise to material misstatements.

(c) Subscriber revenue recognition

As at 31 January 2017, subscription revenue represents RM4,355 million of our Group’s total revenue. There is heightened risk in relation to the accounting for revenue as a result of inherent complexity of system and various subscription packages.

The external auditor shared its approach to the audit of revenue and its results, which did not highlight any significant exception giving rise to material misstatements.

Our AC reviewed the policy for accounting of revenue and considered the views of the external auditors and its satisfied that the policy has been applied consistently and appropriately.

(d) Assessment of funding requirements and ability to meet short-term obligations

As at 31 January 2017, our Group’s short-term borrowings, payables and accruals exceeded current assets by RM573 million, which may impact the ability of our Group to meet its short-term obligations.

Our AC reviewed management’s assessment of our Group’s prospects, including the cash flow projection and plans to meet our Group’s commitments for the 12-month period to 31 January 2018. Based on the review, which also incorporated sensitivity analysis, our AC is satisfied that our Group has sufficient resources and working capital to meet its short-term obligations and accordingly, continue to adopt the going concern basis in preparing the financial statements.



5. Risk Management and Internal Control

Our Board is responsible for establishing and maintaining our Group’s systems of internal control and risk management and for reviewing their effectiveness. Our AC assisted our Board in ensuring that a robust process for identifying, evaluating and managing the significant risks faced by our Group is in place and operating effectively.

On a quarterly basis, our AC reviewed our Group risk profile with focus on the key risks identified on pages 95 to 99. In June 2016, following a review of the key risks by the AMH Risk Management Committee, a revised AMH Risk Map and mitigation strategies and accountabilities were tabled to our AC. In addition, our AC reviewed the adequacy and effectiveness of the system of internal controls based on the status report on the Key Control Checklists (“KCC”) for key business functions completed and reported by Management on a quarterly basis. The AC Chairman also met with the Head of Group Process Risk Assurance on a regular basis.

Further details on our Group’s risk management process are included in the Statement on Risk Management and Internal Control on pages 83 to 88 which was also reviewed by our AC.

6. External Auditor

During FY17, our AC assessed PwC’s performance, independence, objectivity and terms of engagement before recommending its re-appointment and remuneration.

6.1 Audit Plan

Our AC received from PwC, a detailed audit plan identifying their audit scope, approach and assessment of key audit risks. In addition, the key priorities of our Group such as content leadership, customer first, innovation and emerging technologies, business diversification and talent investment as well as developments in FY17 were also considered in determining PwC’s areas of emphasis. The audit plan was approved by our AC in September 2016.

6.2 Working with PwC

During FY17, our AC met with PwC, on two occasions, separately, without the presence of Management. These sessions allowed our AC and PwC to focus on areas that might have not have been specifically addressed as part of the audit and where PwC can provide additional, candid and confidential comments to our AC. Some of the matters discussed included PwC’s assessment of the tone at the top, ethical values and integrity of Management, quality of financial management and reporting, existence of pressure to meet aggressive financial targets and profitability expectations, cooperation from the various levels of Management as well as internal auditors, among others.

6.3 Effectiveness and Quality

Our AC reviewed the evaluation on PwC’s performance and effectiveness which was coordinated by the Company Secretary. The annual assessment which covered (i) independence, objectivity and professional scepticism; (ii) financial stability, risk profile and audit strategy; (iii) communication and interaction; (iv) audit finalisation; and (v) level of knowledge, capabilities and experience and sufficiency of resources, was conducted in April 2017 with feedback obtained from our AC, Management and CA and a self-assessment by PwC. Based on the results of the evaluation, our AC is satisfied with PwC’s performance and that they had exhibited robust challenge and scepticism throughout FY17.

In addition, our AC also reviewed PwC’s representation on its quality control procedures with respect to engagement performance which included the involvement of a quality review partner, access to PwC’s accounting technical support on complex accounting matters, periodic assurance quality review by PwC’s Global Assurance Quality Review team, internal guidance on accounting standards interpretation and application and International Standards of Auditing guidelines as well as periodic attendance of mandatory training/courses.



