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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Contents
ShareholdersOverview
Financial Highlights 6
Notice of Annual General Meeting 9
Statement Accompanying Notice of Annual General Meeting 14
The Corporation
Board of Directors 60
Top Management Committee 76
Head of Division 77
Shariah Advisory Council 80
Corporate Information 81
Group Structure 82
Accountability
Corporate Governance Statement 84
Audit Committee Report 93
Statement on Internal Control 97
Additional Compliance Information 100
Financial Statements
Directors Report 127
Statements of Financial Position 131
Statements of Comprehensive Income 132
Consolidated Statement of Changes in Equity 133
Statement of Changes in Equity 135
Statements of Cash Flows 137
Notes to the Financial Statements 139
Statement by Directors 204
Statutory Declaration 204
Independent Auditors Report 205
List of Properties Held 207
Analysis of Shareholdings 220
Analysis of Warrant Holdings 223
Form of Proxy
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
What We Bring To The Table...
we bring
a So Good
Family Meal...
...with a side of
Happiness.
REVENUE
KFC Malaysia 1,043,438 1,284,429 1,365,542 1,496,907 1,655,340
KFC Singapore 280,200 330,771 342,666 368,586 409,126
KFC Brunei 11,679 13,676 15,469 16,347 20,424
KFC India - - - 6,232 19,813
Integrated Poultry 316,985 445,018 484,132 533,397 586,706
Education - - - 1,068 4,725
Ancillary 78,069 105,894 89,622 99,821 102,646
Profit Before Tax 150,624 167,457 190,015 221,833 215,493
Profit After Tax 105,543 120,350 132,797 159,702 146,571
Net Profit Attributable to
Owners of the Company 104,269 118,535 130,403 156,848 144,005
EBITDA 224,160 241,986 281,326 312,785 330,606
Property, Plant and Equipment 593,599 678,900 773,241 999,984 1,228,459
Total Assets 1,006,128 1,154,407 1,290,470 1,583,032 1,838,226
Total Borrowings 122,987 141,055 116,436 152,547 254,249
Share Capital (Number) 793,099 793,099 793,099 793,231 793,266
Shareholders Equity 602,021 692,158 791,757 990,247 1,074,215
Return on Shareholders
Equity (%) 17.32 17.13 16.47 15.84 13.41
Return on Total Assets (%) 10.36 10.27 10.11 9.91 7.83
Gearing Ratio (Net Debts/
Shareholders Equity) (%) - 6.22 - 2.10 14.08
Basic Earnings Per Share (Sen) 13.15 14.95 16.44 19.78 18.18
Net Assets Per Share (RM) 0.76 0.87 1.00 1.25 1.36
Gross Dividend Per Share (Sen) 20 22 24 15.5 3
Share Price as at 31 December (RM) 6.40 7.45 7.40 3.82 3.84
NO. OF RESTAURANTS
KFC Malaysia 403 436 475 515 539
KFC Singapore 69 73 77 77 80
KFC Brunei 7 8 9 9 12
KFC India - - - 7 13
Kedai Ayamas 20 25 35 49 75
RasaMas Malaysia 22 34 40 39 25
RasaMas Brunei - 2 3 3 2
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Financial Highlights
500
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1200
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1000
1250
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Financial Highlights
2007 403
69
7
2008 436
73
8
2009 475
77
9
2010 515
77
9
7
100
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2007 20
22
2008 25
34
2
2009 35
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2010 49
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the 32nd Annual General Meeting of KFC Holdings (Malaysia) Bhd will be
held at Level 3, Wisma KFC, No 17, Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 22 May 2012 at
11:30 a.m. for the following purposes:-
AGENDA
1. To receive and adopt the Audited Financial Statements of the Company for the year
ended 31 December 2011 and the Reports of the Directors and Auditors thereon. Resolution 1
2. To approve the payment of Directors fees in respect of the financial year ended
31 December 2011. Resolution 2
3. (a) To re-elect the following Directors retiring pursuant to Article 89 of the Companys
Articles of Association:
(b) To re-elect the following Director retiring pursuant to Article 96 of the Companys
Articles of Association:
(i) YAM Tengku Sulaiman Shah Alhaj Ibni Almarhum Sultan Salahuddin Abdul Aziz
Shah Alhaj Resolution 6
4. To re-appoint Messrs KPMG as Auditors of the Company and to authorize the Directors
to fix their remuneration. Resolution 7
5. As special business:
(a) Ordinary Resolution - Authority to allot and issue shares pursuant to Section
132D of the Companies Act 1965 (the Act)
THAT pursuant to Section 132D of the Act, full authority be and is hereby given to
the Directors to issue shares of the Company from time to time upon such terms and
conditions and for such purposes as the Directors may in their absolute discretion
deem fit provided that the aggregate number of shares to be issued pursuant to
this resolution does not exceed ten percent (10%) of the issued share capital of the
Company and that such authority shall continue in force until the conclusion of the
next Annual General Meeting (AGM) of the Company, and that the Directors be
and are hereby empowered to obtain the approval of the Bursa Malaysia Securities
Berhad (Bursa Securities) for the listing and quotation for the new shares to be
issued. Resolution 8
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notice of Annual General Meeting
THAT subject to the Act, rules, regulations and orders made pursuant to the Act,
provisions of the Companys Memorandum and Articles of Association and the
Listing Requirements of Bursa Securities (Listing Requirements) and any other
relevant authority, the Company be and is hereby authorized to purchase and/or
hold such amount of ordinary shares of RM0.50 each in the Companys issued and
paid-up share capital (Proposed Renewal of the Share Buy-Back Authority) through
Bursa Securities upon such terms and conditions as the Directors may deem fit in the
interest of the Company provided that:-
(a) the aggregate number of shares so purchased and/or held pursuant to this
ordinary resolution (Purchased Shares) does not exceed ten percent (10%) of
the total issued and paid-up share capital of the Company at any one time; and
(b) the maximum amount of funds to be allocated for the Purchased Shares shall
not exceed the aggregate of the retained profits and/or share premium of the
Company;
AND THAT the Directors be and are hereby authorized to decide at their discretion
either to retain the Purchased Shares as treasury shares (as defined in Section 67A
of the Act) and/or cancel the Purchased Shares and/or to retain the Purchased
Shares as treasury shares for distribution as share dividends to the shareholders
of the Company and/or be resold through Bursa Securities in accordance with the
relevant rules of Bursa Securities and/or cancelled subsequently and/or to retain part
of the Purchased Shares as treasury shares and/or cancel the remainder and to deal
with Purchased Shares in such other manner as may be permitted by the Act, rules,
regulations, guidelines, requirements and/or orders of Bursa Securities and any other
relevant authorities for the time being in force;
AND THAT the Directors be and are hereby empowered to do all acts and things
(including the opening and maintaining of a central depositories account(s) under
the Securities Industry (Central Depositories) Act, 1991) and to take such steps
and to enter into and execute all commitments, transactions, deeds, agreements,
arrangements, undertakings, indemnities, transfers, assignments, and/or guarantees
as they may deem fit, necessary, expedient and/or appropriate in the best interest
of the Company in order to implement, finalise and give full effect to the Proposed
Renewal of the Share Buy-Back Authority with full powers to assent to any conditions,
modifications, variations (if any) as may be imposed by the relevant authorities;
AND FURTHER THAT the authority conferred by this ordinary resolution shall be
effective immediately upon passing of this ordinary resolution and shall continue in
force until the conclusion of the next AGM of the Company or the expiry of the period
within which the next AGM of the Company is required by law to be held (whichever is
earlier), unless earlier revoked or varied by ordinary resolution of the shareholders of
the Company in general meeting, but shall not prejudice the completion of purchase(s)
by the Company before that aforesaid expiry date and in any event in accordance
with provisions of the Listing Requirements and other relevant authorities. Resolution 9
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notice of Annual General Meeting
AND THAT such authority shall commence immediately upon the passing of this
Ordinary Resolution until:-
(i) the conclusion of the next AGM of the Company following the general meeting
at which the ordinary resolution for the Proposed Shareholders Mandate for the
RRPT is passed, at which time it shall lapse, unless the authority is renewed by a
resolution passed at the next AGM; or
(ii) the expiration of the period within which the next AGM after the date it is required
by law to be held; or
whichever is earlier.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notice of Annual General Meeting
6. To transact any other ordinary business of which due notice shall have been given.
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member
who shall be entitled to attend this 32nd AGM, the Company shall be requesting Bursa
Malaysia Depository Sdn Bhd in accordance with Article 64 of the Companys Articles of
Association and Paragraph 7.16 of the Listing Requirements to issue a General Meeting
Record of Depositors (ROD) as at 14 May 2012. Depositors whose names appear on the
ROD as at 14 May 2012 are entitled to attend, speak and vote at the said meeting.
Company Secretaries
Kuala Lumpur
27 April 2012
Notes:
1. A member of the Company entitled to be present and vote at the above AGM may appoint a proxy or proxies to be present and
vote instead of him. A Proxy may but need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or
if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
3. A member of the Company may appoint more than two (2) proxies to attend the AGM. Where a member of the Company appoints
two (2) or more proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholdings to be
represented by each proxy.
4. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act,
1991, he may appoint at least one (1) proxy in respect of each securities account he holds with ordinary shares of the Company
standing to the credit of the said securities account.
5. Where a member of the Company is an exempt authorized nominee as defined under the Securities Industry (Central Depositories)
Act, 1991, there will be no limit to the number of proxies which the exempt authorized nominee may appoint.
6. Any alteration made in this form should be initialed by the person who signs it.
7. The Proxy Form and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy of that
power of authority must be deposited at Tricor Investor Services Sdn Bhd, Level 17, The Gardens North Tower, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting or any
adjournment thereof.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notice of Annual General Meeting
The Company had, at the 31st AGM held on 27 April 2011, obtained its shareholders approval for the general mandate for
issuance of shares pursuant to Section 132D of the Act. The Company did not issue any new shares pursuant to this mandate
obtained as at the date of this notice. The Ordinary Resolution 8 proposed under item 5(a) of the Agenda is a renewal of the general
mandate for issuance of shares by the Company under Section 132D of the Act. At this juncture, there is no decision to issue
new shares. If there should be a decision to issue new shares after the general mandate is obtained, the Company will make an
announcement in respect of the purpose and utilisation of proceeds arising from such issue.
The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing
of shares, for purpose of funding future investment project(s), working capital and/or acquisitions.
Further information on the Proposed Renewal of the Share Buy-Back Authority are set out in the Circular to Shareholders of the
Company which is dispatched together with the Companys Annual Report for the year ended 2011.
Further information on the Proposed Shareholders Mandate for RRPT are set out in the Circular to Shareholders of the Company
which is dispatched together with the Companys Annual Report for the year ended 2011.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statement Accompanying Notice of
Annual General Meeting
1. DIRECTORS WHO ARE STANDING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING
(a) The Directors retiring by rotation pursuant to Article 89 of the Articles of Association are:-
(b) The Director retiring by rotation pursuant to Article 96 of the Articles of Association is:-
(i) YAM Tengku Sulaiman Shah Alhaj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj
The details of the directors seeking re-election are set out in the Directors Profiles which appear on pages
62 to 71 of the Annual Report.
3. THE 32ND ANNUAL GENERAL MEETING WILL BE HELD AT LEVEL 3, WISMA KFC, NO 17, JALAN
SULTAN ISMAIL, 50250 KUALA LUMPUR ON TUESDAY, 22 MAY 2012 AT 11.30 A.M.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
we bring
Cheery Smiles...
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
17
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
...with a splash of
Mouth-watering
Varieties.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
19
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
CONSOLIDATING ACHIEVEMENTS Against this background, 2011 was yet another year of
outstanding achievement for KFCH. Most importantly,
Fellow stakeholders, a fundamentally stellar financial performance has
enabled the Group to continue making major capital
The growth achieved by the KFC Holdings (Malaysia) investments that will secure the future of the Group
Bhd (KFCH) Group between 2006 and 2010 was for years to come, while maintaining a healthy bottom
phenomenal. In just five years, the number of KFC line for the period under review.
outlets increased from 443 to more than 600, as
the Group not only entrenched its leadership of In short, for KFCH, after five years of remarkable
the Malaysian food service sector but expanded growth, 2011 was a story of consolidation that has
its network in Singapore, Brunei and into India. positioned the Group to take the next leap forward in
Moreover, this massive increase in outlets was 2012 and beyond.
matched by a consistent and spectacular growth in
both revenues and profits.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
ECONOMIC BACKGROUND
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
Dividends
the Year Included the 2011 saw KFCs Malaysian network expand by
Construction of Nine another 24 outlets. With the rapid growth of the KFC
restaurant chain in Malaysia, our nation can now
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
22
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
phase was completed in mid 2011, with a capacity of The Logistics division opened its new warehouse
600,000 broilers per cycle, increasing the combined in Port Klang in November 2011. The new RM7.5
capacity of both phases to one million broilers per million facility, at 300,000 square feet, is nearly seven
cycle. The total investment cost for the two phases times the size of its previous warehouse in Glenmarie,
came to RM22 million. Shah Alam.
The KFCH-owned broiler farms in Sedenak and The Group also purchased a site at the Bukit Minyak
Mantin currently supplies broilers to the Groups Industrial Area in Penang and plans to relocate its IPI
processing plants in Port Klang, Bukit Mertajam Plant there from its present location in Bukit Mertajam.
and Johor. They supply 16% of the Groups total Once approval has been granted by the Land Office,
broiler requirements by producing 580,000 broilers construction will take approximately two and a half
per month, with the remaining 84% coming from years. The new plant will be able to process 40,000
contract farms. In 2011, the Group also invested in birds per day, which, when added to the existing two
new broiler houses using a cages system, which plants, will bring the Groups processing capacities
will increase capacity by a further two million broilers to 160,000 birds per day.
per year.
Investing in People
In addition, end of April 2012 saw the commissioning
of a new RM27.7 million sausage plant which It is essential for KFCH to constantly deliver, maintain
increases the output of sausage production from and enhance its customer service. But delivering
430 metric tonnes to 800 metric tonnes per month. consistent customer service depends on recruiting
quality staff a task that in recent years has become
Meanwhile, Region Food Industries Sdn Bhd (RFI) increasingly challenging.
invested RM2.4 million to boost production capacity
of its sachet line to meet current demand. This raises To tackle this issue, in 2010 the Group acquired
the maximum sachet production capacity from 325 Paramount International College in Puchong and
metric tonnes per month to 650 metric tonnes per set about transforming it into what is now known
month. as KFCH International College. In 2011, the Group
purchased a 4.5-hectare parcel of land within the
Bandar Dato Onn township in Johor for the Colleges
second campus. The Johor campus located in the
Iskandar Development Region will be developed in
phases, with completion due in 2017, at which time
its intake capacity will be 12,000 students per year.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
The College has obtained full Malaysian Qualifications RESTRUCTURING THE BUSINESS
Agency (MQA) accreditation for its Diploma in
Business Administration, Diploma in Information On 14 December 2011, Johor Corporation (JCorp),
Technology and Diploma in Hotel Management, plus the Groups ultimate holding corporation, in
provisional accreditation for its Diploma in Restaurant partnership with CVC Capital Partners Asia III Limited
Management, Diploma in Culinary Arts, Diploma (CVC), made a formal offer via a special purpose
in Event Management and Diploma in Tourism vehicle, Massive Equity Sdn Bhd (MESB), to acquire
Management. The College is now preparing the MQA substantially all the business and undertakings of the
documentation for two new additional programmes, Groups holding company, QSR Brands Bhd (QSR),
namely Diploma in Food Science & Technology and and the entire business and undertaking of KFCH.
Diploma in Halal Toyyibban & Food Safety. JCorp holds 51% equity interest in MESB while CVC
owns the balance 49%.
The curriculum is expanding as well. The College
has offered its first three-month Halal Executive At present, JCorp holds a 55% equity interest in
Program, completion of which earns a certificate Kulim (Malaysia) Berhad, which controls 56% of
from the Halal Industry Development Corporation QSR, which in turn owns 51% of KFCH.
(HDC). The College is currently collaborating with
HDC to develop a comprehensive programme in this The conditional offer by MESB to acquire the entire
subject. KFCHs businesses and undertakings, including
all assets and liabilities, is for an aggregate cash
In future, the College will act as a crucially important consideration equivalent to:
conduit to provide KFCH with a reliable source of
skillful manpower. RM4.00 per ordinary share of KFCH of RM0.50
each multiplied by the total outstanding KFCH
shares (less treasury shares, if any) at a date to be
determined later; and
24
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
The proposed acquisitions of QSR and KFCH are require improvement and provide a basis to develop
inter-conditional, and subject to the execution of programmes to improve operations. The Balanced
the Sale & Purchase Agreement. The proposed Score Card also helps management to align strategic
acquisition offer is also subject to approval by both goals across the whole enterprise and thus maintain
KFCH shareholders and Yum! Brands, Inc. (Yum!). a more unified focus, allowing separate business units
to align towards improving the Groups performance.
Upon completion of the exercise, the Board intends
to return the cash proceeds to all KFCH shareholders
and warrantholders via a capital repayment
exercise.
25
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
26
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
In 2010, KFCH and its holding company, KFC received the 2010/2011 BrandLaureate Award
QSR, established Yayasan Amal Bistari (YAB), for the Best Brand in Brand Strategy. KFC also
a nongovernmental, non-profit foundation that won a series of Yum!s 2011 Franchise Awards
coordinates all QSR and KFCHs CSR activities, for Development Excellence (KFC Malaysia) and
endeavours and programmes. Based on six CSR Advertising Excellence (KFC Singapore).
27
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
Ayamas had an outstanding year as well. The In 2012, KFC is launching a vigorous programme of
Malaysia Womens Weekly magazine recognised initiatives to boost its market leadership position. Of
two Ayamas products in their Domestic Diva Awards these strategies, the overall driver is the So Good
2011. The Breaded Drummets & Midwings won the campaign, designed to bring the Group ever closer
Straight from the Fridge: Best Ready-to-Fry-Frozen to achieving its vision to be the leading integrated
Meat category, and Ayamas QuikBurger took the food services group in the Asia Pacific region, based
prize for the Best Processed Meat. BrandLaureate on consistent quality products and exceptional
selected Ayamas as their winner of the 2010/2011 customer-focused service.
Best Brand in Consumer Chicken-Based Products
Award. The Ayamas Chicken Satay emerged at the Launched in April 2012, the So Good campaign
top of the MIFT Product Innovation Platinum Award aims to deliver an experience that is so loved by
2011 Competition in Malaysia. customers that they describe it as So Good. It
also provides an opportunity to relaunch the brand,
STRATEGISING 2012 refocus on the basics, generate internal pride, and
strengthen the relationship between the brand and
Operational Excellence its customers.
In the years ahead KFCH will be further expanding With the systematic improvements that the customers
its network of restaurants, focusing especially will experience, the campaign will enhance the total
on opening new drive-thru outlets, which offer customer experience at the restaurants in terms
exceptional convenience to people leading busy of the Five Ps: product, place, people, price and
lives who need a quick and tasty meal. At the same promotion.
time, the Group will be enhancing its restaurant
ambiance to provide a more contemporary feel and Meanwhile, to improve customer service, all
create a pleasant place for families and friends to managers and staff will be recertified, and staff will
get together. KFCH will also be expanding into small go through the Learning Zone. The new Learning
towns to increase its market coverage. Zone initiative gives Restaurant Managers and
team members access to web-based training. This
In tandem with its network expansion, the Group provides a virtual classroom and online meetings as
will be improving its KFC restaurants service quality well as online assessments, tests and surveys.
and speed by investing in new IT Infrastructure. A
new Kitchen Display System (KDS), which positions A staff competition will also be held, which will
packers at each cashier counter and cuts service time, recognise and reward the best cooks and cashiers.
especially during peak periods, will be introduced at
high sales volume restaurants in Malaysia in early
2012. A self-service order kiosk is currently being
tested to further reduce queue time.
28
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
29
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
30
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Statement
While the operating costs of the KFCH International KAMARUZZAMAN BIN ABU KASSIM
College remain high, the College is confidently Chairman
expected to break even in 2012, and the Group
anticipates starting to reap the rewards of its recent
major capital investments in the coming years.
