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Annual Report AnalysisMedia Prima

Vision and mission

1. Giving back to community2. To be More Than Just Entertainment 3. To be more than just company executive4. To be more than just information5. To be more than just news6. To be more than just Impact

These vision is reflecting the stakeholder theory because it concerns the future benefit of customer

Chairman’s statement

• Financial Performance– The first strategies, they survived simply by

through the power of innovation combined with a sense of realism. In their business, creativity and innovation are almost everything and they are in the business that demands nothing less than the best from everyone.

– This strategy relates to stakeholder perspectives which is Media Prima consider the customer’s future benefit.

Chairman’s statement

• Financial Performance– A second strategy is by having the best, the

brightest and the incredibly talented with them. They are the assets the company should be proud of and media prima demanded nothing else than excellence from them

– This strategy also relates to stakeholder perspectives which is Media Prima consider the customer’s future benefit.

Calendar of Activities

• Media Prima Responds to Gaza’s Urgent Humanitarian Appeal– Media Prima lent its support to its associate. The

New Straits Times Press (M) Bhd in raising funds to aid Palestinian affected by the attacks on Gaza. The fund was launched to help ease the sufferings of the many families in Palestine whose lives have been affected and made homeless resulting from the brutal attacks

• Media Prima, TV3's Jom Heboh, Cheered Paediatric Oncology Unit at PPUKM

TV3’s personalities accompanied by members of Media Prima, via the Jom Heboh platform, visited the children’s paediatric oncology ward of Pusat Perubatan Universiti Kebangsaan Malaysia (PPUKM) as part of its corporate responsibility initiative.

• These shows that Media Prima did ethical programmed, CSR programs or programs that are purely for business advancement.

Size of board of Director in Prima Berhad• There is no benchmark of what is the exact size of BOD that a

company should have.• If the BOD size is large, it will be more capable of monitoring the

actions of top management and also it will be more difficult for the CEO to obtain consensus for taking actions that will harm shareholder’s interest.– However, it will decrease the ability of the board to control

management; communication among directors would likely become increasing difficult, and etc.

• If the size of the BOD is small, they might able to make timely strategic decisions, high level of involvement in strategic formulation, market values are high, and reduce the possibility of the riding by, and increase the accountability of, individual directors.

• For Media Prima Berhad, as we can see that the BOD consist of 10 directors.

• The number of BOD is reasonable as long there are enough members to discharge responsibilities and perform various functions.

BOD COMPOSITION• Board composition refers to the distinction between

inside and outside directors and traditionally operationalised as the percentage of outside directors on the board

• The Board is also comprised of individuals who are highly experienced in their respective fields of endeavor and whose knowledge, background and judgment is invaluable in ensuring that the Group achieves the highest standards of performance, accountability and ethical behavior as expected by Media Prima’s stakeholders

• As at 31 December 2009, the Board has ten (10) members, of which – three (3) are Executive Directors and – seven (7) are Non-Executive Directors

• The Board believes the size of the Board is optimum given the scope and size of the Group, and sufficient to provide for effective debate and decision making with a substantial degree of independence from management.

Board Composition of Media Prima Berhad (MPB)

DIRECTORS’ REMUNERATIONRemuneration Executive

Director

Non- Executive

Director

Total

Fees - Media Prima

-Media Prima Subsidiaries

- 281,288

190,068

281,288

190,068

Salary 2,099,723 - 2,099,723

EPF 475,475 84,400 559,875

Bonus 231,516 42,948 274,464

Allowance 326,000 444,004 770,004

Compensation for Loss of Office 778,000 - 778,000

Benefits-in-kind 144,354 104,629 248,983

Total (RM) 4,055,068 1,147,337 5,202,405

Remuneration Band Number of Director

  Executive Director Non - Executive Director

Less than RM 50,000 1

RM 50,000 - RM 100,000 5

RM 150,001 - RM 200,000 1

RM 250,001- RM 300,000 1

RM 300,001 - RM 350,000 1

RM 500,001 - RM 550,000 1

RM 1,050,001 - RM 1,100,000 1

RM 1,200,001 - RM 1,250,000 2

Total 5* 8**

THE ATTANDANCE BOARD MEETINGDATE OF BOARD MEETING EXECUTIVE

DIRECTOR

NON –INDEPENDENT

NON – EXECUTIVE

DIRECTOR

INDEPENDENT NON-

EXECUTIVE DIRECTOR

TOTAL NUMBERS

* 3 1 4 8/9

** 4 1 4 9/9

** 3 1 4 8/9

15 May 2009* 4 1 3 8/9

** 4 1 4 9/9

* 4 1 4 9/9

** 3 2 4 9/10

** 2 2 4 8/10

* 3 1 5 9/10

** 3 2 3 2/10

** 3 2 4 9/10

DIRECTOR DESIGNATION APPOINTMENT ATTENDANCE

Datuk Johan bin Jaaffar* Executive Chairman

Non – Independent

Non – Executive Chairman

3/3

5/5

Dato’ Amrin bin Awaluddin Group Managing Director 5/5

Tan Sri Mohamed Jawhar Independent Non – Executive Director 10/11

Dato’ Gumuri bin Hussain Independent Non – Executive Director 9/11

Dato’ Abdul Kadir bin Mohd Deen Independent Non – Executive Director 29 May 2007 10/11

Tan Sri Lee Lam Thye Independent Non – Executive Director 10/11

Dato’ Fateh Iskandar bin Tan Sri Dato’

Mohamed Mansor

Independent Non – Executive Director 4/5

Sahril Ridza bin Ridzuan Non- Independent

Non-Executive Director

10/11

Dato’ Sri Ahmad Farid bin Ridzuan Executive Director 10/11

Datuk Ahmad bin Abd Talib Executive Director 6/7

Dato’ Abdul Mutalib bin Datuk Seri

Mohamad Razak**

Chairman/Independent Non –

Executive Director

3/3

Dato’ Abdul Rahman bin Ahmad*** Group Managing Director/ Chief

Executive Officer

6/6

Datuk Hj Kamarulzaman bin Zainal**** Executive Director 3/4

ABOUT THE CHAIRMAN AND CEO• Chairman and CEO is not the same person. They have their

own responsibilities and different with each other.• The Chairman’s main responsibility is to ensure effective

conduct of the Board and that all Directors, Executive and Non-Executive, have unrestricted and timely access to all relevant information necessary for informed decision-making.

• CEO has an overall responsibility over the Group’s operational and business units, organisational effectiveness and implementation of Board policies, directives, strategies and decisions

• The Chairman of Media Prima Berhad is Dato’ Mutalib bin Datuk Seri Mohamed Razak meanwhile the CEO of Prima Berhad is Dato’ Abdul Rahman bin Ahmad

RELATIONSHIP WITH AUDITORS

• The Group has an independent internal audit function, whose primary responsibility is to undertake regular and systematic reviews of the system of internal controls so as to provide reasonable assurance that the system continues to operate satisfactorily and effectively within the Group.

Who makes up the Audit Committee (are they independent exec or exec directors?)

The Audit Committee comprises non-executive members of the Board

The majority of are independent directors.The Audit Committee reviews internal control

issues identified by internal auditors, external auditors and Management

THE ENDTHANK YOU