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6.4 Audit and Non-Audit Services

Our AC is cognisant that while it is important that PwC’s independent role in reporting to the shareholders is not compromised, it is equally important that our Group is not deprived of expertise as and when it is needed. Our Board has therefore adopted a Policy on the Provision of Audit and Non-Audit Services by the external auditors based on the general principle that the external auditors should not perform non-audit services that may impair its objectivity and independence. In FY17, our AC conducted a further review of the said policy, with the following changes approved by our Board.

Engagement Fee for Non-Audit Services

FY16 threshold FY17 threshold

Individual engagement fee − limited to 50% of the statutory financial audit and interim review fees which was approved by the Board for the immediate preceding financial year

Cumulative engagement fee − limited to 70% of the statutory financial audit and interim review fees which were approved by the Board for the immediate preceding financial year

Cumulative engagement fee − limited to five times the individual engagement fee which was approved by the Board for the immediate preceding financial year

Any non-audit service that exceeds the above threshold will require specific pre-approval by the AC

During FY17, our Company and Group incurred approximately RM875,000 and RM1,211,000 on non-audit fees representing 63% and 42% of the total fees to PwC respectively. On a quarterly basis, our AC reviewed the analysis provided by PwC on the provision of audit and non-audit services including the fees incurred and remains satisfied that PwC’s independence is not impaired from the provision of the non-audit services.

6.5 Independence

Our AC reviewed PwC’s FY17 written affirmation of its independence to act as the Company’s external auditors in accordance with the relevant professional and regulatory requirements. In order to further maintain independence of the external auditors, the PwC audit partner-in-charge of our Group was rotated after five years and a new audit partner-in-charge came on board for the FY17 audit.

Our Group has also restricted the employment of former employees of PwC to ensure independence and for avoidance of any conflicts of interests. In FY17, there was no employment of any PwC employee that was reported to our AC.

Based on the above, our AC had therefore, recommended to our Board, the re-appointment of PwC for FY18 at the forthcoming AGM in June 2017.

7. Corporate Assurance

Our AC is supported by CA which provides independent validation on the risk management, control and governance processes of our Group. The Vice President, Group CA who heads the internal audit function, has a direct reporting line to the AC Chairman and attends the AC meetings.

CA’s role is governed by the CA Charter which is reviewed annually to ensure that CA’s purpose, authority and responsibility, reflect developments in CA’s activities and in line with best practices promulgated by internal audit professional bodies.



The latest CA Charter was approved by our AC in September 2016.

At the start of the year, our AC considered and approved CA’s annual review plan that included audits of business and support units across our Group, as well as assurance over live projects. On a quarterly basis, the review plan is assessed and updated on a quarterly basis taking into account changes in the business and operating environment. Changes to the review plan were communicated to our AC. There is also regular liaison among CA and other assurance functions such as our Group Process Risk Assurance department (“GPRA”) and the external auditors to monitor the risk governance framework and management processes of our Group to ensure their effectiveness.

During FY17, our AC reviewed the report findings from CA’s planned and ad-hoc reviews and the actions taken to implement the recommendations made in the reports. The planned reviews included financial, operational, technology and information systems audits across Customer, Content, Productions, Feature Film, Broadcast Operations and Information Technology Divisions as well as the Radio business and other support units within our Group. The ad-hoc reviews included among others, governance enhancement reviews related to policies and procedures, related party transactions and special reviews based on disclosures reported to the Ethics Line and other channels. All CA reports were provided to our AC.

On a quarterly basis, a summary of CA’s findings and the status of progress against previously agreed actions is tabled at the AC meetings. Members of Management were invited from time to time to provide clarification on the findings and updates on the action taken, where applicable.

The total operational costs incurred for CA for FY17 amounted to approximately RM3.9 million (FY16: RM3.4 million).

Our AC had reviewed the CA function to ensure that its activities are performed independently and with impartiality, proficiency and due professional care, including its KPIs. In respect of FY17, the review was coordinated by our Company Secretary in March 2017 with feedback sought from our AC, Management and external auditors. The areas assessed include (i) function and visibility (ii) terms of reference (iii) skills and experience (iv) communication and interaction (v) review reports (vi) reporting tools and annual review plan. Based on the results of the evaluation, our AC is satisfied with the performance of CA and noted several areas of improvements for CA to focus and address in FY18.