31
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
Customers Remain
the Groups
Number One Priority
INTRODUCTION
KFC MALAYSIA
32
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
The division initiated three projects during the year KFC also installed a Self-Order Service Kiosk on a
to increase operational efficiency. A new Kitchen trial basis at Wisma KFC, which further cuts queue
Display System (KDS) had its trial run at Wisma time by allowing customers to use the kiosk to place
KFC. The KDS is effectively a packing monitor, and their orders, then collect their food and pay at the
its use has resulted in much improved service time, counter. Initial results have been encouraging.
especially during lunch and dinner time. Having
packers at each cash counter during peak periods The Groups third quality initiative was the
have meant shorter queues and higher transaction development of two customer service squads.
counts. In early 2012, the KDS will be rolled out to This concept clarified managerial roles in the
our high sales volume restaurants in Malaysia. restaurants by establishing the Customer Mania
33
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
Squad, involving cashiers and dining staff, and the was a very successful limited time offer, accounting
Product Champion Squad for the cooks and backup for about 10% of the total sales for the promotional
staff. Each manager is accountable for recruiting, period.
training, engaging and energising his or her squad
to deliver the most effective service. The goal is to In April 2011, the spotlight shone on the new So
achieve higher training levels and a better working Good tagline. But this is not just a tagline the
environment in the restaurants. objective is for customers to be so delighted with
KFCs food and service that they cannot help but
To keep the menu vibrant, eight new items were exclaim that it is So Good! The marketing team
introduced throughout the year, each product pitched a 5-star campaign to spread the word, and
launch celebrated with a well-advertised promotion. a new Chicken Chop with Mushroom Gravy was the
Offerings such as the Fish Donut, Chicken Chop anchor product.
with Mushroom Gravy, Quarter Chicken with Black
Pepper Sauce, Ol Pocketful, Tom Yum Crunch, The Group also focused its attention on breakfast,
Double Zinger Burger and Krushers with new flavours offering customers a different experience during
enticed customers eager for variety. the morning hours by providing a Breakfast Corner
with free coffee refills, daily newspaper and radio
The Group implemented a comprehensive marketing playing in the background. The breakfast menu
programme in 2011. The large number of promotions was rejuvenated by the introduction of the new a.m.
throughout the year meant that customers could
always find something exciting happening at KFC,
and via several channels, customers were informed
of the latest events. The year kicked off with a
celebration to mark the opening of KFCs 500th
restaurant. As an expression of gratitude to loyal
customers, KFC Malaysia offered a Celebration
Combo, which came with a limited edition 24-karat
gold-inscribed Celebration Mug.
34
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
Cheezy Egg Bun Combo, an improved a.m. Chicken renovated 18 restaurants during the year. 24 new
Porridge Combo, and an a.m. Riser Combo. outlets expanded the networks reach further, and
KFC aimed to better accommodate the needs of
KFC Malaysia honoured the fasting month of busy customers by increasing the number of outlets
Ramadan and the Hari Raya holidays in July and offering drive-thru service.
August 2011 by offering a delectable Quarter
Chicken with Black Pepper Sauce. With 539 restaurants in total 455 in Peninsular
Malaysia and 84 in East Malaysia the Group
In November, the team kicked off a season of kids retained its market dominance. KFC remains
marketing efforts and got into the spirit of the Happy Malaysias largest restaurant chain. Another 15 new
Feet 2 movie release. As parents and children flocked restaurants are planned in 2012.
to the cinemas, they also celebrated the beginning of
the school holidays by feasting on the KFC Happy KFC SINGAPORE
Feet 2 Combo. In mid-December, promotional offers
continued to entice parents and children with the Singapores economic growth, especially in early
Ben 10 and PowerPuff Girls Chicky Meals. Both of 2011, and an increased store count led KFC
these offerings included movie-themed buckets and Singapore to achieve record sales of RM409.1
collectible figurines. million, up RM40.5 million (or 11%) on 2010.
Reflecting the commitment to provide customers To celebrate Chinese New Year, the menu featured
a fresh and inviting dining ambience, the Group the new KFC Fortune Feast signature food in a
collectible bucket with complementary cushion
covers. The Egg Tart (first launched in 2010) made
another appearance, this time transformed for the
festive season. The Mandarin Orange Egg Tarts were
sold individually and in colourful boxes of six.
35
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
2011 was a year of exceptional product innovation. In 2011, KFC Singapore collected RM336,380 for
Blueberry Pancakes injected novelty and renewed victims of the continuing famine in the Horn of Africa,
interest in the KFC breakfast menu. The Ultimate a 12% increase over 2010.
Boxes were introduced in January 2011, and in
April, the box meal range was expanded to include The final campaign of 2011 returned to the So
the Ultimate Roasta Box. In conjunction with the Good tagline, using television and digital media
highly anticipated Transformers 3 Dark of the Moon to convey the warm emotional connection that
movie, the team launched a new big eat targeting Singaporeans have with KFC, sharing authentic
Transformers fans with hearty appetites. A series of customer testimonials.
collectible action figures and a limited edition beach
mat added to the campaigns popular appeal. In KFC Singapore was the proud recipient of the Caring
July, chicken and two cheeses merged to create Employer Award from Singapore Compact CSR and
the Cheesy Crunch, which was received with great the Leader Award from Enabling Employers Network,
enthusiasm. as well as four Markies awards from Marketing
Magazine.
In August, the Group focused on publicity for the
KFC a.m. breakfast offerings. Singaporeans have 2011 ends with a count of 80 stores, which includes
embraced online media, and they responded warmly six new openings or relocations, offset by three
to the I a.m. campaign, which invited them to share closures.
via Facebook how KFC a.m. touches their lives. The
four most inspiring stories were made into three- The Group predicts that 2012 will present challenges
minute webisodes and shown online and on TV. in the area of employment, as Singapores
The new KFC Singapore Facebook page now has unemployment hit a low of 2% in 2011. Competition
over 130,000 fans and counting! During this period, for market share will also increase as new restaurant
customers were delighted by the Double Chocolate chains open outlets on the island. As always, the
Egg Tart boasting the perfect blend of egg tart with staff will respond to challenges positively and are
dark and milk chocolate. confident that a programme of imaginative campaigns
and products will continue to draw Singaporeans to
In October, KFC added a seventh wonder to its range KFC.
of six Snackers a pasta shrimp flavour. For every
Snackers and meal coupon purchase, RM0.48 was
donated to the World Hunger Relief Programme.
36
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
KFC INDIA
37
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
The Integrated
Poultry Operations
Segment Saw
Another Year of
Growth in 2011.
Revenue Including
Intercompany Sales
Advanced 13.8%
from 2010, Climbing
to RM1,472 Million.
More positively, vigorous marketing campaigns used
varied media and creative tactics to reach consumers
throughout 2011. RasaMas devised a new menu in
February, and in April commenced a campaign to
celebrate the brands Typically Malaysian identity.
The redesigned website came online in April,
and by July, the visitor count exceeded 10,000.
The marketing team maximized the use of social
media Twitter, Facebook, blog and website as
well as e-mail and SMS to publicise 16 promotions
throughout the year, including Chinese New Year and
Ramadan specials, new product announcements as
well as coupon offers.
38
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
popular Auspicious and Spicy Siam roasters on Under the Groups Breeder Farm and Hatchery
a limited-time basis during the festive seasons. In division, the breeder farms produce eggs which
addition, corporate partners Digi and Bank Rakyat are sent to hatcheries to be hatched into Day-Old-
helped publicise two other innovative special offers. Chicks (DOC). In 2011, the division produced 38.6
million DOCs with a value of RM48.8 million.
INTEGRATED POULTRY OPERATIONS
KFC Marketing
The Integrated Poultry Operations segment saw
another year of growth in 2011. Revenue including KFC Marketing Sdn Bhd (KFC Marketing) was
intercompany sales advanced 13.8% from 2010, incorporated in 2001 as a sales, marketing and
climbing to RM1,472 million. trading arm for KFC Holdings (Malaysia) Bhd
(KFCH) and external markets, both domestically
Ayamas Food Corporation Sdn Bhd (AFCSB) and internationally. With a vision to be the preferred
processing plants contributed greatly to the increase, distributor of superior quality halal brands, the
up by 8.5% on 2010 levels. The Groups expanding subsidiary performed exceptionally well in 2011, with
restaurant chains and stores KFC, RasaMas and sales growing by 23.3% to reach RM273.1 million.
Kedai Ayamas continue to increase their order Sales to the domestic open market increased once
volumes, thus boosting internal sales figures. again, and open market export sales also jumped to
RM15.9 million in 2011.
2011 was not without challenges, as rising chicken
prices made an impact upon the Groups In addition to the Groups own products, KFC
performance. Demand for chicken products, Marketing distributes third-party international brands
however especially processed foods such as such as Simplot, Divella, Mission, Kewpie and
sausage, nuggets, etc. continues to rise steadily, Leggos. Datuk Redzuawan bin Ismail, better known
so this subsidiary took steps toward greater self- as Chef Wan, now acts as brand ambassador for
sufficiency and expansion into niche markets. KFC Marketing, further strengthening the companys
position.
39
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
Looking forward, Ayamazz has collaborated with Jati Usahawan Bistari Ayamas Sdn Bhd (UBASB) is a
Bestari Sdn Bhd and other companies to expand wholly-owned subsidiary of KFC Marketing, and is
its business by more aggressively marketing and a key element in the Groups CSR commitment to
promoting the programme and by establishing more assist those in need. UBASB was established in
Ayamazz Roti Impit kiosks nationwide, including in 2009 to bring the Ayamas brand to the lower-income
Sabah and Sarawak. The business model has also market sector.
grown to include kiosks, flip-counters, and hawker
vans, and the goal for 2012 is to add 100 new open UBASBs business model engages housewives,
market outlets by the end of the year. single mothers and other lower income individuals
who are interested in business to become Sudut
Ayamas operators. Parallel objectives are to provide
an opportunity for the operators to generate extra
income and to inculcate entrepreneurship among
their children and family members. The Sudut
Ayamas operators are the front-line stocking and
sales agents for the UBASB products. Although they
are packaged differently and sold at lower prices, the
products all maintain Ayamas hygiene, quality and
halal certification.
40
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
ANCILLARY OPERATIONS
Sauce Manufacturing
41
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
The Commissary division generated sales of RM1.7 Tepaks revenue declined by 5.4% to RM23.6 million
million plus a 4.3% increase in coleslaw production, in 2011, mainly due to the restructuring of production
amounting to over two million packets in total. The and delivery by Unilever, one of the companys largest
coleslaw facilities also received flooring upgrades in customers.
April and May 2011 to meet Yum! requirements.
42
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
The Logistics division under KFC Manufacturing KFCH currently employs over 28,000 people in
Sdn Bhd expanded its dry stock storage capacity in Malaysia, Singapore, Brunei and India, making it
2011 in line with the growing number of restaurants one of the largest food sector employers in the
and stores. The Groups original 45,000 square foot region. The Groups active and holistic approach to
warehouse was in Glenmarie. 2011 saw it shift to employee recruitment, training, and retention reflects
a new double-storey warehouse complex offering the value it places on its staff.
300,000 square feet at Jalan Gerudi, Port Klang.
During 2011, KFCH used a variety of recruitment
The new facility offers 16 loading bays, five receiving methods to fill vacant and newly-created positions.
bays, space for nearly 17,000 pallets, and new The Group participated in numerous job fairs and
heavy equipment. The transition went smoothly, advertised its requirements in newspapers, leaflet
and the new warehouse was fully operational on and email campaigns, flyers and restaurant postings.
1 November 2011. It now serves over 921 stores It also offered referral incentives to current staff.
and restaurants in Malaysia, Brunei and Cambodia.
In future, the Logistics division plans to extend its KFCH is committed to retaining valued employees,
facilities and services to third parties, thus becoming and thus offers a variety of training, advancement
a profit centre. and recognition opportunities, including organised
activities and sports tournaments, conventions, and
KFCH INTERNATIONAL COLLEGE award ceremonies.
The KFCH International College now spans two The Group invested RM7.2 million in training and
campuses in Puchong and Johor Bahru. At present, development programmes in 2011. This figure is
over 800 students are enrolled in nine diploma equivalent to 5.25% of total employee compensation
programmes, including a variety of hospitality- and illustrates the importance of training to the
related disciplines, as well as Early Childhood organisation.
Education, Business Administration, and Information
Technology. On average, KFCHs full-time employees received
67 hours of training over the year, and nearly 8,000
During the year, the College achieved a revenue of staff participated in training. Opportunities included
RM4.3 million from its diploma programmes and a in-house soft skills training, and public programmes
further RM325,675 from short courses. on a range of topics designed to build technical,
financial, business and management abilities.
43
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Review of Operations
Furthermore, 40 students were sponsored in full- At the Annual Long Service Awards, KFCH recognises
time diploma courses at the two KFCH International employees who have served the company and its
College campuses and 23 more in various part-time customers for ten years or more with awards of BSN
programmes offered by other institutions. savings bonds of RM500-RM1000 each. In 2011,
the Group distributed some RM160,000 in savings
Yum! Learning Zone offers an additional training bonds to 257 long-term employees.
medium for KFC employees. Through this new
initiative, managers and team members at the In 2012, the OSH unit will begin a General OSHA
restaurants have access to web-based training, 1994 Compliance Audit. All operating units will be
including virtual classrooms, online meetings, and subject to the audit, which is in preparation for the
electronic assessments, tests and surveys. full JKKP Audit. As part of the Groups unflagging
efforts to improve workplace safety, the Accident
The Group continues to place great emphasis on Prevention Programme will also be revamped in the
Occupational Safety and Health (OSH) training, and coming year.
four particular activities dominated 2011s efforts.
A proactive Hazard Identification, Risk Assessment HALAL COMMITMENT
and Risk Control (HIRARC) exercise was conducted
for the restaurant operations, poultry farm and KFCH guarantees full halal compliance in all of
office-based employees in Wisma KFC. A new, the Groups markets. Every aspect of our food
comprehensive Safety and Health Manual was manufacturing processes, including raw materials
published for the Farm and Hatchery division, and procurement, preparation, packaging, storage
the Procedures for Reporting of Accidents in the and utensils follow strict controls. The Group
Workplace were enhanced. The new procedures pays keen attention to any products acquired
cover not only reporting and documenting accidents from foreign suppliers, requiring that they be halal
but also aspects of investigation for the purpose of certified within the source country and accepts only
preventing recurrence. Finally, the Department of certificates recognized by the Department of Islamic
Safety and Health (JKKP) Audit Kit for the restaurant Development Malaysia (JAKIM).
division was improved to assist employees as they
prepare for the OSHA 1994 compliance audit.
45
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
we bring
Balance
to a Healthy
Lifestyle... 46
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
47
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
...with a spoonful of
Responsibility.
48
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
KFCH has always striven to build strong relationships Established in 1997, Tabung Penyayang KFC is a
with the communities in which it operates, and the vehicle for the Groups various CSR programmes to
CSR initiatives in this area highlight the Groups help the needy. Funds are collected for these initiatives
dedication. In certain cases, aid takes the form of in two ways. First, KFC donates to the fund ten cents
purely philanthropic donations to organisations from every Chicky Meal sold. Second, collection
such as the Kiwanis Down Syndrome Foundation, boxes are placed at strategic locations in every
the Cancerlink Foundation, Rumah KFC Bakti KFC restaurant in Malaysia, thereby encouraging
Semantan, and the Kuala Lumpur Society of the customers to add their own contributions. In 2011,
Deaf, now known as the Malaysian Federation of the Tabung Penyayang made regular contributions to a
Deaf. On other occasions, the Group joins community variety of charities.
members by sponsoring and participating in a variety
of events and activities. Be the Movement Charity Walk
KFCS Feeding Programme 2011 marks the fifth year that KFC and Pizza Hut
participated in the World Hunger Relief Programme.
KFCs Projek Penyayang, one of the Groups most On 29 October, the Group organised the Step Out,
rewarding and beneficial initiatives, is now in its Stop Hunger 5km charity walk in Putrajaya. Over
18th year. Organised four times a year, usually in 10,000 people joined this event, which also featured
conjunction with festive seasons, this programme a games carnival, musical concerts and various
sees the distribution of free meals to various charity contests as well as other activities. Over RM2.1
homes. In 2011, 150 homes with over 12,000 less million was collected and distributed to the famine-
fortunate residents throughout Malaysia benefited stricken around the world as well as local charities.
from this programme. By the end of the year, over
48,000 KFC meals were shared.
49
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
26 years ago, KFC launched a pioneering effort In 2011, KFC commenced sponsorship of this
of which it is still immensely proud of. Indeed, the sporting association, joining the teams royal
Hearing Impaired Community Care Stores have patron, DYMM Sultan Ibrahim Ibni Almarhum Sultan
attracted worldwide recognition. Malaysia now Iskandar, Sultan of Johor, in supporting the team as
boasts four KFC restaurants run entirely by speech- it represented the state in national competitions.
and hearing-impaired staff, offering 60 members of
this community independence and empowerment. International Childrens Day
KFCs Hearing-Impaired Community Care Stores
are located in Sentul Raya (Kuala Lumpur), Tanjung KFCs involvement with International Childrens
Aru (Sabah), Saujana (Sarawak) and Taman Masai Day began in 1994. On 22 October, the Group
(Johor). contributed to the 2011 celebration, which was held
at Sri Pentas. YB Dato Sri Shahrizat binti Abdul
Buka Puasa with Orphans Jalil, Minister of Women, Family and Community
Development officiated at the event, where over
On 10 August 2011, KFC Malaysia contributed 6,000 children enjoyed the Kids Parade, board
duit raya, KFC vouchers and food to a buka puasa games, cake decorating competition, colouring
gathering in Batu Pahat, Johor. DYMM Sultan contests and more.
Ibrahim Ibni Almarhum Sultan Iskandar, Sultan of
Johor, officiated at the event which brought joy to
over 200 orphans from the surrounding areas.
50
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
51
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
52
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
KFCH is currently one of the largest employers in The KFC Restaurant Managers Convention was held
the food sector industry in the region, with a team at Nexus Karambunai Resort in Sabah. For their roles
of over 24,000. The Group acknowledges the in Making KFC So Good (which was the theme of
substantial role personnel have played in its success,
the 2011 convention), the managers celebrated
and to reward the hard work and fuel the personal
each others accomplishments at award ceremonies
and professional development of its staff, various
and enjoyed some well-earned relaxation on outings
events are organised throughout the year. The Group
believes that each individual plays an important role to the Mount Kinabalu foothills and nearby Mamutik
in contributing to the success of the company. To Island.
reward its staff for their dedication, commitment and
hard work, various activities were organised.
53
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
In 2011, Kedai Ayamas and RasaMas introduced a The 2011 National Champs Challenge took place
nationwide initiative for staff with the aim of setting from 26-27 April at the KFC Subang 2 Drive-Thru.
and maintaining superior standards in customer 11 teams competed: nine teams from Peninsular
service by way of a fun-filled competition. More than Malaysia and one team each from Sabah and
60 employees in 16 teams took part in the inaugural Sarawak. At the end of the event, the five best team
competition. The finals were held in December at members and manager were chosen to represent
Wisma KFC, and the winning teams and individuals Malaysia in the Regional Champs Challenge in
won a range of trophies and prizes. Jakarta, Indonesia in November 2011. Ten teams
competed at this event, and the Malaysian team
came home with five individual and executional
awards.
54
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
The Groups holding company, QSR organises its KFCH introduced its own 5 Sigma (5S) initiative at
popular annual event, Quality Day or better known as Wisma KFC in 2009. The goal of this programme,
Hari Mekar. Every December, Hari Mekar brings teams known as Gerak Kemas (GK), is to ensure office
of employees together for one day to compete in cleanliness by discarding unwanted items like empty
quality-related contests. It is a vibrant forum in which boxes and obsolete documents. GK has since
employees present their ideas for new methods and become an annual spring cleaning event at Wisma
projects to increase productivity and reduce costs. KFC. In 2010, staff successfully incorporated the
The winners of the QSR Hari Mekar proceed to the Hazard Hunt as part of the GK programme, whereby
JCorp Hari Mekar, where they compete against employees identify potential hazards in the office
teams from JCorp and all its subsidiaries. They also environment. This in turn raised the endeavour from
go on to represent QSR at the Malaysia Productivity 5S to 6 Sigma (6S).