8. Related Party Transactions

On a quarterly basis, our AC reviewed the RPTs entered into by our Group to ensure that:

• The RPTs have been conducted on our Group’s normal commercial terms and are not to the detriment of our Group’s minority shareholders

• Proper disclosures were made in accordance with the MMLR• The actual expenditure on recurrent RPTs is within the mandate approved by the shareholders

During FY17, our AC reviewed a RPT between MBNS Multimedia Technologies Sdn Bhd (“MMT”), a wholly-owned subsidiary of the Company and Maxis Berhad (“Maxis”) for the disposal of 833,334 ordinary shares of RM1.00 each in Advanced Wireless Technologies Sdn Bhd (“AWT”) representing MMT’s 25% interest in AWT for a cash consideration of RM15,833,334 and the purchase of goods and services by Maxis and/or its related corporations totalling RM3,000,000 in value from MMT and/or its related corporations (“Transaction”).

Our AC is of the view that the total consideration of RM18,833,334 from the Maxis Group is justified, notwithstanding a loss on disposal of RM12,090,821.40 based on the Company’s audited financial statements for FY16 on the following grounds:



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• the consideration is within the indicative equity value derived from an independent valuation;• the divestment value of RM15,833,334 has effectively provided our Group with a return of circa 27% p.a. based on

the original cost of investment of RM833,334;• it enables our Group to divest a non-core business and utilise the proceeds from the divestment for its working capital

purposes to pursue its core business strategies; and• the cost of renewing the spectrum license is expected to be high and additional funding may be required from AWT’s

shareholders. It is therefore commercially viable for MMT to divest prior to the expiry of the spectrum license.

Based on the above, our AC is of the view that the Transaction was carried out on normal commercial terms, at arm’s length, in the best interests of our Group, on terms that were not more favourable to the related party than those generally available to the public, and would not be detrimental to the Company’s non-interested shareholders. Our Board (save for the interested Directors namely, Augustus Ralph Marshall and Lim Ghee Keong), having considered the recommendation of our AC and the commercial proposition, is of the opinion that the Transaction is in the best interests of the Company and its shareholders. An announcement on this Transaction was made to Bursa Malaysia on 27 December 2016 and 30 December 2016; and the Transaction was completed on 30 December 2016.

For FY17, our AC also reviewed the 2016 Circular to Shareholders in respect of new and renewal of shareholders’ mandate for recurrent RPTs, prior to Board approval.

9. Integrity and Ethical Matters

During FY17, our AC reviewed the COBE and the online COBE learning and certification tool as well as the effectiveness of the programme established by Management to monitor and enforce compliance with the COBE. Further details on the effectiveness and response to the online COBE tool are provided on page 65. Our AC has also individually acknowledged and confirmed that they have read the COBE and will abide by the provisions contained therein.

Our Group has adopted the Ethics Line Procedures which was established to enable whistleblowers to raise concerns in confidence, and to ensure proportionate and independent investigation is duly conducted and follow-up action is taken and brought to the attention of our AC. During FY17, CA which manages the Ethics Line received a total of 7 ethics, conflict of interest and integrity-related disclosures which were reported by various parties including employees and external parties. On a quarterly basis, our AC reviewed CA’s report on the cases reported through the Ethics Line and other available channels as well as the status of investigation (where applicable) into these cases. For FY17, our AC is satisfied that there were no cases with significant impact to our Group.

10. Quarterly Updates

Our AC also reviewed the quarterly reports on the following areas:

• Treasury which included the sources and uses of cash, analysis of working capital, compliance status of debt covenants and treasury risk management. In respect of financing options, our AC reviewed the programme for the proposed issuance of Medium Term Notes of up to RM3 billion to meet funding requirements. Our AC also reviewed the refinement to the foreign exchange management policy, aimed at allowing greater flexibility to respond to market volatility for hedging purposes

• Tax updates that included the status of tax filings and audits of selected entities of our Group by the Inland Revenue Board, GST implementation and reporting, among others. Our AC also deliberated on matters of tax morality and remains satisfied that our Group has adopted a responsible approach in its tax planning strategies that encompassed transfer pricing, utilisation of losses and capital allowances and tax incentives

• Regulatory compliance and status of material litigations to ensure that these matters have been reflected in the financial statements, where appropriate. A summary of the material litigation, claims and arbitration is provided in the notes to the financial statements on pages 258 to 266



11. Integrated and Sustainability Reporting

Our AC plays an oversight role in respect of our Group’s integrated report. Our AC considered the information disclosed in the integrated Annual Report and has assessed its consistency with operational and other information known to our AC, and for consistency with the annual financial statements. Our AC is satisfied that the sustainability information is in all material respects, reliable and consistent with the financial results and nothing has come to the attention of our AC to indicate any material deficiencies.

12. AC Charter and Evaluation

Our AC keeps its Charter under review annually and makes recommendations to our Board. The AC Charter was last approved by our Board in September 2016 and is available on the Company’s website.

The performance of our AC and the independence of the INEDs are also evaluated as part of the BEE, which was conducted by our NCGC in February 2017, as further detailed on pages 73 to 74.

13. AC Key Focus for FY18

The key priorities of our AC for FY18 are to continue focusing on:

• the integrity of our Group’s financial accounting and reporting, including the quality of earnings taking into account the challenging environment that our Group is operating in

• the robustness, rigour and quality of the external and internal audit process as well as risk management • collaborations with third parties or joint ventures• content and IP creation, development of the OTT business and customer experience in line with our Group’s

strategic imperatives



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Evaluate, Learn and

Adapt

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Limits of Authority

Code of Business Ethics

Policies and Manuals

PerformanceIndicators

Security Framework

Business Continuity

Internal Controls

Compliance and Reporting

Financial Attestation

Corporate Disclosures

Revenue Assurance

Compliance Audit

Self Assessment

Strategic Planning

5-Year Roadmap

Risk Management

Operational Financial ComplianceStrategic

Statement on Risk Management and Internal Control

Board ResponsibilityOur Board acknowledges its responsibility for effective risk management and is supported by our AC and Group Risk Management Committee (“GRMC”) to enforce a robust risk management framework and an effective internal control system for managing business risks to an acceptable level to achieve our Group’s business objectives as well as to safeguard our Group’s assets and shareholders’ interests. The GRMC is responsible for the implementation of the sound enterprise-wide risk management and internal control framework to ensure a continuous process of identifying, evaluating, responding, monitoring and managing risks and controls to an acceptable risk appetite as part of our Group’s daily operations and as and when there are changes to the business outlook or regulatory requirements.

Our Group conducts periodic testing on the adequacy, effectiveness, efficiency and integrity of the internal controls to ensure that the controls are effective, viable and robust, to provide reasonable assurance against material misstatement or loss and in line with the requirements and guidance in the Statement of Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by Bursa Securities.

Our Board has also obtained assurance from our GCEO, GCFO and GFC that our Group’s risk management and internal control systems are operating adequately and effectively for FY17. Our Group has summarised the overview of the internal control assessment into four key components:

1. Risk Management

Our Board continues to affirm their commitment to ensure adequate stewardship and culture for implementation of effective risk management principles at a holistic level through the implementation of our Group Risk Management (“GRM”) Framework as depicted below.

Board of Directors/Audit Committee

Operational Staff

Head of Business Unit

Senior Leadership

(Group Risk Management Committee)

Strategic Focus Area

• Best-in-Class Consumer Experience• Content Leadership• NJOI Monetisation• Standalone OTT

• Digitalisation to Future Proof Business• Driving E-commerce and Adex• Sustainable Growth• Talent Development



The GRM Framework is embedded within our Group’s strategic planning activities, operational processes, and project management. The GRM Framework is established based on the Committee of Sponsoring Organisation (“COSO”) Enterprise Risk Management Framework which sets out the risk management governance, infrastructure, processes and control responsibilities and underpins our Group Risk Management Policy. The GRM Framework is reviewed annually and published on Astro’s internal portal. For effective and consistent adoption of risk management across our Group, the framework provides guidance for a systematic approach to identify, assess, respond, monitor and report risks to the senior leadership for remedial action.

Our Board, through our AC, is assisted by the GRMC which is chaired by our GCEO and comprises senior leadership from various business units. The function of the GRMC is to drive effective risk management through continuous review of GRM Framework to ensure effective identification of emerging risks and management of identified risks through implementation of appropriate controls and risk mitigation strategies while being cognisant of the business outlook, opportunities and financial sustainability.