Corporation (MPC) Awards. The overall winner at the
JCorp Hari Mekar for the fifth consecutive year was In 2011, the 6S audit was launched, involving all
KFCHs holding company, QSR. personnel in Wisma KFC. The Gerak Kemas Audit
Committee carried out two separate audit sessions
Bank Negara Malaysia GP2000 during the year. The aim of these exercises is to
inculcate the 6S culture amongst all staff and to
In 2011, Bank Negara Malaysia organised the promote a sense of mutual responsibility for safety
GP2000 programme. The programmes objective is and cleanliness in their office environment.
for participating companies to provide training and
employment opportunities for 200 recent graduates THE ENVIRONMENT
from low-income backgrounds. KFCH joined the
programme in 2011, and as of 1 June, had selected KFCH is concerned with the impact that its
four candidates. By the end of the training period, operations have upon the environment. The Group
all four candidates were accepted as permanent consistently aims to find ways to deploy ecologically
employees. sound practices whilst maintaining its high levels of
product quality and shareholder value.
55
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
Since 1998, Ayamas Port Klang has operated its own The Bakery and Commissary divisions, based at
waste water treatment facility. The final discharge Kompleks KFC Glenmarie, also operate their own
earns the Malaysian Department of Environment waste water treatment plant. Releasing treated water
(DOE) rating of Standard B. The Group has since which meets the DOE Standard B rating, it employs
invested approximately RM5 million in upgrading a Biological Treatment System, which consists of
the facility a number of times. The facility uses two an Up-Flow Anaerobic Sludge Bed (UASB) and
different waste water processes, a Continuous Alternative Intermittent Cyclic Reactor (AICAR).
Processor and a Sequential Batch Reactor (SBR)
process. At present, the plant treats approximately Region Food Industries
2,000 cubic metres of waste water discharge per
day. In 2004, Region Food Industries Sdn Bhd (RFI), the
Groups sauce manufacturing division, deployed its
Ayamas Bandar Tenggara, Johor own waste water treatment plant. The final discharge
meets the DOEs Standard B rating, and the plant
In 2009, the Group opened its second waste water treats about 250 cubic metres of waste water per
treatment facility at Ayamas Bandar Tenggara, Johor. day using a continuous biological and chemical
This facilitys final discharge is in compliance with the process. In 2009, to reduce its environmental impact,
DOE Standard A. Built at a cost of RM2 million, this RFI also upgraded its burner to enable its production
waste water facility uses only the SBR process, and it machinery to use natural gas instead of diesel.
treats 800 cubic metres of final discharge waste water
per day.
56
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Social Responsibility
LOOKING AHEAD In the years ahead, KFCH will continue to fulfill its
role as a responsible corporate citizen by working
In partnership with its holding company, QSR, KFCH in close cooperation with the communities in which
has set up the Yayasan Amal Bistari (YAB) to form the it operates because, in the final analysis, the most
framework and oversee funding of all CSR initiatives effective way to enhance the lives and environments of
by both QSR and KFCH. Under the YAB umbrella, those communities is through the direct involvement
it has succeeded in boosting the effectiveness and of the Group and its people.
organisation of its CSR endeavours by creating
awareness of the Groups activities.
57
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
we bring
Freshness
and Quality
to your Dining
Experience...
58
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
59
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
...with a dash of
Tender
Loving Care.
60
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Board of Directors
61
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
62
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
63
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
Ahamad bin Mohamad, Malaysian, aged 58, is a He is the Chairman of the Executive Committee
Non Independent Non Executive Director and the of KFCH. He is also the Director of Waqaf An-
Deputy Chairman of KFC Holdings (Malaysia) Bhd Nur Corporation Berhad, an Islamic endowment
(KFCH). He was appointed to the Board on 27 June institution that spearheads JCorp Groups CSR
2006 and as Deputy Chairman on 2 July 2006. programmes, including the unique Corporate Waqaf
Concept initiated by JCorp.
He graduated with a Bachelor of Economics
(Honours) degree in 1976 from the University of He is a member of the Nomination and Remuneration
Malaya. He joined Johor Corporation (JCorp) in Committee of the Company. Other than as disclosed,
June 1979 as a Company Secretary for various he does not have any family relationship with any
companies within the JCorp Group. He was involved director and/or major shareholder of the Company.
in many of JCorps projects; among others are the He has no personal interest in any business
Johor Specialist Hospital, prefabricated housing arrangement involving KFCH. He has not been
project and the Kotaraya Complex in Johor Bahru. He convicted for any offences.
is presently the Managing Director of Kulim (Malaysia)
Berhad, a member of the Board of Directors of KPJ He attended all six (6) Board Meetings of the
Healthcare Berhad and New Britain Palm Oil Limited Company held during the financial year ended
(Papua New Guinea). He was appointed as a Director 31 December 2011.
of QSR Brands Bhd (QSR) on 7 June 2006 and
as the Deputy Chairman of QSR on 8 June 2006.
He is also a Chairman and Director of several other
companies within the JCorp Group.
64
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
Jamaludin bin Md Ali, Malaysian, aged 54, is the He is a member of the Executive Committee of
Managing Director of KFC Holdings (Malaysia) Bhd KFCH. He is also active as the Director of Waqaf
(KFCH). He was appointed to the Board on 27 June An-Nur Corporation Berhad, an Islamic endowment
2006 and as Managing Director on 2 July 2006. institution that spearheads JCorp Groups CSR
programmes, including the unique Corporate Waqaf
He graduated with a Bachelor of Economics Concept initiated by JCorp.
(Honours) degree from University of Malaya in
1982 and Master of Business Administration from He is a member of the Nomination and Remuneration
University of Strathclyde, Glasgow Scotland in Committee of the Company. Other than as disclosed,
1987. He started his career with Malayan Banking he does not have any family relationship with any
Berhad as Trainee Officer in 1982 and later served as director and/or major shareholder of the Company.
International Fund Manager in Permodalan Nasional He has no personal interest in any business
Berhad in 1991. He joined Johor Corporation arrangement involving KFCH. He has not been
(JCorp) in 1992 and was appointed the Managing convicted for any offences.
Director of Johor Capital Holdings Sdn Bhd in
1998. Before his appointment as the Managing He attended all six (6) Board Meetings of the
Director of KFCH, he was the Group Chief Operating Company held during the financial year ended
Officer of JCorp since 2001. He sits on the board of 31 December 2011.
various companies within the JCorp Group. He was
appointed as a Director of QSR Brands Bhd (QSR)
on 7 June 2006 and was appointed the Managing
Director of QSR on 8 June 2006. He is also the Chief
Executive Officer of KFCH.
65
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
Kua Hwee Sim, Malaysian, aged 59, was appointed QSR and a member of Audit Committee of Kulim
to the Board of KFC Holdings (Malaysia) Bhd (KFCH) (Malaysia) Berhad. As a professional Accountant she
on 27 June 2006. She is currently an Independent also provides financial training for companies within
Non Executive Director of KFCH. Malaysia.
She is a Fellow of the Association of Chartered She is also the Chairman of the Audit Committee of
Certified Accountant (UK) and a Registered KFCH. Other than as disclosed, she does not have
Accountant of Malaysia and Singapore. She has any family relationship with any director and/or major
more than thirty five years of corporate and financial shareholder of the Company. She has no personal
experience in several industries within Malaysia interest in any business arrangement involving KFCH.
and overseas. She is currently a Director of Kulim She has not been convicted for any offences.
(Malaysia) Berhad, which is of the Johor Corporations
subsidiaries listed on the Main Board of the Bursa She attended all six (6) Board Meetings of the
Malaysia Securities Berhad. She was appointed as Company held during the financial year ended
a Director of QSR Brands Bhd (QSR) on 7 June 31 December 2011.
2006. She is the Chairman of Audit Committee of
66
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
Datin Paduka Siti Sadiah binti Sheikh Bakir, She is a member of the Malaysia Productivity Council
Malaysian, aged 59 was appointed to the Board of KFC (MPC) Consultative Panel on Healthcare since 2001
Holdings (Malaysia) Bhd (KFCH) on 1 January 2010 and a member of the National Patient Safety Council,
as a Non Independent Non Executive Director. Datin Ministry of Health since 2003. In 2009, she was
Paduka was also appointed as a Non Independent Non appointed as a member of the Malaysian Healthcare
Executive Director of QSR Brands Bhd on 1 January Travel Council, Ministry of Health.
2010.
Datin Paduka was a Board member of MATRADE from
Datin Paduka has served as the Managing Director of 1999 to 2010 and an Independent Non-Executive
KPJ Healthcare Berhad (KPJ) since 1 March 1993. She Director of Bursa Malaysia from 2004 to April 2012.
graduated with a Bachelor of Economics from University
of Malaya in 1974, and holds an MBA from Henley In 2010, Datin Paduka was named the CEO of The
Management College, University Reading, London, Year 2009 by The New Straits Times Press and the
United Kingdom. American Express. In 2011, Datin Paduka achieved
three more awards, namely the Asia Leading Woman
Her career with Johor Corporation (JCorp) commenced CEO of The Year at the Women in Leadership (WIL)
in 1974 and she is directly involved with JCorps Forum Asia, the Masterclass Woman CEO of The
Healthcare Division since 1978. Datin Paduka was Year by the Global Leadership Awards and the
appointed as the Chief Executive of Kumpulan BrandLaureate Transformational Corporate Leader
Perubatan (Johor) Sdn Bhd (KPJSB) from 1989 until the Brand iCon Leadership Awards 2011 from The Asia
listing of KPJ in November 1994. Pacific Brands Foundation.
Datin Paduka is the Chairman of various hospitals Other than as disclosed, she does not have any family
and companies in the KPJ Group, as well as MIT relationship with any director and/or major shareholder
Insurance Brokers Sdn Bhd. She is a Non Independent, of the Company. She has no personal interest in any
Non Executive Director of Kulim (Malaysia) Bhd, QSR business arrangement involving KFCH. She has not
Brands Bhd (QSR), and Damansara REIT Managers been convicted of any offences.
Sdn Bhd. Datin Paduka is also a Director of Waqaf An-
Nur Corporation Bhd, a non-governmental organisation She attended four (4) out of six (6) Board Meetings
dedicated to the provision of healthcare services to the of the Company held during the financial year ended
less fortunate. 31 December 2011.
Datuk Ismee bin Ismail, Malaysian, aged 47, was Datuk Ismee is a director of BIMB Holdings Berhad,
appointed to the Board of KFC Holdings (Malaysia) Syarikat Takaful Malaysia Berhad and TH Plantations
Bhd (KFCH) on 1 March 2009 as a Non Independent Berhad. He is a member of the Nomination and
Non Executive Director. He is a Fellow member of the Assessment Committee and Remuneration
Chartered Institute of Management Accountants and Committee of BIMB Holdings Berhad. He was
a member of the Malaysian Institute of Accountants. appointed as a Director of Johor Corporation on 1
November 2010.
Datuk Ismee is presently the Group Managing
Director and Chief Executive Officer of Lembaga Other than as disclosed, he does not have any
Tabung Haji. Prior to that, he was the Chief Executive family relationship with any director and/or major
Officer of ECM Libra Securities and a Director of ECM shareholder of the Company. He has no personal
Libra Capital Sdn Bhd. He has also served several interest in any business arrangement involving KFCH.
organisations namely as Senior General Manager of He has not been convicted for any offences.
Finance, Lembaga Tabung Haji; Chief Accountant at
Pengurusan Danaharta Nasional Berhad; General He attended three (3) out of six (6) Board Meetings
Manager of Business Development at Arab Malaysian of the Company held during the financial year ended
Development Berhad and has held several finance- 31 December 2011.
related positions at Shell Malaysia.
68
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
YAM Tengku Sulaiman Shah Alhaj Ibni Almarhum Securities Berhad. In 1997, he relinquished his
Sultan Salahuddin Abdul Aziz Shah Alhaj, position in SP Setia Berhad. YAM Tengku Sulaiman
Malaysian, aged 62 was appointed to the Board of Shah was also appointed as the Chief of Ceremony
KFC Holdings (Malaysia) Bhd (KFCH) on 1 June for the State of Selangor by his late father H.R.H.
2011 as an Independent Non Executive Director. The Sultan of Selangor in 1978 which carries the
YAM Tengku Sulaiman Shah was also appointed title Y.A.M. Tengku Panglima DiRaja Selangor, he is
as an Independent Non Executive Director of QSR also a member of The Council of the Royal Court of
Brands Bhd on 1 June 2011. Selangor (Dewan DiRaja).
YAM Tengku Sulaiman Shah has completed YAM Tengku Sulaiman Shah was formerly a Director
Wellingborough Primary & Secondary School at of Malaysian Resources Corporation Berhad,
Northamptonshire, United Kingdom and at Greylands Samanda Holdings Berhad, MCB Holdings Berhad,
College Bembridge, Isle of Wright. SIME UEP Properties Berhad and Bina Goodyear
Berhad.
Since 1970, YAM Tengku Sulaiman Shah became
actively involved in business particularly in the YAM Tengku Sulaiman Shah is currently a Director
building construction and housing development. He of Cosway Corporation Bhd and Baneng Holdings
started his career with a world known advertising Berhad.
company called Ogilvy & Mather. Throughout his
stint from 1971-1975, he gained wide knowledge in Other than as disclosed, he does not have any
the advertising and branding industry. His motivation family relationship with any director and/or major
drives him to be more enterprising and the ultimate shareholder of the Company. He has no personal
goal is to be a major player in the construction interest in any business arrangement involving KFCH.
industry. He has not been convicted for any offences.
YAM Tengku Sulaiman Shah with his other partners He attended three (3) out of four (4) Board Meetings
formed Syarikat Pembinaan Setia Sdn Bhd which convened subsequent to his appointment as a
is now known as SP Setia Berhad a public listed Director of the Company on 1 June 2011, out of a
company in the Main Board of Bursa Malaysia total of six (6) Board Meetings of the Company held
during the financial year ended 31 December 2011.
69
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
Tan Sri Dato Dr Yahya bin Awang, Malaysia, aged Tan Sris many professional achievements include
62 was appointed to the Board of KFC Holdings performing open-heart surgery on Tun Dr Mahathir
(Malaysia) Bhd (KFCH) on 2 May 2008 as an Mohamad in 1989; pioneering the establishment
Independent Non Executive Director. of The National Heart Institute of Malaysia in 1992;
and performing the first heart transplant in Malaysia
One of the Colombo Plan Scholars, Tan Sri graduated in 1998. Tan Sri is author of many scholarly and
from Monash University in Australia with a Bachelor of professional articles and has made numerous
Medicine and Bachelor of Surgery (MBBS) degree presentations to professional audiences.
in 1974. In 1980, Tan Sri was appointed as a Fellow
of the Royal College of Surgeons and Physicians of Tan Sri is currently the Consultant Cardiothoracic
Glasgow (FRCS). Surgeon at Damansara Heart Centre, Damansara
Specialist Hospital. He is also Chairman of the
Moving to London in 1981, Tan Sri worked as Surgical National Transplant Registry and a council member
Registrar in the Department of Cardiothoracic Surgery of the Association of Thoracic and Cardiovascular
at Brampton Hospital before returning to Malaysia Surgeons of Asia.
to take up the role of Cardiothoracic Surgeon at
General Hospital. In 1985, he was appointed Head He is a member of the Audit Committee and a member
and Senior Consultant Cardiothoracic Surgeon at of the Nomination and Remuneration Committee of
General Hospital. KFCH. Other than as disclosed, he does not have
any family relationship with any director and/or major
From 1992 until 2002, Tan Sri held the position shareholder of the Company. He has no personal
of Head and Senior Consultant Cardiothoracic interest in any business arrangement involving KFCH.
Surgeon at Malaysias National Heart Institute, and He has not been convicted for any offences.
from 1998 to 2002, he was also Medical Director of
the Institute. He attended all six (6) Board Meetings of the
Company held during the financial year ended
31 December 2011.
70
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Profile of Directors
Hassim bin Baba, Malaysian, aged 66, was shareholder of the Company. Save as disclosed, he
appointed as an Independent Non Executive has no personal interest in any business arrangement
Director of KFC Holdings (Malaysia) Bhd (KFCH) involving KFCH. He has not been convicted for any
on 29 April 2005. He graduated with a Diploma offences.
in Business Administration from the then MARA
Institute of Technology (MIT), Malaysia and He attended all six (6) Board Meetings of the
passed the Securities Institute of Australia and Company held during the financial year ended
London Chartered Institute of Company Secretaries 31 December 2011.
examinations and qualified as an Australia Securities
Analyst and Chartered Company Secretary.
71
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Board of Directors Kentucky Fried Chicken
Management Pvt Ltd (Kfc Singapore)
72
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Board of Directors Mumbai Chicken Pvt Ltd
Pune Chicken Restaurants Pvt Ltd (Kfc India)
73
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Board of Directors KFC (B) Sdn Bhd
(Kfc Brunei Darussalam)
74
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Board of Directors KFC (B) Sdn Bhd (KFC Brunei Darussalam)
JAMALUDIN BIN MD ALI DATUK TAN CHENG KIAT GOH THIAM FATT
Director Director Director
75
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Top Management Committee
1 2 3
4 5 6
5. ALAN AU 6. MJ LING
Deputy President, Senior Vice President
KFC Peninsular Malaysia Pizza Hut Malaysia & KFC
East Malaysia
7. EDMUND LOONG
Senior General Manager,
Group Finance
76
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Head of Division
1 2 3
4 5
77
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Head of Division
6 7 8
9. HISHAMUDDIN BIN
HAMIDON
General Manager
Kedai Ayamas & RasaMas
78
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Head of Division
10 11 12
10. MICHEAL GIAN 11. MOHAMMAD BIN ALWI 12. NELKY GOH
Chief Executive Officer Chief Executive Officer Managing Director
KFC & Pizza Hut Singapore KFC India KFC Brunei
79
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Shariah Advisory Council
1 2 3
4 5 6
80
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Information
2. Jamaludin bin Md Ali Level 11, Menara JCorp, No 249 Jalan Tun Razak
Member 50400 Kuala Lumpur
3. Sheik Sharufuddin bin Sheik Mohd Tel No: 03-2787 2787
Member Fax No: 03-2787 2777
Kamaruzzaman bin Abu Kassim Pro Corporate Management Services Sdn Bhd
Ahamad bin Mohamad Suite 12B, Tingkat 12
Tan Sri Dato Abdul Kader bin Talip Menara Ansar
Dato Haji Nooh bin Gadot No 65 Jalan Trus
Prof. Datuk Dr. Sidek bin Baba 80000 Johor Bahru, Johor
Jamaludin bin Md Ali Tel No: 07-226 7476
Mohd Roslan bin Mohd Saludin (Secretary) Fax No: 07-222 3044
81
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Group Structure
100%
Kentucky Fried
Chicken (Malaysia)
Sdn Bhd
- KFC restaurants
100% 100%
KFC (Peninsular SPM Restaurants
Malaysia) Sdn Bhd Sdn Bhd
- KFC restaurants - Meals on wheels
- Commissary - Property holding
100%
KFC (Sarawak) Sdn Bhd
- KFC restaurants
90% 51%
KFC (Sabah) Sdn Bhd KFC (B) Sdn Bhd
- KFC restaurants - KFC restaurants
100%
Cilik Bistari Sdn Bhd
- Sale of board games
70%
Yayasan Amal Bistari
- Corporate foundation
100%
KFCH Education (M)
Sdn Bhd
- College/Learning institute
100%
KFCIC Assets Sdn Bhd
- Property holding
100% 89.2%
Roasters Chicken Rasamas Tebrau
Sdn Bhd Sdn Bhd
- Investment holding - Restaurant (Intrapreneur)
55% 89.1%
Tepak Marketing Rasamas Taman
Sdn Bhd Universiti Sdn Bhd
- Contract packing - Restaurant (Intrapreneur)
100%
Region Food
Industries Sdn Bhd
- Sauce manufacturing
82
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Group Structure
100% 100%
WQSR Holdings (S) Kentucky Fried
Pte Ltd Chicken Management
- Investment holding Pte Ltd
- KFC restaurants
100% 100% 100%
KFC India Holdings Mauritius Food KFCH Restaurants
Sdn Bhd Corporation Pvt Ltd Private Limited
- Investment holding - Investment holding - KFC restaurants
100% 65%
Ayamas Shoppe Ayamas Shoppe
Sdn Bhd (Sabah) Sdn Bhd
- Convenience food store - Convenience food store
100%
KFC Manufacturing
Sdn Bhd
- Trading
- Bakery
100% 100%
Ayamas Food Pintas Tiara Sdn Bhd
Corporation Sdn Bhd - Property holding
- Poultry processing &
further processing plants 100% 90%
KFC Marketing Sdn Bhd Ayamazz Sdn Bhd
- Sales & marketing of - Push Cart
food products
100%
Usahawan Bistari
Ayamas Sdn Bhd
- Sudut Ayamas
83
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
1. INTRODUCTION
The Board of Directors (the Board) of KFC Holdings (Malaysia) Bhd (KFCH or the Company)
subscribes to and supports the Malaysian Code on Corporate Governance (Revised 2007) (the Code) as
a minimum basis for practices on corporate governance. The Board further recognizes that the principles
of integrity, transparency and professionalism are key components for the Groups continued growth and
success. These will not only safeguard and enhance shareholders value but will at the same time ensure
that the interests of other stakeholders are protected.