The GRMC works closely with the GPRA department to ensure effective and consistent adoption of risk management practices. Risk champions are appointed by Heads of Business Units/Segments to review and update their respective business risk profiles on a quarterly basis. The periodic review and update of the risk profiles include the identification of emerging risks arising from changing business outlook and/or new initiatives being implemented as well as evaluation of the effectiveness of existing controls and risk management initiatives.

The GRMC also maintains a consolidated Group risk profile with the assistance from GPRA (as detailed in the Risk Factors section on pages 95 to 99 of this report) and our Group risk profile is presented and deliberated by the GRMC and AC on a quarterly basis to ensure that the overall risks impacting our Group are adequately identified and managed within an acceptable risk appetite. Some of the key strategic risk matters deliberated by the GRMC and AC for the financial year include competition risk due to crowded OTT and e-commerce market landscape, business sustainability risk due to content piracy, forex volatility and soft consumer sentiments and cyber security risk as our Group continues to embark on digitalising the business. As part of our Board’s efforts to ensure risk management processes are adequate and effective, the strategic and operational risk mitigating controls are validated by CA as part of its review plan and areas for improvement are highlighted and implemented by the relevant business units accordingly.

Our Board and Management inculcate a proactive and sustainable risk management culture by ensuring that all employees have a good understanding of effective governance principles and risk management practices with classroom briefings and annual online compliance training.

2. Control Environment and Activities

A robust and effective check and balance control environment within our Group is fundamental for ensuring a sound internal control system. Our Board and Management have demonstrated their commitment in maintaining an effective internal control environment through continuous enhancement to the design of internal control systems to ensure controls are relevant, effective and robust to promote operational agility while ensuring corporate governance and compliance to regulatory guidelines. The following sets out the components of our Group’s key control environment established for maintaining strong corporate governance:

2.1 Board and Management

The roles and responsibilities as well as the authority and lines of accountability of our Board and Management have been clearly defined in our Group’s organisational structure as set out on page 4 of this report.


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2.2 Audit Committee and Corporate Assurance

Our AC assists our Board in fulfilling the Board’s responsibilities with respect to oversight, focusing on the integrity of our Group’s financial reporting process, management of governance, risks, internal control systems, external and internal audit processes, compliance with legal and regulatory matters as well as the code of business conduct. CA assists our AC by providing independent validation on the risk management, control and governance processes of our Group. The roles and responsibilities of our AC and CA functions are set out in the AC Report on pages 75 to 82 of this report.

2.3 Regulatory and Industry Affairs, Legal and Corporate Secretarial

The Regulatory and Industry Affairs (“Regulatory”) department monitors compliance in line with the Communications and Multimedia Act 1998 as well as other laws, rules, regulations, and policies which govern our Group’s businesses. The department consistently engages with internal and external stakeholders, including the Malaysian Communications and Multimedia Commission (“MCMC”) to preserve a conducive regulatory environment for our Group to ensure efficient and undisrupted business operations. Additionally, the Regulatory department also manages matters relating to the Group’s IP including undertaking proactive measures and providing assistance in enforcement actions.

The Legal department plays a pivotal role in advising our Board and Management on legal matters to preserve and safeguard our Group’s interests from a legal standpoint. Our Board is briefed on material litigations and its development on a quarterly basis.

The roles and responsibilities of our Company Secretary are set out in the Corporate Governance Statement on page 67 of this report.

2.4 Revenue Assurance

Revenue Assurance (“RA”) is a function responsible for providing assurance (i.e. completeness, accuracy and integrity) on the recording and reporting of Pay-TV revenue producing events. The RA review covers the Pay-TV functions of customer acquisition, product and service delivery, customer service, billing, payment and collection management.

A RA framework is in place to provide guidance to ensure a consistent and structured review approach to identify key revenue leakage indicators and data discrepancies, as well as propose and implement corrective action plans jointly with business units.

In addition, the RA department also prepares the monthly RA dashboard for senior leadership on identified Pay-TV revenue issues as well as the extent of identified revenue leakages. The monthly dashboard is also reviewed by the external auditors and CA as part of their annual audit.

2.5 Procurement

Procurement is a function responsible for ensuring our Group’s acquisition activities are made transparently and in the best interest of our Group. The procurement process is governed by the Acquisition Framework and the Procurement Manual, which are reviewed by the external auditors and CA as part of their annual audit.