The Board is pleased to report to the shareholders in particular and other stakeholders in general on the
manner the Company has applied the principles of corporate governance as set out in Part 1 of the Code
as well as the extent of its compliance with the Best Practices as set out in Part 2 of the Code.
The Board is led and managed by an experienced and effective Board with a wide range of knowledge
and expertise. The Board is primarily assigned for charting the strategic direction of the Group.
On 1 June 2011, the Company welcomed the appointment of YAM Tengku Sulaiman Shah Alhaj Ibni
Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj as our new Independent Non Executive Director.
With the changes, the Board currently has 9 members comprising the following:-
The Company is in compliance with the Bursa Malaysia Securities Berhads Listing Requirements
which require at least two directors or one-third of the total number of Directors, whichever is higher, to
be Independent Directors. The Board retains full and effective control of the Company. The Managing
Director has direct responsibilities for business operations whilst non-executive directors have the
necessary skill and experience to bring independent judgments to bear on the issues relating to
strategy, performance and resources. Key matters, such as approval of annual and interim results,
acquisitions and disposals, material agreements, major capital expenditures, budgets and long term
plans would require Boards approval.
The Board views that the number and composition of the current Board members are sufficient and
well-balanced for the Company to carry out its duties effectively, whilst providing assurance that no
individual or small group of individuals can dominate Boards decision making.
To ensure that there is balance of power and authority, the roles of the Chairman/Deputy Chairman
and Managing Director are separated and clearly defined. The Chairman/Deputy Chairman is
primarily responsible for the orderly conduct and effectiveness of the Board, including but not
limited to organizing information necessary for the Board to deal with the agenda of meetings,
whilst the Managing Directors primary task is to report, communicate and recommend key strategic
and operational matters and proposals to the Board for decision making purposes as well as to
implement policies and decisions approved by the Board. The Independent Directors and Non-
Independent Non Executive Directors are from varied business and professional backgrounds and
bring with them a wealth of experience that is brought to bear favourably in board decisions and
policy formations. Together, the Directors bring a wide range of business and financial experience
relevant to the direction of the expanding Group.
Other than the Chairman and the Managing Director, the shareholders or stakeholders may convey any
concerns that they may have to the Chairperson of the Audit Committee who is also an Independent
Non Executive Director.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
The Board will review and approve the 5-year strategic plan for the Group.
The strategic and business plan for the period 2012 2016 was tabled, discussed and approved
by the Board at its meeting held on 14 December 2011.
Additionally, on an ongoing basis as the need arises, the Board will assess whether projects,
purchases and sale of equity as well as other strategic consideration being proposed at Board
meetings during the year are in line with the objectives and broad outline of the adopted strategic
plans.
b. Overseeing the conduct of the Companys business to evaluate whether the business is being
properly managed.
At Board meetings, all key operations matters will be discussed and expert advice will be sought
if necessary.
The performances of the various companies and operating units within the Group represent
the major element of the Board agenda. Where and when available, data are compared against
national trends and performance of similar companies.
The Group uses Key Performance Indicator (KPI) system as the primary driver and anchor to
its performance management system, of which is continually refined and enhanced to reflect the
changing business circumstances.
The Organisational Chart and the Group Authority Limits and Guidelines define, amongst others,
the limits to management responsibilities. At the end of each financial year the Board will set KPI
that should be achieved by the management for the next financial year.
c. Identifying principal risks and ensure the implementation of appropriate systems to manage
these risks.
The Group has set up a Risk Management Committee for this purpose to assist the Board.
The principal objectives of the Enterprise Risk Management are, amongst others, to meet the
strategies, goal and objectives of the Group; to safeguard financial and non-financial assets of
the Group; to allocate and optimize the use of resources and to comply with policies, procedures,
guidelines, laws and regulations. For further information of the Risk Management Committee,
please refer to page 90 of the Annual Report.
d. Succession planning, including appointing, training, fixing the compensation of and where
appropriate, replacing senior management.
The Boards responsibility in this aspect is being closely supported by the Group Human
Resource division. More importantly, after several years of continuous efforts in emphasizing
and communicating the importance of succession planning, the subject has now become an
ongoing agenda being reviewed at various high-level management and operational meetings of
the Group.
85
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
Various strategies and approaches are employed by the Group so as to ensure that investors
and shareholders are well-informed about the Group affairs and developments.
f. Reviewing the adequacy and the integrity of the Companys internal controls and management
information systems, including compliance with applicable laws, regulations, rules, directives
and guidelines.
The Boards function as regard to fulfilling the above responsibility is supported and reinforced
through the various Committees established at both the Board and Managements level. Aided
by an independent function of the Group Internal Audit Division, the active functioning of these
Committees through their regular meetings and discussions would provide a strong check and
balance and reasonable assurance on the adequacy of the Groups internal controls. Details on
the Group Internal Audit functions are further discussed in the Internal Control Statement and
Audit Committee Report in this Annual Report.
At the same time, the Board also ensures the sustenance of a dynamic and robust corporate
climate focused on strong ethical values. This emphasizes active participation and dialogues on a
structured basis involving key people at all levels, as well as ensuring accessibility to information and
transparency on all executive action. The Group has established a formal avenue for all employees
to report directly to the Managing Director of any misconduct or unethical behaviour conducted by
any employees of the Group. The corporate climate is also continuously nourished by value-centred
programmes for team-building and active subscription to core values.
Operations Meetings are held once a month during which the Managing Director and Divisional
Directors will be briefed by management on all operational aspects of the Group. During the
meetings, they will be furnished with information on the progress of the operating units i.e. activities,
performance, planned projects and problems arising so as to enable the former to participate in
problem solving and decision-making process. The Group has also established a Top Management
Committee wherein Divisional Directors and Top Senior Executives will meet weekly to, amongst
others, set the management direction of the Group and provide the general management and
corporate leadership. The Top Management Committee is also to facilitate collective decision-
making at the top management level of the Companys stratum. The terms of reference of the Top
Management Committee is set out on page 76.
All Board meetings for the ensuing year are scheduled by December in the year before so as to
allow Directors to plan ahead. Board Meetings are held at least 4 times a year. Apart from the regular
scheduled meetings, additional meetings are convened as and when necessary to deliberate and
approve ad-hoc, urgent and important issues.
The specific agendas tabled for the Boards deliberation are the key financial and operational results
and performances of the Group, Company and its subsidiaries, strategic and corporate initiatives
such as approval of corporate plans and budgets, acquisitions and disposals of material assets,
major investments and changes to management and control structure of the Group, including key
policies, procedures and authority limits. The total number of Board Meetings held during the financial
year was six (6) and all Directors have complied with the minimum 50% attendance as required
by Paragraph 15.05 of the Listing Requirements. The Directors are provided with adequate Board
Papers together with the agenda and minutes of the previous meeting on a timely manner prior to the
Board Meeting so as to give the Directors time to deliberate on the issues to be raised at the meeting.
All deliberations and conclusions of the Board meetings are duly recorded and minutes kept by the
Company Secretary.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
The Board recognizes the importance of providing timely, relevant and up-to-date information in
ensuring an effective decision making process by the Board. In this regard, the Board is provided
with not just quantitative information but also those of qualitative nature that is pertinent and of a
quality necessary to allow the Board to effectively deal with matters that are tabled in the meeting.
All Directors have access to information within the Company and to the advice and services of the
Company Secretaries. The Directors may also obtain independent professional advice, in furtherance
of their duties.
In between meetings, the Managing Director meets regularly with the Chairman and other Board
members (where necessary) to keep them abreast of current development. Circular Resolutions are
used for determination of matters arising in between meetings.
The number and composition of Board membership are reviewed on a regular basis appropriate to
the prevailing size, nature and complexity of the Groups business operations so as to ensure the
relevance and effectiveness of the Board.
The Board is responsible to the shareholders. All Directors appointed during the financial year retire
at the Annual General Meeting (AGM) of the Company in the period of appointment and are eligible
for re-election. In compliance with Paragraph 7.26(2) of the Listing Requirements, all directors shall
retire once at least in every 3 years.
In accordance with Article 89 of the Articles of Association of the Company, the following directors
retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for
re-election:-
In accordance with Article 96 of the Articles of Association of the Company, YAM Tengku
Sulaiman Shah Alhaj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Alhaj retires at the
forthcoming Annual General Meeting and being eligible, offers himself for re-election.
The Board believes that the levels of remuneration offered by the Group are sufficient to attract
Directors of calibre and with sufficient experience and talents to contribute to the performance of the
Group. The remuneration framework for Executive Director has an underlying objective of attracting
and retaining director needed to run the Company successfully. Remuneration packages of Executive
Director are structured to commensurate with corporate and individuals performance. The Non-
Executive Directors are remunerated based on fixed annual fees approved by the shareholders of the
Company.
87
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
Fees/
Allowances/
Basic Other Benefits
Salary Emoluments Bonus -in-kind Total
RM RM RM RM RM
Executive Director
Jamaludin bin Md Ali 621,156 178,348 298,080 131,141 1,228,725
Non-Executive
Directors
Kamaruzzaman bin Abu
Kassim - 115,000 - - 115,000
Ahamad bin Mohamad - 84,000 - 26,867 110,867
YAM Tengku Sulaiman Shah
Alhaj Ibni Almarhum Sultan
Salahuddin Abdul Aziz
Shah Alhaj - 33,667 - - 33,667
Kua Hwee Sim - 69,000 - - 69,000
Datin Paduka Siti Sadiah
binti Sheikh Bakir - 56,000 - - 56,000
Tan Sri Dato Dr Yahya bin
Awang - 65,000 - - 65,000
Datuk Ismee bin Ismail - 54,500 - - 54,500
Hassim bin Baba - 65,000 - - 65,000
*Tan Sri Dato Muhammad Ali
bin Hashim - 4,167 - - 4,167
Total 621,156 724,682 298,080 158,008 1,801,926
* Resigned with effect from 12 January 2011
The Company complies with the requirements set out in the amendments to the Listing Requirements
in that it regularly assess the training needs of its directors to ensure that they are equipped with the
requisite knowledge and competencies to make effective contribution to the boards functioning. All
Directors have successfully completed the Mandatory Accreditation Programme (MAP) prescribed
by Bursa Malaysia. The Continuous Education Programme (CEP) was repealed by Bursa Malaysia
with effect from 1 January 2005 and Directors who are required to fulfill this programme complied
with the deadline before due date. Nevertheless the Directors are encouraged to continue attending
various training programmes that are relevant to the discharge of their responsibilities.
Among the training programmes, seminars and briefings attended during the year are as follows:-
1. Updates of FRS 2010/2011 New & Revised FRSs, Amendments, Interpretations and the New
Bursa Listing Requirements
88
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
Apart from this requirement, all new directors who are appointed from among the Groups Senior
Executives must attend an internally-administered directors course and pass the examination set
prior to being eligible for appointment to the Board. All new directors will be given comprehensive
briefing of the Groups history, operations and financial control systems in order to provide them
with first-hand knowledge of the Groups operations. In the light of increasing complexities in global
markets as well as within the industry, in financial reporting and in shareholders expectations, training
is an ongoing process in an effort to help Directors stay abreast of relevant new developments.
Board Committees:
i. Audit Committee
Pursuant to paragraph 15.15 of the Listing Requirements of Bursa Securities, the Audit Committee
Report for the financial year, which sets out the composition, terms of reference and a summary of
activities of the Audit Committee, is contained on pages 93 to 96 of this Annual Report.
The Board has on 21 February 2011 resolved to establish its own NRC. With the establishment of the
Companys NRC, the functions and responsibilities previously vested with JCorp Group NRC are now
assumed by the Companys NRC. The Board is of the view that the composition of the NRC meets
the objectives and principles of the corporate governance.
A. Nomination
B. Remuneration
2. Establish the Managing Director/Chief Executive Officers goals and objectives; and
3. Review the Managing Director/Chief Executive Officers performance against the goals and
objectives set.
89
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
Membership
The Board has established the Risk Management Committee (RMC) and the Enterprise Risk
Management (ERM) framework. The RMC is chaired by the Chief Risk Officer who is also the
Executive Director Group Finance. The principal objectives of the ERM are, amongst others, to
meet the strategies, goal and objectives of the Group; to allocate and optimize the use of resources
and to comply with policies, procedures, guidelines, laws and regulations.
The Audit Committee will oversee the effectiveness of ERM process across the Group whereby the
Board retains the overall risk management responsibility.
Create a high-level risk strategy (policy) aligned with Groups strategic business objectives;
Communicate board vision, strategy, policy, responsibilities, and reporting lines to all employees
across the Group;
Identify and communicate to the Board the critical risks (present or potential) the Group faces,
their changes, and the management action plans to manage the risks;
Perform risk oversight and review risk profiles and organisational performance;
Aggregating the Groups risk position and yearly reporting to the Board on the risk situation/
status;
Set performance measures for the Group; and
Provide guidance to the business units on the Groups and business units risk appetite and
capacity, and other criteria which, when exceeded, trigger an obligation to report upward to the
Board.
Management Committees:
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
1. Managing Director
2. Executive Director Group Finance
3. Director Integrated Poultry & Food Manufacturing
4. Director Legal Advisory, Corporate Services & Property
5. Deputy President KFC Peninsular Malaysia
6. Senior General Manager Group Finance
7. Senior Vice President Pizza Hut Malaysia & KFC East Malaysia
3. Meetings are to be held on every Thursday or as and when it deems necessary basis.
The principal term of reference of the Agreement Committee is to assist the Group in preparing and
reviewing the terms and conditions of legal documents for corporate and/or commercial transactions
to be entered into by the Group.
The principal term of reference of the Asset Committee is to acquire properties of existing rented
premises as well as procuring/disposing of suitable sites for outlets expansion and other operations
of the Group.
The principal term of reference of the Tender Committee is to review and evaluate tenders of purchases
and expenditures and to make such appropriate recommendations to the relevant Committees for
approval.
4. SHAREHOLDER RELATIONSHIP
In line with the Groups commitment to observe the highest level of accountability and transparency to its
stakeholders, the Group continually ensures that it maintains a high level of disclosure and communication
with its shareholders and stakeholders through various practicable and legitimate channels. The Group
is duty-bound to keep the shareholders and investors informed of any major developments and changes
affecting the Group.
The management holds discussions and dialogues with analysts and investors on a regular basis. During
the discussions and dialogues, presentations based on permissible disclosures are made to the analysts
and investors to provide details on the Group i.e. financial performance, any major developments and
future plans. Apart from the mandatory requirement to make public announcements via the Bursa
Securities, the Group also disseminates information through press releases on corporate events, product
launches and any significant developments of the Group.
In addition to the above, the Group has an interactive web-site available at http:www.kfcholdings.com.my
to communicate with investors and the investing public. The web-site is being used as a forum to answer
inquiries and provide information on the activities of the Group.
The Annual General Meeting is the principal forum for dialogue and interaction with the shareholders of
the Company. Besides the usual agenda of the Annual General Meeting, the Board presents the progress
and performance of the business. Thereafter, the shareholders are presented with the opportunity to
participate in question and answer sessions with the Directors.
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KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Corporate Governance Statement
In presenting the annual financial statement and quarterly announcements to the shareholders, the
Board aims to present a balanced and understandable assessment of the Groups position and
prospects. This also applies to other price-sensitive public reports and reports to regulators. Timely
release of announcements reflects the Boards commitment to provide up-to-date and transparent
information on the Groups performance.
In the preparation of the financial statement, the Directors have taken the necessary steps to
ensure that the Group had used all the applicable Financial Reporting Standards, provisions of the
Companies Act, 1965 and relevant provisions of laws and regulations in Malaysia and the respective
countries in which the subsidiaries operate, consistently, and that the policies are supported by
reasonable and prudent judgment and estimates. The Audit Committee assists the Board in ensuring
the accuracy, adequacy and completeness of the information to be disclosed. The Statement by
Directors pursuant to Section 169 of the Companies Act 1965 is set out on page 204 of the Annual
Report.
The quarterly reports, prior to tabling to the Board for approval will be reviewed and approved by the
Audit Committee.
The Groups Statement on Internal Control is set out on page 97 of this Annual Report.
The Board through the Audit Committee has maintained a formal procedure of carrying out an
independent review of all quarterly reports, annual audited financial statements, External Auditors
audit plan, report, internal control issues and procedures. The Audit Committee meets with the
External Auditors without the presence of the Executive Board and Senior Management at least twice
a year. During the year, two meetings have been conducted without the presence of the management.
Representatives from the External Auditors are also invited to attend every Annual General Meeting.
The Groups internal audit department, reporting to the Audit Committee performs regular reviews
of business processes to assess the effectiveness of internal controls and highlight significant risks
impacting the Group. The Audit Committee conducts annual reviews on the adequacy of the internal
audit departments scope of work and resources.
The Report of the Audit Committee is set out on pages 93 to 96 of the Annual Report.
The provisions of the Companies Act, 1965 require the directors to be responsible in preparing the
financial statements for each financial year which gives a true and fair view of the state of affairs of
the Group and the Company at the end of the financial year and of the results and cash flows for
the financial year then ended. In complying with these requirements, the directors are responsible
for ensuring that proper accounting records are maintained and suitable accounting policies are
adopted and applied consistently. In cases whereby judgment and estimates were required, the
directors have ensured that these were made prudently and reasonably.
The Directors also ensured that all applicable accounting standards have been followed and confirmed
that the financial statements have been prepared on a going concern basis.
In addition, the Directors are also responsible for safeguarding the assets of the Company by taking
reasonable steps to prevent and detect fraud and other irregularities.
92
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Audit Committee Report
The Audit Committee presently comprises three members who are all independent non-executive directors
as follows:
Attendance of Meetings
The Committee convened four meetings during the financial year ended 31 December 2011 and details of
attendance of each member are as follows:
Date of Meetings
The Managing Director, Divisional Directors, Head of Finance and Head of Internal Audit attended the audit
committee meetings at the invitation of the Committee. The external auditors also attended two of the meetings
where they held private discussion with the Committee without the presence of Management.
SUMMARY OF ACTIVITIES
The Committee carried out the following activities during the financial year in accordance to its terms of
reference:
a. Reviewed the quarterly result announcements prior to the approval of the Board.
b. Reviewed the audited financial statements prior to the approval of the Board.
c. Reviewed the external auditors fees, scope of work and audit plan prior to the commencement of audit.
d. Discussed with the external auditors on significant matters arising from their examination of the financial
statements, including compliance with applicable accounting standards.
e. Reviewed the external auditors Management Letter and evaluated Managements response.
f. Reviewed and approved the internal audit plan and the key performance indicators (KPIs) of the internal
audit function for the year.
g. Reviewed and monitor the adequacy of scope, function, competency and resources of the internal audit
function towards the achievement of the internal audit plan and its KPIs.
93
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Audit Committee Report
h. Deliberated on the key internal audit findings and appraised Managements response to the observations
and recommendations including following-up on Managements implementation of the recommendations.
j. Reviewed the key risks identified in the Enterprise Risk Management report.
k. Reviewed the operations report prepared by Management including pertinent matters on taxation, legal
and regulatory compliance.
TERMS OF REFERENCE
Composition
i. The members shall be appointed by the Board from among its numbers and their appointment shall be
concurrent with their tenure on the Board.
ii. The Committee shall comprise not less than three members and all the members must be non-executive
directors with a majority of them being independent directors.
iii. In the event a member retires or ceases to be a member resulting in the number reducing to below three,
the Board shall within three months appoint new members to make up the minimum number of three
members.
iv. At least one member of the Committee must be a member of the Malaysian Institute of Accountants or must
have the necessary experience and recognised qualifications or such other requirements as prescribed or
approved by Bursa Malaysia Securities Berhad.
Chairperson
Secretary
Review of performance
The term of office and performance of the Committee and each of its members shall be reviewed by the Board
at least once every three years.
Meetings
The Committee shall meet not less than four times a year. Additional meetings may be called at any time at
the discretion of the Chairperson.
94
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Audit Committee Report
Quorum
The quorum for Audit Committee meetings shall be two members and the majority of the members present
shall be independent non-executive directors.
Attendance
The Head of Finance and Head of Internal Audit would normally attend meetings. Other board members,
senior management and external auditors may attend meetings upon the invitation of the Committee.
Authority
i. To have explicit authority to investigate any matter within its terms of reference.
ii. To have full and unrestricted access to all records, information, properties and personnel.
iii. To have direct communication channels with the external and internal auditors.
iv. To be able to obtain independent professional advice and to secure the attendance of outsiders with the
relevant experience and expertise if the Committee considers this necessary.
v. To be able to convene meetings with the external auditors, the internal auditors, or both, excluding the
attendance of other directors and employees, whenever deemed necessary.
i. To consider the appointment of the external auditors, their audit fee and any questions of resignation or
dismissal.
ii. To discuss with the external auditors prior to the commencement of audit, the nature and scope of the audit
and ensure co-ordination where more than one audit firm is involved.
iii. To review the quarterly, half-yearly and year-end financial statements prior to the approval of the Board,
focusing on:
iv. To discuss problems and reservations arising from the interim and final audits, and any significant matters
the external auditor may wish to discuss (in the absence of Management where necessary).
95
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Audit Committee Report
Review the adequacy of scope, function, competency and resources of the internal audit function and
that it has the necessary authority to carry out its work.
Review the internal audit programme and the results of audit work and where necessary ensure that
appropriate action is taken on the recommendations of the internal auditors.
Approve the appointment of senior staff members of internal audit function, review performance
appraisals and be informed of resignations and providing the resigning staff an opportunity to submit
his/her reason for resigning.
vii. To review any related party transaction and conflict of interest situation that may arise within the Company
or Group including any transaction, procedure or course of conduct that raises questions of Managements
integrity.
viii. Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily
resolved resulting in a breach of the Listing Requirements, the Committee shall promptly report such matter
to Bursa Malaysia.
ix. To undertake any other responsibilities as may be agreed by the Committee and the Board.
The internal audit function is undertaken by the Group Internal Audit Department (GIAD). It reports directly to
the Committee and assists the Committee in discharging its duties and responsibilities.
GIAD is adequately staffed by experienced and qualified auditors and it incurred an estimated cost of RM1.8
million during the financial year. GIADs scope of work is spelt out in the annual audit plan that is approved
by the Committee. The plan covers all the operating divisions and support functions of the Group including
the foreign operations in Singapore, Brunei and India. GIADs performance is measured against the approved
KPIs.
In every audit assignment, GIAD conducted risk assessments, reviewed the adequacy and effectiveness of the
system of internal controls and reviewed the extent of compliance with the Groups policies and procedures
and regulatory requirements. GIAD also reviewed the key business processes with the objective of improving
the efficiency and effectiveness of the Groups operations.
During the financial year, GIAD tabled 47 audit reports to the Committee for deliberation and followed-up to
ensure pertinent audit recommendations are implemented by Management.
96
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statement on Internal Control
This Statement on Internal Control has been prepared in compliance with the Listing Requirements of Bursa
Malaysia Securities Berhad (Bursa Malaysia) and in accordance with the Guidance for Directors of Public
Listed Companies.
BOARD RESPONSIBILITY
The Board recognises the importance of maintaining a sound system of internal controls and risk management
practices within the Group and affirms its responsibility to review the adequacy and effectiveness of these
systems and processes on a regular basis. The system of internal controls is designed to provide reasonable
assurance on the effectiveness and efficiency of operations, reliability of financial reporting and compliance
with applicable laws and regulations. It is also meant to effectively manage business risks towards the
achievement of objectives so as to enhance the value of shareholders investments and to safeguard the
Groups assets.
However, as in any system of internal control, it is designed to manage rather than eliminate the risk of failure
to achieve business objectives and therefore, it can only provide reasonable and not absolute assurance
against material misstatement or loss.
The key components of the Groups internal control framework are as follows:
The Group has established several committees to assist the Board and Management in discharging their
responsibilities and the objectives of these committees are clearly spelt out in their terms of reference.
The Executive Committee (Exco) is established to formulate strategic business plans, directions and
policies for the Group and makes appropriate recommendations for the approval of the Board. The Top
Management Committee (TMC) is established to manage all aspects of the Groups business and to
oversee the implementation of the approved business plans and policies.
Other committees such as Tender Committee, Agreement Committee and Risk Management Committee
are established to ensure that Management abides by approved policies and procedures and best practices
in the evaluation and award of tendered purchases, drafting of legal documentation and implementation of
risk management practices to safeguard the Groups interests.
Organisation Structure
The Board has established a formal organisation structure for the Group with delineated lines of authority,
responsibility and accountability. It has put in place suitably qualified and experienced management
personnel to head the Groups diverse operating units into delivering results and their performance are
measured against the Key Performance Indicators that are approved by the Board.
Authority Limits
The Board has established authority limits for approving revenue and capital expenditures for each level of
management and also established cheque signatories for approving payments. Major capital investments,
acquisitions and disposals exceeding a certain threshold must be referred to the Board or relevant committee
for approval.
97
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statement on Internal Control
The Enterprise Risk Management (ERM) framework adopted by the Group is a structured and disciplined
approach to align its strategy, processes, people, technology and knowledge in evaluating and managing
business risks. This involves updating of principal risks across all the operating divisions periodically and
timely reporting of these risks to the attention of the Audit Committee and the Board.
At the Group level, Risk Management Committee (RMC) is entrusted to deliberate the ERM agendas. It
comprises senior management and is chaired by the Chief Risk Officer (CRO) who is also the Executive
Director. RMC functions within the authority of its charter and the risk policy and guidelines approved by
the Board.
RMC is supported by the Risk Management Department. It is responsible for the ongoing development
of the ERM process which includes coordination with the respective risk management units in monitoring
risks, formulating risk treatment plans and conducting risk management trainings and awareness for risk
owners.
During the year, the Group continuously carried out a series of risk assessment exercises via interviews and/
or workshops with senior/line management across the Group to identify priorities, evaluate and rate all key
risks and controls affecting the Group in achieving its business objectives. These risk assessment exercises
also cover foreign operations in Singapore, Brunei and India. The result from these exercises was presented
to the Audit Committee and the Board.
Audit Committee
The Board recognises that the Audit Committee forms an integral part of the Groups internal control and
risk management framework and in promoting good corporate governance. The Committee performs
an important oversight role in maintaining the integrity of the Groups system of internal control and risk
management practices. The Committee is assisted by the internal auditors and has access to the external
auditors and the CRO. The activities of the Committee and internal audit function are reported in the Audit
Committee Report on pages 93 to 96.
Complementing the broad internal control and risk management framework are various control processes
that have been implemented by the Group. Some of the key control processes are as follows:
Budgets
Annual budgets are prepared by each operating division and consolidated by Group Finance Department.
These are thoroughly reviewed before they are tabled to TMC, Exco and the Board for approval.
Performance Monitoring
The Groups performance is monitored by the Group Finance Department which prepares monthly
management accounts that compares against the approved budget. The monthly management accounts
are reviewed and deliberated by Management in its monthly operation meetings and a copy is extended to
Exco for review.
98
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statement on Internal Control
The Board monitors the Groups performance by reviewing the quarterly results and operations and examines
the announcement made to Bursa Malaysia. These are usually reviewed by the Audit Committee before they
are tabled to the Board.
Human Resource
There are policies and procedures for recruitment, performance appraisals and promotion to ensure that
suitably qualified and competent personnel across all levels of management are hired and retained. The
Group is also dedicated to continuously develop employees with the relevant and appropriate skills by
conducting regular training programmes that are tailored for restaurant excellence as well as corporate and
leadership programmes for the supporting staff.
Procurement
There is a centralised and coordinated procurement function for major purchases of assets and inventory,
project development and maintenance expenditures which enables the Group to leverage on economies of
scale and ensures adherence to authority limits, policies and procedures. Aided by an integrated purchasing,
inventory and accounting system, the Group is capable of keeping track of the accuracy, integrity and
recording of its assets and expenditures. Significant capital and revenue expenditures exceeding a certain
value are subjected to tender procedures and appraised by the Tender Committee before they are approved
by the Board or relevant committee.
The Group adheres strictly to health, safety and environmental regulations and complies with halal standards
and is subjected to regular inspections by the relevant authorities. Quality Assurance Department conducts
product safety and quality audits at restaurants and the entire supply chain on an ongoing basis. The Group
has also established a Shariah Advisory and Compliance Department to perform regular halal audits and to
liaise closely with the government agencies on halal related matters.
CONCLUSION
The Board is of the view that the present system of internal control is adequate for the Group to manage its
risks and to achieve its business objectives. The Board is committed in ensuring that the Group continuously
reviews the internal control system so that it is effective in enhancing shareholders investments and
safeguarding the Groups assets.
99
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
1. NON-AUDIT FEES
The amount of non-audit fees paid and payable to the external auditors and their affiliated company by
the Group for the financial year ended 31 December 2011 is as follows:-
RM000
KPMG 38
KPMG Tax Services Sdn Bhd 22
Total 60
2. MATERIAL CONTRACTS
Other than those disclosed in the financial statements on pages 198 to 199, there are no material
contract including contracts relating to any loans entered into by the Group and its subsidiaries involving
Directors and major shareholders interest.
KFCH group operates KFC restaurants in Malaysia, Singapore and Brunei under the International
Franchise Agreements entered into with the Franchisor. The right to develop KFC restaurants in Malaysia,
Singapore and Brunei is granted to KFCH by the Franchisor under the Development Agreements entered
into with the Franchisor.
Any occurrence of events of default under the International Franchise Agreements may lead to the
termination of the KFC franchise by the Franchisor. The International Franchise Agreements and/or
Development Agreements are also subject to renewal.
The International Franchise Agreements also contain a covenant which requires the consent of the
Franchisor for any direct or indirect acquisition by any third party competitor of QSR and/or KFCH or
any third party holding twenty percent (20%) or more of QSR and/or KFCH, failing which the Franchisor
may terminate the International Franchise Agreements and/or adopt any of the remedies specified in the
International Franchise Agreements. As KFCH is listed on Bursa Securities and the respective shares are
freely traded, any person, whether individually or together with persons acting in concert, could possibly
acquire more than twenty percent (20%) of the voting shares of KFCH without obtaining the consent of
the Franchisor. As such, if the Franchisor does not consent to any such acquisition, the Franchisor may
terminate the International Franchise Agreements or choose not to renew the International Franchise
Agreements upon the expiry. A similar covenant also applies to KFCH Restaurants Private Limited
(formerly known as Mumbai Chicken Private Limited) and Pune Chicken Restaurants Private Limited in
respect of the rights to operate KFC business in Mumbai and Pune, India granted by Yum! Restaurants
(India) Private Limited.
100
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
The aggregate value of the RRPT conducted pursuant to the shareholders mandate during the financial
year under review between the Company and/or its subsidiary companies with related parties are set out
below: -
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
PH Singapore
is a wholly
owned
subsidiary of
Multibrand
QSR Holdings
Pte Ltd which
is wholly owned
by QSR.
PHD is a
wholly owned
subsidiary of
PHR.
101
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
102
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
103
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Tenancy
Agreements
for the above
properties are
for a period of 3
years.
104
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relatioship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
105
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relatioship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
106
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
Kulim
JCorp
Interested
Major
Shareholders
Kulim
JCorp
107
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationhip Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
KFCH Group Pro Corporate KFCH Groups Pro Corporate Interested 541
Management payment of is a wholly Directors
Services Sdn share registrar owned Kamaruzzaman
Bhd (Pro and secretarial subsidiary of bin Abu
Corporate) services fees to JCorp Hotels Kassim,
Pro Corporate and Resorts Ahamad bin
Sdn Bhd Mohamad,
(formerly known Jamaludin bin
as Kumpulan Md Ali, Datin
Penambang Paduka Siti
(Johor) Sdn Sadiah binti
Bhd) which Sheikh Bakir
in turn is a and Datuk
wholly owned Ismee bin
subsidiary of Ismail
JCorp.
Interested
Major
Shareholder
JCorp
Interested
Major
Shareholder
JCorp
108
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
Interested
Major
Shareholder
JCorp
109
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationhip Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
110
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
KFCH Group Pro Office KFCH Groups Pro Office is a Interested 1,926
Solutions Sdn payment to subsidiary of Directors
Bhd (Pro Pro Office for Sindora. Kamaruzzaman
Office) the provision bin Abu
of courier and Kassim,
mailing room Ahamad bin
services Mohamad,
Jamaludin bin
Md Ali,
Kua Hwee Sim,
Datin Paduka
Siti Sadiah
binti Sheikh
Bakir and
Datuk Ismee
bin Ismail
Interested
Major
Shareholders
Kulim
JCorp
Interested
Major
Shareholders
Kulim
JCorp
111
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relatioship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
112
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
Kulim
JCorp
Interested
Major
Shareholder
JCorp
113
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relatioship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
114
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
Interested
Major
Shareholder
JCorp
115
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relatioship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Tenancy
Agreements
for the above
properties are
for a period of
3 years.
116
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholders
QSR/QSR
Ventures
Kulim
JCorp
117
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationhip Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
118
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
Interested
Major
Shareholders
Kulim
JCorp
119
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationhip Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Interested
Major
Shareholder
JCorp
120
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
121
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationhip Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
122
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationship Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
123
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
KFCH or
subsidiary Nature of Relationhip Aggregate
of KFCH Name of relationship of KFCH Value of
involved in the Related Nature of with KFCH Group with Transaction
Recurrent RPT Parties Transactions Group related parties RM000
Tenancy Interested
Agreement Major
for the above Shareholder
property is for JCorp
a period of 3
years.
Total 118,427
124
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Additional Compliance Information
5. SHARE BUY-BACK
During the financial year ended 31 December 2011, the Company bought back a total of 2,078,000 of
its own shares for a total consideration of RM7,933,666.94. These shares are presently held as treasury
shares. None of the shares purchased has been resold or cancelled during the financial year.
Lowest Highest
purchase purchase Average
Date of No of shares price price purchase Purchase
purchase purchased (RM) (RM) price (RM) Consideration (RM)
3 May 2011 128,200 3.68 3.71 3.6989 475,963.84
4 May 2011 130,000 3.66 3.73 3.7027 483,139.46
5 May 2011 40,000 3.69 3.72 3.7010 148,677.54
6 May 2011 116,400 3.69 3.71 3.7013 432,453.06
9 May 2011 57,800 3.70 3.72 3.7123 215,479.03
10 May 2011 178,400 3.74 3.70 3.7201 666,055.94
11 May 2011 77,400 3.72 3.75 3.7333 290,110.98
12 May 2011 51,800 3.73 3.80 3.7613 195,673.31
13 May 2011 22,000 3.84 3.85 3.8429 85,161.43
18 July 2011 220,000 3.84 3.94 3.8752 855,557.40
19 July 2011 175,000 3.83 3.90 3.8691 679,526.91
20 July 2011 105,000 3.87 3.90 3.8933 410,345.53
26 July 2011 186,000 3.88 3.94 3.9102 729,897.28
27 July 2011 67,300 3.93 3.98 3.9620 267,722.53
28 July 2011 14,500 3.93 3.97 3.9521 57,724.48
29 July 2011 40,000 3.94 3.95 3.9450 158,478.74
1 August 2011 73,000 3.95 3.99 3.9851 292,072.32
2 August 2011 79,000 3.95 3.98 3.9684 314,738.17
3 August 2011 40,200 3.87 3.88 3.8725 156,344.23
8 August 2011 205,000 3.60 3.68 3.6390 748,656.79
9 August 2011 10,000 3.48 3.48 3.4800 35,054.24
11 August 2011 16,000 3.69 3.69 3.6900 59,471.96
12 August 2011 10,000 3.78 3.78 3.7800 38,076.14
17 August 2011 25,000 3.90 3.94 3.9196 98,705.34
19 August 2011 10,000 3.83 3.83 3.8300 38,580.29
Total 2,078,000 7,933,666.94
125
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Financial Statements
Directors Report 127
Form of Proxy
Directors Report
for the year ended 31 December 2011
The Directors have pleasure in submitting their report and the audited financial statements of the Group and
of the Company for the year ended 31 December 2011.
Principal Activities
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries
are as stated in Note 6 to the financial statements. There has been no significant change in the nature of
these activities during the financial year.
Results
Group Company
RM000 RM000
146,571 95,621
There were no material transfers to or from reserves and provisions during the year under review except as
disclosed in the financial statements.
Dividends
Since the end of the previous financial year, the Company paid:
i) a second interim dividend of 5.5 sen per ordinary share less tax at 25% on 31 March 2011, totalling
RM32,722,000 (4.1 sen net per ordinary share) in respect of the year ended 31 December 2010; and
ii) an interim dividend of 3.0 sen per ordinary share less tax at 25% on 7 October 2011, totalling
RM17,802,000 (2.3 sen net per ordinary share) in respect of the year ended 31 December 2011.
The Directors do not propose any final dividend for the year ended 31 December 2011.
Directors who served since the date of the last report are:
127
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
DirectorsReport
for the year ended 31 December 2011
Directors interests
The interests in the shares and warrants of the Company and of its related corporations (other than wholly-
owned subsidiaries) of those who were Directors at year end (including the interests of the spouses or
children of the Directors who themselves are not Directors of the Company) as recorded in the Register of
Directors Shareholdings are as follows:
Direct interest
Company
Ahamad bin Mohamad 172,000 - (172,000) -
Hassim bin Baba 400 - - 400
Number of warrants
At At
1.1.2011 Acquired Disposed 31.12.2011
Company
Hassim bin Baba 16 - - 16
None of the other Directors holding office at 31 December 2011 had any interest in the ordinary shares and
warrants of the Company and of its related corporations during the financial year.
128
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
DirectorsReport
for the year ended 31 December 2011
Directors benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled
to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or
due and receivable by Directors as shown in the financial statements) by reason of a contract made by the
Company or a related corporation with the Director or with a firm of which the Director is a member, or with
a company in which the Director has a substantial financial interest.
There were no arrangements during and at the end of the financial year which had the object of enabling
Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the
Company or any other body corporate.
Issue of shares
During the financial year, the Company increased its issued and paid-up share capital from 793,230,984 to
793,266,104 ordinary shares of RM0.50 each by the issuance of 35,120 new ordinary shares of RM0.50
each upon the conversion of 35,120 warrants at the exercise price of RM3.00 per new ordinary share.
There were no other changes in the authorised, issued and paid-up share capital of the Company during
the financial year.
Treasury shares
During the financial year, the Company repurchased 2,078,000 of its issued ordinary shares from the
open market at an average price of RM3.82 per share. The total consideration paid for the repurchase
including transaction costs was RM7,933,667. The shares repurchased are being held as treasury shares in
accordance with Section 67A of the Companies Act, 1965.
As at 31 December 2011, the Company held as treasury shares a total of 2,078,000 of its 793,266,104
issued ordinary shares. Such treasury shares are held at a carrying amount of RM7,933,667 and further
details are disclosed in Note 11 to the financial statements.
Warrants
The main features of the warrants are disclosed in Note 11 to the financial statements.
No options were granted to any person to take up unissued shares of the Company during the year.
Before the statements of financial position and statements of comprehensive income of the Group and of
the Company were made out, the Directors took reasonable steps to ascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business have been
written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debt,
in the Group and in the Company inadequate to any substantial extent, or
129
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
DirectorsReport
for the year ended 31 December 2011
ii) that would render the value attributed to the current assets in the financial statements of the Group and
of the Company misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of
the Group and of the Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated
in the financial statements of the Group and of the Company misleading.
i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial
year and which secures the liabilities of any other person, or
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the
financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely
to become enforceable within the period of twelve months after the end of the financial year which, in the
opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet
their obligations as and when they fall due.
In the opinion of the Directors, the financial performance of the Group and of the Company for the financial
year ended 31 December 2011 have not been substantially affected by any item, transaction or event of a
material and unusual nature nor has any such item, transaction or event occurred in the interval between the
end of that financial year and the date of this report.
Significant events
Details of the significant events are disclosed in Note 31 to the financial statements.