In addition, our Tender Committees are responsible to provide governance, guidance and direction on our Group’s acquisition strategies. The Tender Committees are aided by the Procurement department for the administration of the tender process and our Company Secretarial team for convening and recording the Minutes of the Tender Committees.



2.6 Systems, Data and Information Security

The IT Security and Assurance department is responsible for continuously monitoring and resolving both internal and external security threats to our Group. This includes conducting security awareness initiatives, compliance audits on our Group’s IT networks and systems and vulnerability assessments to mitigate the impact of security attacks, negligence and malware.

The AMH Security Framework is established to proactively manage current and potential security threats to our Group’s data and content arising from physical and logical access. In addition, the IT Security and Assurance department continuously updates its cyber security controls through periodic alignment of new cyber threats by maintaining compliance with industry security standards such as the Information Security Management System ISO/IEC 27001:2013[1], Payment Card Industry Data Security Standard and the Personal Data Protection Act 2010 and benchmarking of its security programmes with industry best practices and external cyber security subject matter experts.

2.7 Business Continuity Management

Business Continuity Management aims to minimise the impact of business disruption through building resilient capabilities for effective response to threats and disruptions. This includes establishing service delivery infrastructure redundancies and alternate sites to minimise service disruption on the occurrence of a disrupting event, as well as minimising the impact of financial losses from a disruption through insurance coverage.

Formal recovery plans are established and continuously reviewed, maintained and tested. These activities have been conducted to ensure the availability and effectiveness of Business Continuity Planning (“BCP”) in achieving timely recovery of services while prioritising staff safety. During FY17, our Group’s BCP maintenance activities have been successfully conducted, including quarterly call tree and walkthrough tests, bi-annual BCP manual review, as well as annual simulation of critical systems and operations. The results of the BCP maintenance activities are reported to our AC on a quarterly basis.

2.8 Key Controls Checklist

As part of cultivating an effective internal control environment, the Key Controls Checklist (“KCC”) is established to facilitate control self-assessment by the Heads of Departments on a quarterly basis to ensure internal controls (i.e. both system and manual controls) are effective and complied with. Where control weaknesses are identified, manual controls are implemented to mitigate any risks thereof. The endorsed KCC is subsequently verified by GPRA and reported on a quarterly basis to our AC. The KCC is also validated by CA and the external auditors to ensure that Management’s assertions that the controls are operating effectively are appropriate.

2.9 Limits of Authority

The LOA stipulates the decision-making authority of key personnel to enhance operational agility. The LOA delegation process is as set out in the Statement on Corporate Governance on page 57 of this report.

Any amount in excess of the Board-delegated GCEO’s LOA will require our Board’s approval. These limits are reviewed regularly and approved by the Management and/or our Board in accordance to their LOA, in line with changes in business, structural and operational perspective.

2.10 Strategic Business Budgeting and Reporting

Our Group is guided by a five-year strategic plan outlining key objectives and strategic priorities which is reviewed annually to ensure consistent revenue performance and optimisation of operating cost for sustainable business growth. Our Group strategic plan and corresponding annual budget for FY17 were duly approved by our Board prior to the commencement of the said financial year. On a quarterly basis, the financial and operational reports are provided to our AC and Board. Our Group releases quarterly unaudited financial results and annual Audited Financial Statements to Bursa Malaysia and the public, including analysts and investors.

Note:

[1] ISO/IEC 27001:2013 specifies the requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented Information Security Management System within the context of an organisation’s overall business risks. It also specifies requirements for the implementation of security controls customised to the needs of the organisations.



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2.11 Staff Performance System

Our Group has a competency framework that is guided by our Group’s corporate core values which outlines the knowledge, skills, abilities and behaviour expectations of its employees. The Human Capital (“HC”) division has launched an individual development plan for functional competency to upskill and reskill employees which serves to manage employees’ career paths and build a pipeline of talent for succession planning. In order to drive and sustain a high-performing workforce, on an annual basis, employees’ achievements are appraised under our Group’s Total Performance Management System (i.e. Balanced Scorecard Reporting).

3. Information and Communication

Our Board continuously emphasises communication with all employees in carrying out their internal control responsibilities in line with the achievement of our Group’s business objectives and has taken the following steps to enable consistent sharing of relevant information.