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Kuala Lumpur
130
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statements of Financial Position
as at 31 December 2011
Group Company
2011 2010 2011 2010
Note RM000 RM000 RM000 RM000
Assets
Property, plant and equipment 3 1,228,459 999,984 24,687 24,106
Intangible assets 4 74,034 73,596 - -
Investment properties 5 910 910 - -
Investments in subsidiaries 6 - - 513,260 395,072
Other investments 7 24,282 22,400 24,282 22,400
Equity
Share capital 11 396,633 396,615 396,633 396,615
Reserves 11 101,562 111,406 3,892 11,309
Retained earnings 11 576,020 482,226 222,370 177,099
Liabilities
Loans and borrowings 12 188,504 105,845 46,400 -
Deferred tax liabilities 13 74,022 51,795 1,255 779
Employee benefits 14 2,700 2,913 - -
The notes on pages 139 to 202 are an integral part of these financial statements.
131
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statements of Comprehensive Income
for the year ended 31 December 2011
Group Company
2011 2010 2011 2010
Note RM000 RM000 RM000 RM000
Revenue 16 2,798,780 2,522,358 115,867 51,337
Cost of sales (1,310,546) (1,167,928) - -
Total comprehensive income for the year 144,641 250,119 96,220 45,802
Profit attributable to:
Owners of the Company 144,005 156,848 95,621 42,029
Non-controlling interests 2,566 2,854 - -
Total comprehensive income for the year 144,641 250,119 96,220 45,802
The notes on pages 139 to 202 are an integral part of these financial statements.
132
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Attributable to owners of the Company
Non-distributable Distributable
Non-
Share Share Warrants Fair value Translation Revaluation Treasury Retained controlling Total
capital premium reserve reserve reserve reserve shares earnings Total interests equity
Group Note RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
At 1 January 2010 198,275 18,736 - - 2,072 25,169 - 547,505 791,757 12,491 804,248
133
Total comprehensive income
Increase in non-controlling
interests - - - - - - - - - 96 96
Issuance of share capital
- bonus issue 11 198,274 (18,721) - - - - - (179,553) - - -
- conversion of warrants 11 66 348 (17) - - - - - 397 - 397
Issuance of warrants - - 4,124 - - - - (4,124) - - -
Dividends to shareholders 22 - - - - - - - (38,664) (38,664) - (38,664)
Dividends of subsidiaries - - - - - - - - - (416) (416)
At 31 December 2010 396,615 363 4,107 1,521 1,125 104,290 - 482,226 990,247 15,025 1,005,272
Attributable to owners of the Company
Non-distributable Distributable
Non-
Share Share Warrants Fair value Translation Revaluation Treasury Retained controlling Total
capital premium reserve reserve reserve reserve shares earnings Total interests equity
Group Note RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
At 1 January 2011 396,615 363 4,107 1,521 1,125 104,290 - 482,226 990,247 15,025 1,005,272
134
Annual Report 2011
Transfer from revaluation
reserve - - - - - (313) - 313 - - -
Reversal of deferred tax 13 - - - - - 245 - - 245 - 245
At 31 December 2011 396,633 455 4,102 2,120 (1,404) 104,222 (7,933) 576,020 1,074,215 17,265 1,091,480
Non-distributable Distributable
Share Share Warrants Fair value Revaluation Treasury Retained Total
capital premium reserve reserve reserve shares earnings equity
Company Note RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Total other comprehensive income for the year - - - 1,521 2,252 - - 3,773
Profit for the year - - - - - - 42,029 42,029
Total comprehensive income for the year - - - 1,521 2,252 - 42,029 45,802
135
- conversion of warrants 11 66 348 (17) - - - - 397
136
Total contribution from/(distribution to) owners 18 92 (5) - (170) (7,933) (50,350) (58,348)
The notes on pages 139 to 202 are an integral part of these financial statements.
Statements of Cash Flows
for the year ended 31 December 2011
Group Company
2011 2010 2011 2010
Note RM000 RM000 RM000 RM000
137
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statements of Cash Flows
for the year ended 31 December 2011
Group Company
2011 2010 2011 2010
Note RM000 RM000 RM000 RM000
Group Company
Note 2011 2010 2011 2010
RM000 RM000 RM000 RM000
The notes on pages 139 to 202 are an integral part of these financial statements.
138
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
KFC Holdings (Malaysia) Bhd is a public limited liability company, incorporated and domiciled in Malaysia
and is listed on the Main Board of Bursa Malaysia Securities Berhad. The addresses of the principal place
of business and registered office of the Company are as follows:
Registered office
Level 11 Menara JCorp
No. 249 Jalan Tun Razak
50400 Kuala Lumpur
The consolidated financial statements of the Company as at and for the year ended 31 December 2011
comprise the Company and its subsidiaries (together referred to as the Group). The financial statements of
the Company as at and for the year ended 31 December 2011 do not include other entities.
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries
are as stated in Note 6 to the financial statements.
The immediate and intermediate holding companies are QSR Brands Bhd (QSR) and Kulim (Malaysia)
Berhad, both are public listed companies listed on the Main Board of Bursa Malaysia Securities Berhad
and the ultimate holding corporation is Johor Corporation, a body corporate established under the Johor
Corporation Enactment Act 1968 (No. 4 of 1968) (as amended by Enactment No. 5 of 1995). All companies
are incorporated in Malaysia.
The financial statements were approved by the Board of Directors on 7 March 2012.
1. Basis of preparation
These financial statements of the Group and the Company have been prepared in accordance with
Financial Reporting Standards (FRSs), generally accepted accounting principles and the Companies
Act, 1965 in Malaysia.
The following are accounting standards, amendments and interpretations of the FRS framework
that have been issued by the Malaysian Accounting Standards Board (MASB) but have not been
adopted by the Group and the Company:
FRSs, Interpretations and amendments effective for annual periods beginning on or after
1 July 2011
FRSs, Interpretations and amendments effective for annual periods beginning on or after
1 January 2012
FRSs, Interpretations and amendments effective for annual periods beginning on or after
1 July 2012
139
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
FRSs, Interpretations and amendments effective for annual periods beginning on or after
1 January 2013
FRSs, Interpretations and amendments effective for annual periods beginning on or after
1 January 2014
FRSs, Interpretations and amendments effective for annual periods beginning on or after
1 January 2015
The Groups and Companys financial statements for annual period beginning on 1 January 2012
will be prepared in accordance with the Malaysian Financial Reporting Standards (MFRSs) issued
by the MASB and International Financial Reporting Standards (IFRSs). As a result, the Group and
the Company will not be adopting the above FRSs, Interpretations and amendments.
The financial statements have been prepared on the historical cost basis except for the following
assets as explained in their respective accounting policy notes:
These financial statements are presented in Ringgit Malaysia (RM), which is the Companys
functional currency. All financial information is presented in RM and has been rounded to the
nearest thousand, unless otherwise stated.
The preparation of financial statements in conformity with FRSs requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods
affected.
140
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
There are no significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have significant effect on the amounts recognised in the financial statements other
than those disclosed in the following notes:
The accounting policies set out below have been applied consistently to the periods presented in these
financial statements, and have been applied consistently by Group entities, unless otherwise stated.
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control
exists when the Group has the ability to exercise its power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities. In assessing control, potential
voting rights that presently are exercisable are taken into account.
The accounting policies of subsidiaries are changed when necessary to align them with the
policies adopted by the Group.
Business combinations are accounted for using the acquisition method from the acquisition
date, which is the date on which control is transferred to the Group.
The Group has changed its accounting policy with respect to accounting for business
combinations.
From 1 January 2011 the Group has applied FRS 3, Business Combinations (revised) in
accounting for business combinations. The change in accounting policy has been applied
prospectively in accordance with the transitional provisions provided by the standard and
does not have impact on earnings per share.
For acquisitions on or after 1 January 2011, the Group measures goodwill at the acquisition
date as:
141
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
When the excess is negative, a bargain purchase gain is recognised immediately in profit or
loss.
The consideration transferred does not include amounts related to the settlement of pre-
existing relationships. Such amounts are generally recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity
securities, that the Group incurs in connection with a business combination are expensed as
incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If
the contingent consideration is classified as equity, it is not remeasured and settlement is
accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent
consideration are recognised in profit or loss.
For acquisitions between 1 January 2006 and 1 January 2011, goodwill represents the excess
of the cost of the acquisition over the Groups interest in the recognised amount (generally fair
value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the
excess was negative, a bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that
the Group incurred in connection with business combinations were capitalised as part of the
cost of the acquisition.
For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of
the acquisition over the Groups interest in the fair values of the net identifiable assets and
liabilities.
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss
of control as equity transactions between the Group and its non-controlling interest holders.
Any difference between the Groups share of net assets before and after the change, and any
consideration received or paid, is adjusted to or against Group reserves.
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary
not attributable directly or indirectly to the equity holders of the Company, are presented in the
consolidated statement of financial position and statement of changes in equity within equity,
separately from equity attributable to the owners of the Company. Non-controlling interests in
the results of the Group is presented in the consolidated statement of comprehensive income
as an allocation of the profit or loss and the comprehensive income for the year between non-
controlling interests and the owners of the Company.
Since the beginning of the reporting period, the Group has applied FRS 127, Consolidated
and Separate Financial Statements (revised) where losses applicable to the non-controlling
interests in a subsidiary are allocated to the non-controlling interests even if doing so causes
the non-controlling interests to have a deficit balance. This change in accounting policy is
applied prospectively in accordance with the transitional provisions of the standard and does
not have impact on earnings per share.
142
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
In the previous financial years, where losses applicable to the non-controlling interests exceed
their interests in the equity of a subsidiary, the excess, and any further losses applicable to
the non-controlling interests, were charged against the Groups interest except to the extent
that the non-controlling interests had a binding obligation to, and was able to, make additional
investment to cover the losses. If the subsidiary subsequently reported profits, the Groups
interest was allocated with all such profits until the non-controlling interests share of losses
previously absorbed by the Group had been recovered.
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated in preparing the consolidated financial statements.
Monetary assets and liabilities denominated in foreign currencies at the reporting period are
retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at
the end of the reporting date except for those that are measured at fair value are retranslated to
the functional currency at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except
for differences arising on the retranslation of available-for-sale equity instruments or a financial
instrument designated as a cash flow hedge of currency risk, which are recognised in other
comprehensive income.
The assets and liabilities of operations in functional currencies other than RM, including
goodwill and fair value adjustments, are translated to RM at exchange rates at the end of
the reporting period, except for goodwill and fair value adjustments arising from business
combinations before 1 January 2006 which are reported using the exchange rates at the dates
of the acquisitions. The income and expenses of foreign operations are translated to RM at
exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and accumulated
in the foreign currency translation reserve (FCTR) in equity. However, if the operation is a non-
wholly-owned subsidiary, then the relevant proportionate share of the translation difference is
allocated to the non-controlling interests. When a foreign operation is disposed off, in part or
in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or
loss on disposal.
In the consolidated financial statements, when settlement of a monetary item receivable from
or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign
exchange gains and losses arising from such a monetary item are considered to form part of a
net investment in a foreign operation and are recognised in other comprehensive income, and
are presented in the FCTR in equity.
143
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
A financial instrument is recognised in the statements of financial position when, and only when,
the Group or the Company becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial
instrument not at fair value through profit or loss, transaction costs that are directly attributable
to the acquisition or issue of the financial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as
a derivative if, and only if, it is not closely related to the economic characteristics and risks of
the host contract and the host contract is not categorised at fair value through profit or loss.
The host contract, in the event an embedded derivative is recognised separately, is accounted
for in accordance with the policy applicable to the nature of the host contract.
Financial assets
(a) Held-to-maturity investments
Held-to-maturity investments category comprises debt instruments that are quoted in an
active market and the Group or the Company has the positive intention and ability to hold
them to maturity.
Investments in equity instruments that do not have a quoted market price in an active
market and whose fair value cannot be reliably measured are measured at cost. Other
financial assets categorised as available-for-sale are subsequently measured at their
fair values with the gain or loss recognised in other comprehensive income, except for
impairment losses, foreign exchange gains and losses arising from monetary items and
gains and losses of hedged items attributable to hedge risks of fair value hedges which
are recognised in profit or loss. On derecognition, the cumulative gain or loss recognised
in other comprehensive income is reclassified from equity into profit or loss. Interest
calculated for a debt instrument using the effective interest method is recognised in profit
or loss.
All financial assets are subject to review for impairment (see Note 2(j)(i)).
Financial liabilities
144
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
(iii) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the
cash flows from the financial asset expire or the financial asset is transferred to another party
without retaining control or substantially all risks and rewards of the asset. On derecognition of
a financial asset, the difference between the carrying amount and the sum of the consideration
received (including any new asset obtained less any new liability assumed) and any cumulative
gain or loss that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified
in the contract is discharged or cancelled or expires. On derecognition of a financial liability,
the difference between the carrying amount of the financial liability extinguished or transferred
to another party and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss.
Items of property, plant and equipment are stated at cost / valuation less any accumulated
depreciation and any accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and
any other costs directly attributable to bring the asset to working condition for its intended
use, and the costs of dismantling and removing the items and restoring the site on which they
are located. For qualifying assets, borrowing costs are capitalised in accordance with the
accounting policy on borrowing costs.
The cost of property, plant and equipment recognised as a result of a business combination is
based on fair value at acquisition date. The fair value of property is the estimated amount for
which a property could be exchanged between a willing buyer and a willing seller in an arms
length transaction wherein the parties had each acted knowledgeably, prudently and without
compulsion. The fair value of other items of plant and equipment is based on the quoted
market prices for similar items and replacement cost where appropriate.
Where significant parts of an item of property, plant and equipment have different useful
lives, they are accounted for as separate items (major components) of property, plant and
equipment.
The gains and losses on disposal of an item of property, plant and equipment are determined
by comparing the proceeds from disposal with the carrying amount of property, plant and
equipment and are recognised net within other income or other expenses respectively in
profit or loss. When revalued assets are sold, the amounts included in the revaluation surplus
reserve are transferred to retained earnings.
Surplus arising from revaluation are dealt with in profit or loss to the extent of a previous
decrease for the same property and the net surplus is then dealt with in the revaluation reserve
account. Any deficit arising is offset against the revaluation reserve to the extent of a previous
increase for the same property. In all other cases, a decrease in carrying amount is recognised
in profit or loss.
145
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The cost of replacing part of an item of property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the future economic benefits embodied within
the part will flow to the Group and its cost can be measured reliably. The carrying amount of
the replaced part is derecognised to profit or loss. The costs of the day-to-day servicing of
property, plant and equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other
amount substituted for cost, less its residual value.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful
lives of each part of an item of property, plant and equipment. Leased assets are depreciated
over the shorter of the lease term and their useful lives unless it is reasonably certain that the
Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.
The estimated useful lives for the current and comparative periods are as follows:
Buildings 20 - 50 years
Leasehold land 45 - 999 years
Leasehold improvements and renovation 10 years
Plant and machinery 10 years
Motor vehicles 5 years
Restaurant and office equipment 5 - 10 years
No depreciation is provided for crockery, cutlery and utensils. Subsequent replacements are
written off to profit or loss as and when incurred.
Depreciation methods, useful lives and residual values are reassessed at the end of the
reporting period.
Leases in terms of which the Group or the Company assumes substantially all the risks and
rewards of ownership are classified as finance leases. On initial recognition of the leased
asset is measured at an amount equal to the lower of its fair value and the present value of
the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in
accordance with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance
expense and the reduction of the outstanding liability. The finance expense is allocated to
each period during the lease term so as to produce a constant periodic rate of interest on the
remaining balance of the liability. Contingent lease payments are accounted for by revising the
minimum lease payments over the remaining term of the lease when the lease adjustment is
confirmed.
Leasehold land which in substance is a finance lease is classified as property, plant and
equipment.
146
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Payments made under operating leases are recognised in profit or loss on a straight-line basis
over the term of the lease unless another systematic basis is more representative of the time
pattern in which economic benefits from the leased asset are consumed. Lease incentives
received are recognised in profit or loss as an integral part of the total lease expense, over
the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in
which they are incurred.
(i) Goodwill
Subsequent expenditure is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure, including expenditure
on internally generated goodwill and brands, is recognised in profit or loss as incurred.
(iv) Amortisation
Goodwill with indefinite useful lives are not amortised but are tested for impairment annually
and whenever there is an indication that it may be impaired.
The restaurants initial and renewal franchise fees are stated at cost and are amortised on a
straight-line basis over ten (10) years.
Amortisation methods, useful lives and residual values are reviewed at the end of each
reporting period and adjusted, if appropriate.
147
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Investment properties are measured initially at cost and subsequently at fair value with any
change therein recognised in profit or loss for the period in which they arise. Where the fair
value of the investment property under construction is not reliably determinable, the investment
property under construction is measured at cost until either its fair value becomes reliably
determinable or construction is complete, whichever is earlier.
Cost includes expenditure that is directly attributable to the acquisition of the investment
property. The cost of self-constructed investment property includes the cost of materials and
direct labour, any other costs directly attributable to bringing the investment property to a
working condition for their intended use and capitalised borrowing costs.
When an item of property, plant and equipment is transferred to investment property following
a change in its use, any difference arising at the date of transfer between the carrying amount
of the item immediately prior to transfer and its fair value is recognised in other comprehensive
income and accumulated in equity as revaluation reserve. However, if a fair value gain
reverses a previous impairment loss, the gain is recognised in profit or loss. Upon disposal
of an investment property, any surplus previously recorded in equity is transferred to retained
earnings; the transfer is not made through profit or loss.
When the use of a property changes such that it is reclassified as property, plant and
equipment or inventories, its fair value at the date of reclassification becomes its deemed cost
for subsequent accounting.
The fair values are based on market values, being the estimated amount for which a property
could be exchanged on the date of the valuation between a willing buyer and a willing seller in
an arms length transaction wherein the parties had each acted knowledgeably, prudently and
without compulsion.
In the absence of current prices in an active market, the valuations are prepared by considering
the aggregate of the estimated cash flows expected to be received from renting out the
property. A yield that reflects the specific risks inherent in the net cash flows then is applied to
the net annual cash flows to arrive at the property valuation.
Valuations reflect the remaining economic life of the property. When rent reviews or lease
renewals are pending with anticipated reversionary increases, it is assumed that all notices
and where appropriate counter-notices have been served validly and within the appropriate
time.
148
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
(h) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is
based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories
and bringing them to their existing location and condition.
In the case of livestocks, cost includes the original cost of bringing the inventories to its present
location and condition.
In the case of finished goods, cost includes an appropriate share of production overheads based
on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion and the estimated costs necessary to make the sale.
The fair value of inventories acquired in a business combination is determined based on its
estimated selling price in the ordinary course of business less the estimated costs of completion
and sale, and a reasonable profit margin based on the effort required to complete and sell the
inventories.
(j) Impairment
All financial assets (except for investments in subsidiaries) are assessed at each reporting date
whether there is any objective evidence of impairment as a result of one or more events having
an impact on the estimated future cash flows of the asset. Losses expected as a result of
future events, no matter how likely, are not recognised. For an equity instrument, a significant
or prolonged decline in the fair value below its cost is an objective evidence of impairment.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised
in profit or loss and is measured as the difference between the assets carrying amount and the
present value of estimated future cash flows discounted at the current market rate of return for
a similar financial asset.
149
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The carrying amounts of non-financial assets (except for inventories, deferred tax asset and
assets arising from employee benefits) are reviewed at the end of each reporting period to
determine whether there is any indication of impairment. If any such indication exists, then
the assets recoverable amount is estimated. For goodwill, and intangible assets that have
indefinite useful lives or that are not yet available for use, the recoverable amount is estimated
each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group
of assets that generates cash inflows from continuing use that are largely independent of
the cash inflows of other assets (known as cash-generating unit). The goodwill acquired in a
business combination, for the purpose of impairment testing, is allocated to a cash-generating
unit or a group of cash-generating units that are expected to benefit from the synergies of the
combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its
fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-
generating unit exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect
of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit or the group of cash-generating units and then to reduce
the carrying amount of the other assets in the cash-generating unit (or a group of cash-
generating units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment
losses recognised in prior periods are assessed at the end of each reporting period for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount since
the last impairment loss was recognised. An impairment loss is reversed only to the extent
that the assets carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Reversals of impairment losses are credited to profit or loss in the financial year in which the
reversals are recognised.
150
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Instruments classified as equity are measured at cost on initial recognition and are not remeasured
subsequently.
(i) Issue expenses
Where treasury shares are distributed as share dividends, the cost of the treasury shares is
applied in the reduction of the share premium account or distributable reserves, or both.
Where treasury shares are sold or reissued subsequently, the difference between the sales
consideration net of directly attributable costs and the carrying amount of the treasury shares
is recognised in equity, and the resulting surplus or deficit on the transaction is presented in
share premium.
Borrowing costs that are not directly attributable to the acquisition, construction or production of
a qualifying asset are recognised in profit or loss using the effective interest method.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when
expenditure for the asset is being incurred, borrowing costs are being incurred and activities that
are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of
borrowing costs is suspended or ceases when substantially all the activities necessary to prepare
the qualifying asset for its intended use or sale are interrupted or completed.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Short term employee benefit obligations in respect of salaries, annual bonuses, paid annual
leave and sick leave are measured on an undiscounted basis and are expensed as the related
service is provided.
A liability is recognised for the amount expected to be paid under short term cash bonus
or profit-sharing plans if the Group has a present legal or constructive obligation to pay
this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
The Groups contributions to statutory pension funds are charged to the profit or loss in the
year to which they relate. Once the contributions have been paid, the Group has no further
payment obligations.
151
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The Groups net obligation in respect of defined benefit retirement plans is calculated separately
for each plan by estimating the amount of future benefit that employees have earned in return
for their service in the current and prior periods; that benefit is discounted to determine the
present value. Any unrecognised past service costs and the fair value of any plan assets are
deducted. The discount rate is the yield at the reporting period on seven (7)-year high quality
corporate bonds that have maturity dates approximating the terms of the Groups obligations
and that are denominated in the same currency in which the benefits are expected to be paid.
The calculation is performed by a qualified actuary conducted every two (2) years with the
last actuarial report dated 13 January 2012 using the projected unit credit method. When the
calculation results in a benefit to the Group, the recognised asset is limited to the net total of
any unrecognised past service costs and the present value of any future refunds from the plan
or reductions in future contributions to the plan.
In order to calculate the present value of economic benefits, consideration is given to any
minimum funding requirements that apply to any plan in the Group. An economic benefit is
available to the Group if it is realisable during the life of the plan, or any settlement of the plan
liabilities.
When the benefits of a plan are improved, the portion of the increased benefit relating to past
service by employees is recognised in the profit or loss on a straight-line basis over the average
period until the benefits become vested. To the extent that the benefits vest immediately, the
expense is recognised immediately in profit or loss.
The Group recognises all actuarial gains and losses arising from defined benefit plans in
other comprehensive income and all expenses related to defined benefit plans in personnel
expenses in profit or loss.
The Group recognises gains and losses on the curtailment or settlement of a defined benefit
plan when the curtailment or settlement occurs. The gain or loss on curtailment comprises
any resulting change in the fair value of plan assets, change in the present value of defined
benefit obligation and any related actuarial gains and losses and past service cost that had
not previously been recognised.
(n) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
Contingent liabilities
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot
be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability
of outflow of economic benefits is remote. Possible obligations, whose existence will only be
confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as
contingent liabilities unless the probability of outflow of economic benefits is remote.
152
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Revenue from the sale of goods is measured at fair value of the consideration received or receivable,
net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when
the significant risks and rewards of ownership have been transferred to the buyer, recovery of the
consideration is probable, the associated costs and possible return of goods can be estimated
reliably, and there is no continuing management involvement with the goods.
The following specific recognition criteria must also be met before revenue is recognised.
Sales revenue represents retail sales at the Groups restaurants and is recognised at the point
of sales. The Group recognises sales revenue net of sales tax and service charge.
Dividend income is recognised in profit or loss when the right to receive payment is
established.
Interest income is recognised as it accrues, using the effective interest method in profit or loss
except for interest income arising from temporary investment of borrowings taken specifically
for the purpose of obtaining a qualifying asset which is accounted for in accordance with the
accounting policy on borrowing costs.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are
recognised in profit or loss except to the extent that it relates to a business combination or items
recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted by the end of the reporting period, and any
adjustment to tax payable in respect of previous financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between
the carrying amounts of assets and liabilities in the statement of financial position and their tax
bases. Deferred tax is not recognised for the following temporary differences: the initial recognition
of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured
at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the end of the reporting
period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets
on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets are reviewed
at the end of each reporting period and are reduced to the extent that it is no longer probable that
the related tax benefit will be realised.
Unutilised reinvestment allowance and investment tax allowance are treated as tax base of assets
and are recognised as a reduction of tax expense as and when they are utilised.
153
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic
EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding during the period, adjusted for
own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares, which comprise convertible notes and share options granted to
employees.
An operating segment is a component of the Group that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate
to transactions with any of the Groups other components. An operating segments operating
results are reviewed regularly by the chief operating decision maker, which in this case is the Chief
Executive Officer of the Group, to make decisions about resources to be allocated to the segment
and to assess its performance, and for which discrete financial information is available.
154
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
3. Property, Plant and Equipment
Leasehold
improve- Plant Restaurant
Freehold Leasehold ments and and Motor and office
land land Buildings renovation machinery vehicles equipment Total
Group RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Cost/Valuation
At 1 January 2010 172,759 78,559 220,943 215,154 191,689 36,685 358,583 1,274,372
Additions 16,297 3,357 2,468 74,577 24,612 3,612 95,162 220,085
Acquisition of subsidiaries - - 3,227 178 - 118 2,018 5,541
Disposals/Write off (768) - (1,242) (10,943) (1,235) (3,440) (18,470) (36,098)
Effect of movement in exchange rates - - (104) (1,535) - (78) (1,191) (2,908)
Revaluation surplus 38,619 28,113 18,830 - - - - 85,562
At 31 December 2010/1 January 2011 226,907 110,029 244,122 277,431 215,066 36,897 436,102 1,546,554
Additions 26,571 11,928 34,763 83,827 55,583 8,286 117,748 338,706
Acquisition of subsidiaries - - - - 11 - 12 23
Disposals/Write off (692) - - (13,977) (221) (7,952) (15,432) (38,274)
155
Effect of movement in exchange rates - - (548) 1,342 - 18 770 1,582
At 31 December 2011 252,786 121,957 281,881 344,845 270,439 37,249 539,434 1,848,591
3. Property, Plant and Equipment (contd)
Leasehold
improve- Plant Restaurant
Freehold Leasehold ments and and Motor and office
land land Buildings renovation machinery vehicles equipment Total
Group RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
156
At 31 December 2010:
At 31 December 2011:
Accumulated depreciation - 6,250 46,170 117,825 140,023 22,412 209,632 542,312
Accumulated impairment losses 56,468 973 20,379 - - - - 77,820
157
Annual Report 2011
56,468 7,223 66,549 117,825 140,023 22,412 209,632 620,132
Carrying amounts
At 31 December 2010/1 January 2011 170,439 104,753 182,987 175,947 92,232 11,419 262,207 999,984
At 31 December 2011 196,318 114,734 215,332 227,020 130,416 14,837 329,802 1,228,459
Notes to the Financial Statements
Notes to the Financial Statements
Cost/Valuation
At 1 January 2010 14,647 2,260 558 2,870 4,639 24,974
Additions - - 82 499 1,304 1,885
Disposals/Write off (769) - - (722) (55) (1,546)
Revaluation surplus 1,938 314 - - - 2,252
At 31 December 2010/
1 January 2011 15,816 2,574 640 2,647 5,888 27,565
Additions - - - 1,125 3,212 4,337
Disposals/Write off (692) - - (1,354) (75) (2,121)
Transfer to subsidiary - - (82) - (219) (301)
Representing:
At cost - - 558 2,418 8,806 11,782
At valuation 15,124 2,574 - - - 17,698
Depreciation
At 1 January 2010 - 212 185 1,019 1,211 2,627
Depreciation for the year - 52 65 515 904 1,536
Disposals/Write off - - - (662) (42) (704)
At 31 December 2010/
1 January 2011 - 264 250 872 2,073 3,459
Depreciation for the year - 61 60 392 1,377 1,890
Disposals/Write off - - - (429) (72) (501)
Transfer to subsidiary - - (16) - (39) (55)
Carrying amounts
At 1 January 2010 14,647 2,048 373 1,851 3,428 22,347
At 31 December 2010/
1 January 2011 15,816 2,310 390 1,775 3,815 24,106
158
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
In 2010, the Group had recognised impairment loss of RM11,377,000 as a result of the valuation
conducted in that year. Impairment loss of RM10,913,000 had been recognised in other expenses,
while the remaining RM464,000 had been recognised in the revaluation reserve.
3.2 Security
The Groups freehold land, leasehold land and buildings were revalued on 15 December 2010 by
an independent professional qualified valuer using the open market value method. Had the free-
hold land, leasehold land and buildings been carried under the cost model, their carrying amounts
would have been included in the financial statements of the Group as at 31 December 2011 as
follows:
Net
Accumulated carrying
Cost depreciation amount
Group RM000 RM000 RM000
At 31 December 2011
Freehold land 158,570 - 158,570
Leasehold land 85,365 5,368 79,997
Buildings 210,116 56,118 153,998
At 31 December 2010
Freehold land 159,184 - 159,184
Leasehold land 85,365 3,836 81,529
Buildings 210,116 51,466 158,650
Company
At 31 December 2011
Freehold land 10,287 - 10,287
Buildings 2,172 476 1,696
At 31 December 2010
Freehold land 10,901 - 10,901
Buildings 2,172 414 1,758
159
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The titles of certain properties are either in process of being transferred to the Group and the Com-
pany or are pending the issuance of strata titles by the relevant authorities.
Group
2011 2010
RM000 RM000
Leasehold land with unexpired lease period of more than 50 years 113,741 103,507
Leasehold land with unexpired lease period of less than 50 years 993 1,246
114,734 104,753
4. Intangible assets
Goodwill on Franchise
consolidation fees Total
Group RM000 RM000 RM000
Cost
At 1 January 2010 44,965 48,782 93,747
Additions 6,636 5,039 11,675
Write off - (2,008) (2,008)
Accumulated amortisation
At 1 January 2010 1,566 23,507 25,073
Amortisation for the year - 6,736 6,736
Impairment Loss 17 - 17
Write off - (2,008) (2,008)
Carrying amounts
At 1 January 2010 43,399 25,275 68,674
160
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
For the purpose of impairment testing, goodwill is allocated to the Groups operating divisions which
represent the lowest level within the Group at which the goodwill is monitored for internal management
purposes.
The aggregate carrying amounts of goodwill allocated to each unit are as follows:
2011 2010
Group RM000 RM000
Restaurants 22,658 22,658
Integrated poultry 21,115 20,297
Ancillary 7,063 7,063
50,836 50,018
The recoverable amounts of the CGUs were determined based on value-in-use calculations using pre-
tax cash flow projections based on financial budgets approved by management covering a ten (10)-year
period. The growth rate used to extrapolate the cash flows beyond the ten (10)-year period was 4%
(2010: 4%). The growth rate does not exceed the average historical growth rate over the long term for
the industry.
Value in use was determined by discounting the future cash flows generated from the continuing use of
the units and was based on the following assumptions:
There will be no material changes in the structure and principal activities of the Group.
Raw material price inflation - there will not be any significant increase in the prices and supply of
raw materials, wages and other related costs, resulting from industrial dispute, adverse changes
in the economic conditions or other abnormal factors, which will adversely affect the operations of
the Group.
Statutory income tax rate - the tax rate for Malaysia was 25% and Singapores tax rate is 17%.
There will be no material changes in the present legislation or regulations, rates and bases of du-
ties, levies and other taxes affecting the Groups activities.
Interest rates - the interest rates on the existing financing facilities will prevail.
Foreign exchange rate - the foreign exchange rate will not be substantially and adversely different
from the current rate.
Growth rate used to extrapolate segment beyond the ten (10) year-period is 4% which is in line with
the estimated GDP growth rate of the country.
A pre-tax discount rate of 9.93% was applied in determining the recoverable amount of the unit.
The discount rate was estimated based on the weighted average cost of capital of the Group.
Based on the assessment above, the recoverable amount was determined to be higher than the carry-
ing amount, thus no impairment loss was recognised.
Sensitivity analysis were performed on the cash flow projections based on the following criteria:
Each sensitivity analysis is used on the basis that all other variables remain constant. The result of the
sensitivity analysis does not have an impact on the carrying amount of goodwill on consolidation.
161
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
5. Investment properties
Group
2011 2010
RM000 RM000
At 1 January 910 898
Change in fair value recognised in profit or loss - 12
910 910
The rental income earned by the Group for the year ended 31 December 2011 from its investment
properties, all of which are leased out under operating leases, amounted to RM70,500 (2010:
RM69,000). There were no direct operating expenses (including repair and maintenance) arising from
the investment properties.
6. Investments in subsidiaries
Company
2011 2010
RM000 RM000
At cost:
Unquoted shares
- in Malaysia 474,234 433,805
- outside Malaysia 35,322 25,322
509,556 459,127
Less: Accumulated impairment losses
- in Malaysia (64,055) (64,055)
445,501 395,072
Advances receivable 67,759 -
513,260 395,072
The advances receivable from Rasamas Holdings Sdn Bhd and Ayamas Shoppe Sdn Bhd are interest
free and are determined to form part of the Companys net investments in subsidiaries, as repayment
of these amounts are neither fixed nor expected in the near term.
162
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Cilik Bistari Sdn Bhd Malaysia Sale of board games 100.0 100.0
Integrated Poultry Industry Malaysia Poultry processing plant 100.0 100.0
Sdn Bhd
KFC Events Sdn Bhd Malaysia Sales of food products 100.0 100.0
vouchers
KFCH Education (M) Sdn Bhd Malaysia College/learning institute 100.0 100.0
(formerly known as
Paramount Holdings (M)
Sdn Bhd)
KFC India Holdings Sdn Bhd Malaysia Investment holding 100.0 100.0
163
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
164
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
166
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
(i) During the year, the Company had acquired a number of subsidiaries pursuant to the re-organisa-
tion of its group structure (refer Note 31(i)).
(ii) During the year, the Company had contributed to Yayasan Amal Bistaris capital contribution of
RM700,000.
(iii) During the year, the Company had subscribed for an additional 9,500,000 ordinary shares of
RM1.00 each in KFCH Education (M) Sdn Bhd (formerly known as Paramount Holdings (M) Sdn
Bhd) at par.
167
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
7. Other investments
Unquoted Quoted
shares shares in
Total in Malaysia Malaysia
Group RM000 RM000 RM000
2011
Non-current
Available-for-sale financial assets 24,282 - 24,282
Held-to-maturity investment 4,500 4,500 -
Less: Impairment loss (4,500) (4,500) -
- - -
24,282 - 24,282
Representing item:
At fair value 24,282 - 24,282
22,400 - 22,400
Representing item:
At fair value 22,400 - 22,400
Representing item:
At fair value 24,282 - 24,282
Representing item:
At fair value 22,400 - 22,400
168
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
8. Inventories
Group
2011 2010
RM000 RM000
At cost:
Raw materials 33,209 39,205
Groceries, poultry and consumables 80,267 66,290
Equipment and spare parts 20,262 21,439
Advertising materials 3,748 2,514
Livestock 17,826 13,458
Finished goods 79,010 57,891
234,322 200,797
Non-trade
Amounts due from subsidiaries 9.1 - - 162,107 163,661
Amounts due from related companies 9.1 12,558 6,578 32 -
Other receivables 9.2 16,387 16,420 2,476 1,284
Deposits 9.3 67,277 74,534 5,291 5,288
Current tax assets 11,194 9,651 1,807 129
The non-trade receivables due from subsidiaries and related companies are unsecured, interest
bearing at 4.13% (2010: 3.79%) per annum and repayable on demand.
Included in the other receivables of the Group are lease considerations paid to related companies
amounting to RM1,943,000 (2010: RM2,029,000) which comprised of the lease of a vacant land
at Terminal Larkin Sentral, Johor Bahru for a term of fifteen (15) years expiring on 16 March
2023 (2011: RM801,000; 2010: RM851,000) and the lease of a portion of a single-storey
building erected in Tg. Leman, Johor for a period of thirty (30) years (2011: RM1,142,000;
2010: RM1,178,000), respectively. Both these leased properties are now occupied with KFC
restaurants.
9.3 Deposits
Included in the deposits of the Group and of the Company is a deposit paid to a related company
amounting to RM5,228,000 (2010: RM5,228,000) for purchase of a leasehold industrial land at
Bandar Tenggara, Kulai, Johor Darul Takzim.
169
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The holders of ordinary shares are entitled to receive dividends as declared from time to time and
are entitled to one vote per share at meetings of the Company.
11.2 Reserves
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
Non-distributable
Share premium 455 363 440 348
Warrants reserve 4,102 4,107 4,102 4,107
Fair value reserve 2,120 1,521 2,120 1,521
Translation reserve (1,404) 1,125 - -
Revaluation reserve 104,222 104,290 5,163 5,333
Treasury shares (7,933) - (7,933) -
170
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
This reserve comprises the premium paid on subscription of shares in the Company over
and above the par value of the shares.
A total of 31,723,949 new free warrants were issued by the Company in conjunction with
the issuance of bonus shares on 15 September 2010. Each warrant entitles the holder the
right to subscribe for a new ordinary share of RM0.50 each in the Company at an exercise
price of RM3.00 per new ordinary share. As at the year end, the number of outstanding
warrants was 31,556,573 (2010: 31,591,693). The warrants will expire on 14 September
2015.
The fair value reserve relates to the fair valuation of financial assets categorised as available-
for-sale until the investments are derecognised or impaired.
The translation reserve is used to record exchange differences arising from the translation
of the financial statements of foreign operations whose functional currencies are different
from that of the Groups presentation currency. It is also used to record the exchange
differences arising from monetary items which form part of the Groups net investment in
foreign operations, regardless of the currency of the monetary items.
The revaluation reserve relates to the revaluation of the Groups land and buildings.
This amount relates to the acquisition cost of treasury shares net of the proceeds received
on their subsequent sale or issuance.
During the financial year, the Company repurchased 2,078,000 of its issued ordinary shares
from the open market at an average price of RM3.82 per share. The total consideration paid
for the repurchase shares were RM7,933,667 which were financed by internally generated
funds. The shares repurchased are being held as treasury shares in accordance with Section
67A of the Companies Act, 1965.
Of the total 793,266,104 (2010: 793,230,984) issued and fully paid ordinary shares as at 31
December 2011, 2,078,000 (2010: Nil) were held as treasury shares by the Company. As at
31 December 2011, the number of outstanding ordinary shares in issue net of the treasury
shares was therefore 791,188,104 ordinary shares of RM0.50 each.
171
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Subject to agreement by the Inland Revenue Board, the Company has Section 108 tax
credit and tax-exempt income to frank all of its distributable reserves at 31 December 2011
if paid out as taxable dividends.
The Finance Act, 2007 introduced a single tier company income tax system with effect from
1 January 2008. As such, the remaining Section 108 tax credit as at 31 December 2011 will
be available to the Company until such time the credit is fully utilised or upon expiry of the
six-year transitional period on 31 December 2013, whichever is earlier.
172
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
2011
Term loans
- secured 2013 677 369 308 - -
- secured 2018 46,400 - 580 13,340 32,480
- unsecured 2013 9,093 7,275 1,818 - -
- unsecured 2014 49,500 2,000 2,000 45,500 -
- unsecured 2015 71,679 14,101 16,802 40,776 -
- unsecured 2016 34,900 - 6,970 27,930 -
Bankers acceptance
- unsecured 2012 34,000 34,000 - - -
Revolving credit
- unsecured 2012 8,000 8,000 - - -
2010
Term loans
- secured 2011 20,154 20,154 - - -
- secured 2013 1,046 369 369 308 -
- secured 2022 212 13 14 48 137
- secured 2031 755 21 23 75 636
- unsecured 2013 23,187 9,275 9,275 4,637 -
- unsecured 2014 45,000 - - 45,000 -
- unsecured 2015 51,511 6,188 10,872 34,451 -
Bankers acceptance
- unsecured 2011 5,682 5,682 - - -
Revolving credit
- unsecured 2011 5,000 5,000 - - -
Company
2011
Term loans
- secured 2018 46,400 - 580 13,340 32,480
Revolving credit
- unsecured 2012 3,000 3,000 - - -
49,400 3,000 580 13,340 32,480
2010
Term loans
- secured 2011 20,000 20,000 - - -
12.2 Security
The term loans granted to the Group and the Company are secured by the following:
(a) First and third party charges over certain land and buildings (Note 3);
(b) Corporate guarantee of a related company; and
(c) Debenture on a subsidiarys assets.