3.1 Formal Policies and Procedures

Our Group has in place clear and formalised GRM Framework, as indicated on pages 83 to 84. In addition, our Group has established operating policies and procedures which comply with relevant laws and regulations. These policies and procedures ensure that processes adequately mitigate risks with appropriate internal controls. Regular reviews are conducted to ensure that risk profiles, policies, and procedures are updated to align with new risk management action plans to address emerging risks and identified control gaps. During FY17, our Group has enhanced and simplified its operational process relating to e-commerce supply chain management, vendor screening and engagement process, and content production service management. In addition, our Group policies are published and updated on Astro’s internal portal for easy access by employees.

3.2 Code of Business Ethics

As indicated on page 65, the COBE is a key policy that governs the way our Group through our Board, Management and employees conduct their dealings with all stakeholders. It is also designed to reduce, if not eradicate any corrupt practices and bribery. Our employees are advised not to engage in any fraudulent activities, bribery, kickbacks, gratuity or favourable terms or treatment.

Furthermore, the COBE regulates the acceptance of gifts, complimentary services, entertainment, or gratuities with the equivalent value not exceeding RM250. Stern disciplinary action will be taken against employees who have breached the COBE.

3.3 Fraud Management and Whistleblowing

As part of our Group’s commitment and continuous efforts to strengthen corporate governance, all employees are guided by the principles and guidelines established in COBE and the Fraud Management Framework. The Fraud Management Framework provides guidance on establishing a fraud management control environment to enhance integrity and reduce the probability of fraud, as well as to assist employees in decision-making with regards to the identification and reporting of fraud, misconduct and other non-compliances affecting our Group.

The Ethics Line Procedures is established for employees to raise their concerns (“Disclosures”) on any suspected violations to our Group’s values and principles without the fear of reprisal. Whistleblowers are encouraged to disclose their names to facilitate investigation and to ensure Disclosures are made in good faith. Whistleblowers’ identities are protected in confidence to the extent reasonably practicable unless the whistleblower agrees otherwise. The Ethics Line is managed by CA who also assumes primary responsibility for the investigation and reporting of Disclosures. All Disclosures received via the Ethics Line, investigation findings and recommendations are reported to our AC and GCEO on a quarterly basis or more frequently, where necessary.



4. Monitoring Activities

In the year under review, the following monitoring activities were undertaken to provide assurance on the effectiveness of risk management and internal controls:

(a) Our Board through our AC has reviewed the risk management updates as well as the progress of compliance status of the BCP and KCC on a quarterly basis.

(b) Our GCEO, GCFO and GFC have provided the Management Representation in relation to the adequacy of our Group’s risk management and internal control systems in all material aspects. Any exceptions identified during the assessment period have been highlighted to our Board.

(c) Our AC has reviewed the process and compliance exceptions identified by CA and external auditors on a quarterly basis. The implementation of both CA and the external auditors’ recommendations is tracked and reported to the AC on a quarterly basis.

(d) The Disciplinary Committee chaired by the Senior Vice President of HC reviews matters pertaining to staff disciplinary cases arising from all types of misconduct. The Disciplinary Committee ensures that all raised concerns and allegations are duly investigated, monitored and consistently deliberated.

Management has taken the necessary actions to remediate weaknesses identified for the year under review. Our Board and senior leadership continuously assess the effectiveness of monitoring activities over risks and take measures to strengthen our risk management and internal control environment.

5. Conclusion

As required by paragraph 15.23 of the MMLR, the external auditors, PwC has reviewed this Statement on Risk Management and Internal Control. Their review was performed in accordance with Recommended Practice Guide (“RPG”) 5 (Revised) issued by the Malaysian Institute of Accountants which does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of our Group. Based on the procedures performed, nothing had come to their attention that caused the external auditors to believe that the Statement on Risk Management and Internal Control set out above was not prepared, in all material respects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, nor was factually inaccurate.

Our Board is of the view that the risk management, governance and internal control practices and processes which have been adopted for the year under review and up to the date of issuance of financial statements are sound and adequate to safeguard the interest of shareholders, stakeholders, customers, regulators, employees and our Group’s assets.

No material losses, contingencies or uncertainties have arisen from any inadequacy or failure of our Group’s internal controls that would require separate disclosures in this Report.


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