173
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Company
Property, plant and equipment - - 1,120 640 1,120 640
Revaluation of land and buildings - - 135 139 135 139
In recognising the deferred tax assets attributable to unutilised tax losses carry-forward and unutilised
capital allowances carry-forward, the Directors made an assumption that there will not be any substantial
change (more than 50%) in the shareholders before these assets are utilised. If there is substantial
change in the shareholders, unutilised tax losses carry-forward and unutilised capital allowances carry-
forward amounting to approximately RM3,948,000 (2010: RM4,365,000) and RM21,648,000 (2010:
RM15,554,000) respectively will not be available to the Group, resulting in an increase in net deferred
tax liabilities of RM6,399,000 (2010: RM4,979,000).
Deferred tax assets have not been recognised in respect of the following items:
Group
2011 2010
RM000 RM000
Tax losses carry-forward 16,550 13,356
Unutilised capital allowances carry-forward 27,747 28,024
Property, plant and equipment (5,973) (5,766)
38,324 35,614
174
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Tax losses carry-forward and unabsorbed capital allowance do not expire under current legislation.
Included in tax losses carry-forward and unabsorbed capital allowances are amounts of RM16,550,000
(2010: RM13,356,000) and RM27,747,000 (2010: RM28,024,000), respectively, representing tax losses
carry-forward and unabsorbed capital allowances, pertaining to certain dormant subsidiaries, which will
not be available to the Group if there is a substantial change in shareholders (more than 50%) in these
subsidiaries.
The comparative figures have been restated to reflect the revised taxable temporary differences of the
tax losses carry-forward and unabsorbed capital allowances available to the Group.
175
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
13. Deferred tax liabilities (contd)
Recognised Recognised
Acquisition in profit in profit
At of or loss Recognised At or loss Recognised At
1.1.2010 subsidiaries (Note 20) in equity 31.12.2010 (Note 20) in equity 31.12.2011
Group RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
176
32,940 31 8,316 10,508 51,795 22,472 (245) 74,022
Retirement benefits
Group
2011 2010
RM000 RM000
Group
2011 2010
RM000 RM000
86 270
Actuarial assumptions
Principal actuarial assumptions at the end of reporting period (expressed as weighted averages):
Group
2011 2010
Discount rate at 31 December 5.1% 5.6%
Future salary increases 4.0% 4.0%
177
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Non-trade
Amounts due to subsidiaries 15.1 - - 55,989 -
Other payables 82,237 75,097 936 1,608
Accrued expenses 104,530 110,452 5,279 8,505
Duties and other taxes payables 21,989 16,657 - -
The non-trade payables due to subsidiaries are unsecured, interest free and repayable on
demand.
16. Revenue
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
Sales of goods 2,797,028 2,521,959 - -
Gross dividends
- subsidiaries - - 114,115 50,938
- others 1,752 399 1,752 399
178
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
Profit before tax is arrived at after charging:
Amortisation of franchise fees 5,061 6,736 - -
Auditors remuneration:
- Statutory audit
KPMG Malaysia 440 352 50 50
KPMG Affiliates 341 254 - -
- Other services 60 75 16 40
Depreciation of property, plant and
equipment 103,350 86,590 1,890 1,536
Impairment loss on:
- goodwill in consolidation - 17 - -
- property, plant and equipment - 10,913 - -
- trade receivables 198 - - -
Loss on disposal of property, plant and
equipment 5,008 3,920 382 -
Rental of land and buildings 162,390 145,533 2,897 3,129
Staff costs (including key management
personnel)
- Contributions to Employees Provident Fund 38,555 34,066 1,712 1,833
- Other employee benefits 136,586 129,262 2,784 4,778
- Retirement benefits 86 270 - -
- Fees 564 556 508 475
- Salaries and wages 292,884 250,902 13,383 11,296
179
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
Directors:
Fees 564 556 508 475
Remuneration 1,142 1,088 1,136 1,078
Benefits-in-kind 158 220 158 220
180
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
The calculation of basic earnings per ordinary share at 31 December 2011 was based on the profit
attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding
calculated as follows:
Group
2011 2010
Profit for the year attributable to shareholders (RM000) 144,005 156,848
181
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The calculation of diluted earnings per ordinary share at 31 December 2011 was based on the profit
attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding
after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
Group
2011 2010
Profit for the year attributable to shareholders (RM000) 144,005 156,848
22. Dividends
Sen Total
per share amount Date of
2011 (net of tax) RM000 payment
2010
Final 2009 ordinary 12.0 23,793 27 May 2010
First interim 2010 ordinary 7.5 14,871 30 September 2010
The Directors do not propose any final dividend for the year ended 31 December 2011.
182
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The Group has three reportable segments, as described below, which are the Groups strategic busi-
ness units. The strategic business units offer different products and services, and are managed sepa-
rately because they require different technology and marketing strategies. For each of the strategic
business units, the Groups Top Management Committee (TMC) reviews internal management reports
on a monthly basis. The following summary describes the operations in each of the Groups reportable
segments:
Segment assets
The total of segment asset is measured based on all assets (including goodwill) of a segment, as in-
cluded in the internal management reports that are reviewed by the Groups TMC.
Segment liabilities
The total of segment liability is measured based on all liabilities of a segment, as included in the internal
management reports that are reviewed by the Groups TMC.
Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant
and equipment, and intangible assets other than goodwill.
183
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
23. Operating segments (contd)
Restaurants Integrated Poultry Ancillary Eliminations Consolidated
2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
Business segments
Total external revenue 2,104,703 1,888,072 586,706 533,397 107,371 100,889 - - 2,798,780 2,522,358
Inter-segment revenue - - 321,128 287,882 293,870 261,425 (614,998) (549,307) - -
Total segment revenue 2,104,703 1,888,072 907,834 821,279 401,241 362,314 (614,998) (549,307) 2,798,780 2,522,358
Segment results 222,341 208,882 8,964 10,383 (9,110) 6,932 222,195 226,197
Unallocated expenses - -
184
Annual Report 2011
Finance costs (6,702) (4,364)
Income tax expense (68,922) (62,131)
Business segments
Segment assets 875,252 772,754 571,734 455,415 391,240 354,863 - - 1,838,226 1,583,032
Segment liabilities 275,788 234,151 250,693 183,109 146,243 108,705 - - 672,724 525,965
Unallocated liabilities 74,022 51,795
185
franchise fees 180,350 163,014 121,723 47,382 41,314 14,728 - - 343,387 225,124
The table below provides an analysis of the various categories of financial instruments:
Carrying
amount L&R AFS
Note RM000 RM000 RM000
2011
Financial assets
Group
Other investments 7 24,282 - 24,282
Trade and other receivables
(excluding current tax assets) 9 162,076 162,076 -
Cash and cash equivalents 10 102,949 102,949 -
289,307 265,025 24,282
Company
Other investments 7 24,282 - 24,282
Trade and other receivables
(excluding current tax assets) 9 169,906 169,906 -
Cash and cash equivalents 10 1,812 1,812 -
186
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
2011
Financial liabilities
Group
Loans and borrowings 12 254,249 254,249
Trade and other payables 15 400,848 400,848
655,097 655,097
Company
Loans and borrowings 12 49,400 49,400
Trade and other payables 15 62,204 62,204
111,604 111,604
Carrying
amount L&R AFS
Note RM000 RM000 RM000
2010
Financial assets
Group
Other investments 7 22,400 - 22,400
Trade and other receivables
(excluding current tax assets) 9 143,982 143,982 -
Cash and cash equivalents 10 131,712 131,712 -
Company
Other investments 7 22,400 - 22,400
Trade and other receivables
(excluding current tax assets) 9 170,233 170,233 -
Cash and cash equivalents 10 3,975 3,975 -
2010
Financial liabilities
Group
Loans and borrowings 12 152,547 152,547
Trade and other payables 15 357,164 357,164
509,711 509,711
Company
Loans and borrowings 12 20,000 20,000
Trade and other payables 15 10,113 10,113
30,113 30,113
187
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
Net (losses)/gains arising on:
Available-for-sale financial assets
- recognised in other
comprehensive income 599 1,521 599 1,521
Loans and receivables 288 434 6,380 5,997
Financial liabilities measured
at amortised cost (6,702) (4,364) (969) (994)
(5,815) (2,409) 6,010 6,524
24.3 Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Market risk
Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Groups exposure to credit risk arises
principally from its receivables from customers. The Companys exposure to credit risk arises
principally from loans and advances to subsidiaries and financial guarantees given to banks for
credit facilities granted to subsidiaries.
Receivables
Risk management objectives, policies and processes for managing the risk
The Group trades only with recognised and trustworthy third parties. It is the Groups policy that
all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis and the Groups exposure to
bad debt is not significant. For transactions that are not denominated in the functional currency
of the relevant operating unit, the Group does not offer credit terms without the specific approval
of the Head of Credit Control.
Exposure to credit risk, credit quality and collateral
The Group does not have any significant exposure to any individual customer or counterparty
nor does it have any major concentration of credit risk related to any financial instruments.
As the Groups transactions are substantially on cash basis, its credit risk is minimal.
188
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Receivables (contd)
Individual
Group Gross impairment Net
RM000 RM000 RM000
2011
Not past due 32,069 - 32,069
Past due 0 30 days 21,876 - 21,876
Past due 31 120 days 10,432 - 10,432
Past due more than 120 days 2,503 (1,026) 1,477
2010
Not past due 24,208 - 24,208
Past due 0 30 days 1,005 - 1,005
Past due 31 120 days 20,477 - 20,477
Past due more than 120 days 2,112 (1,352) 760
The movements in the allowance for impairment losses of receivables during the financial year were:
Group
2011 2010
RM000 RM000
Financial guarantees
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured financial guarantees to banks in respect of banking facilities
granted to certain subsidiaries. The Company monitors on an ongoing basis the results of the
subsidiaries and repayments made by the subsidiaries.
As at the end of the reporting period, there was no indication that any subsidiary would default
on repayment.
The financial guarantees provided were not recognised since the fair value on initial recognition
was not material.
189
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured loans and advances to subsidiaries. The Company monitors
the results of the subsidiaries regularly.
As at the end of the reporting period, the maximum exposure to credit risk was represented by
their carrying amounts in the statement of financial position.
Impairment losses
As at the end of the reporting period, there was no indication that the loans and advances to
the subsidiaries are not recoverable.
The Group manages its debt maturity profile, operating cash flows and the availability of funding
so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall
prudent liquidity management, the Group maintains sufficient levels of cash or cash convertible
investments to meet its working capital requirements. In addition, the Group strives to maintain
available banking facilities of a reasonable level to its overall debt position. As far as possible,
the Group raises committed funding from both capital markets and financial institutions and
prudently balances its portfolio with some short term funding so as to achieve overall cost
effectiveness.
190
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
24. Financial instruments (contd)
2011
Term loans
- secured 12 47,077 3.97 71,249 5,866 6,208 25,129 34,046
- unsecured 12 165,172 4.14 186,962 31,663 34,520 120,779 -
Bankers acceptance unsecured 12 34,000 3.54 34,240 34,240 - - -
Revolving credit unsecured 12 8,000 3.72 8,024 8,024 - - -
Trade and other payables 15 400,848 - 400,848 400,848 - - -
191
655,097 701,323 480,641 40,728 145,908 34,046
2010
Term loans
- secured 12 22,167 4.10 22,988 20,769 502 606 1,111
- unsecured 12 119,698 3.52 143,573 30,829 24,147 88,597 -
Bankers acceptance unsecured 12 5,682 3.23 5,866 5,866 - - -
Revolving credit unsecured 12 5,000 3.47 5,015 5,015 - - -
Trade and other payables 15 357,164 - 357,164 357,164 - - -
192
Company
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest
rates and other prices which will affect the Groups financial position or cash flows.
The foreign currency risk of the Group arises from subsidiaries operating in foreign countries,
which generate revenue and incur costs denominated in foreign currencies. The currency
exposure is primarily Singapore Dollars (SGD), Indian Rupees (Rs), Brunei Dollars (B$) and US
Dollars (USD).
The Group is exposed to foreign currency risk on purchases that are denominated in a currency
other than the respective functional currencies of Group entities. The currencies giving rise to this
risk are primarily US Dollars.
Risk management objectives, policies and processes for managing the risk
The Group does not enter into any hedging activities. Hence, is not exposed to any hedging
risk.
The Groups exposure to foreign currency (a currency which is other than the currency of the
Group entities) risk, based on carrying amounts as at the end of the reporting period was:
Denominated in
Group SGD Rs B$ USD
RM000 RM000 RM000 RM000
2011
Trade and other receivables 976 382 - -
Term loans - unsecured - (11,700) - (31,779)
Trade and other payables (37,341) (742) (1,017) -
The exposure to currency risk of Group entities which functional currency is other than RM is not
material and hence, sensitivity analysis is not presented.
193
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The Groups interest rate risk arises primarily from interest-bearing borrowings. Borrowings at
floating rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates
expose the Group to fair value interest rate risk.
Risk management objectives, policies and processes for managing the risk
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate
borrowings.
The interest rate profile of the Groups and the Companys significant interest-bearing financial
instruments, based on carrying amounts as at the end of the reporting period was:
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
The Group does not account for any fixed rate financial assets and liabilities at fair value
through profit or loss, and the Group does not designate derivatives as hedging instruments
under a fair value hedged accounting model. Therefore, a change in interest rates at the end
of the reporting period would not affect profit or loss.
A change of 50 basis points (bp) in interest rates at the end of the reporting period would
have increased/(decreased) equity and post-tax profit or loss by the amounts shown below.
This analysis assumes that all other variables, in particular foreign currency rates, remained
constant.
Group
Floating rate instruments 796 (796) 532 (532)
Company
Floating rate instruments 174 (174) 75 (75)
194
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Equity price risk arises from the Groups investments in equity securities.
Risk management objectives, policies and processes for managing the risk
Management of the Group monitors the equity investments on a portfolio basis. Material
investments within the portfolio are managed on an individual basis and all buy and sell decisions
are approved by the Risk Management Committee of the Group.
The carrying amounts of cash and cash equivalents, short term receivables and payables and
short term borrowings approximate fair values due to the relatively short term nature of these
financial instruments.
The fair values of other financial assets and liabilities, together with the carrying amounts shown
in the statement of financial position, were as follows:
2011 2010
Carrying Fair Carrying Fair
Group amount value amount value
Note RM000 RM000 RM000 RM000
Quoted shares
- in Malaysia 7 24,282 24,282 22,400 22,400
Term loans - non-current
- secured 12 (46,708) (46,708) (1,610) (1,610)
- unsecured 12 (141,796) (141,796) (104,235) (104,235)
Company
Quoted shares
- in Malaysia 7 24,282 24,282 22,400 22,400
Term loans - non-current
- secured 12 (46,400) (46,400) - -
The following summarises the methods used in determining the fair value of financial instruments
reflected in the above table.
The fair values of financial assets that are quoted in an active market are determined by reference
to their quoted closing bid price at the end of the reporting period.
195
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Fair value, which is determined for disclosure purposes, is calculated based on the present value
of future principal and interest cash flows, discounted at the market rate of interest at the end of
the reporting period.
The interest rates used to discount estimated cash flows, where applicable, were as follows:
2011 2010
Group
Loans and borrowings 2.72% - 10.75% 2.55% 5.15%
Company
Loans and borrowings 3.97% 4.08%
Comparative figures were not presented for 31 December 2010 by virtue of the exemption
provided in paragraph 44G of FRS 7.
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The Groups objectives when managing capital is to maintain a strong capital base and safeguard the
Groups ability to continue as a going concern, so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Directors monitor and determine to maintain an
optimal debt-to-equity ratio that complies with debt covenants and regulatory requirements.
196
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
There were no changes in the Groups approach to capital management during the financial year.
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to
maintain a consolidated shareholders equity equal to or not less than the 25 percent of the issued and
paid-up capital (excluding treasury shares) and such shareholders equity is not less than RM40 million.
The Company had complied with this requirement.
The Group is also required to maintain a maximum debt-to-equity ratio of 2.0 to comply with a bank
covenant, failing which, the bank may call an event of default. The Group has complied with this
covenant.
Leases as lessee
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
The Group and the Company has entered into non-cancellable operating lease agreements for the
use of land and buildings. These leases have an average term of fifteen (15) years with no renewal or
purchase option included in the contracts. Certain contracts include escalation clauses or contingent
rental arrangements computed based on sales achieved while others include fixed rentals for an average
of three (3) years. There are no restrictions placed upon the Group and the Company by entering into
these leases.
197
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Unsecured
Corporate guarantees in favour of various financial institutions in respect
of credit facilities extended to and performance by certain subsidiaries 231,911 141,958
For the purposes of these financial statements, parties are considered to be related to the Group or
the Company if the Group or the Company has the ability, directly or indirectly, to control the party or
exercise significant influence over the party in making financial and operating decisions, or vice versa, or
where the Group or the Company and the party are subject to common control or common significant
influence. Related parties may be individuals or other entities.
Key management personnel are defined as those persons having authority and responsibility for planning,
directing and controlling the activities of the Group either directly or indirectly. The key management
personnel includes all the Directors of the Group, and certain members of senior management of the
Group.
The significant related party transactions of the Group and the Company, other than key management
personnel compensation (disclosed in Note 19), were as follows:
Transaction value
for year ended
31 December
Group 2011 2010
RM000 RM000
Ultimate holding corporation
Rendering of services 268 116
Holding companies
Sale of goods - 3
Related companies
Gross dividends 1,752 399
Sale of goods 100,473 96,836
Purchase of goods 7,654 14,725
Purchase of apparels 43 -
Purchase of balloons 8 8
Purchase of printing, publication materials 109 69
Purchase of souvenir and gifts 8 9
Rendering of services 5,027 7,597
Interest payable - 139
Allocation of expenses 6,087 5,831
Management fees income 2,993 4,061
Equipment rental payable 133 224
198
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Related parties
Rendering of services 312 165
Purchase of goods 524 -
Company
Ultimate holding corporation
Rendering of services 103 64
Subsidiaries
Gross dividends 114,115 50,938
Management fees income 22,986 29,670
Interest receivable 6,380 5,997
Related companies
Gross dividends 1,752 399
Management fees income 2,993 4,061
Rendering of services 2,521 2,250
Rental income 210 210
Purchase of souvenir and gifts 5 4
Purchase of equipment 27 -
Related parties
Rendering of services 35 26
There were no material outstanding balances as at reporting period other than that disclosed in
Note 9 and Note 15.
There was no impairment loss provided in respect of these balances outstanding at year end.
199
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
(i) On 1 November 2010, the Company announced that it had via its wholly-owned subsidiary,
Ayamas Food Corporation Sdn Bhd, entered into Sale and Purchase of Shares Agreements for the
acquisition of:
a. 90.0% of the issued and paid-up share capital of Southern Poultry Farming Sdn Bhd;
b. 84.8% of the issued and paid-up share capital of Synergy Poultry Farming Sdn Bhd;
c. 90.0% of the issued and paid-up share capital of Ventures Poultry Farm Sdn Bhd; and
d. 100% of the issued and paid-up share capital of Agrotech Farm Solutions Sdn Bhd
for a total cash consideration of RM1,111,951. These acquisitions were completed on 14 January
2011.
(ii) On 11 March 2011, the Company announced that it had via its wholly-owned subsidiary, Ayamas
Shoppe Sdn Bhd, incorporated a company, ie. Ayamas Shoppe (Sabah) Sdn Bhd pursuant to the
Joint Venture Agreement dated 27 October 2010 with Rastamas Trading Sdn Bhd for the purpose
of operating Kedai Ayamas business in Sabah.
(iii) On 2 August 2011, the Company announced that it had through KFC Marketing Sdn Bhd entered
into a Sale and Purchase of Shares incorporating Shareholders Agreement with Ayamazz Sdn Bhd
and Mohamed Hashim bin Mohd Kamil (Intrapreneur).
During the year, the Group disposed off 10% of its interest in Ayamazz Sdn Bhd for a cash
consideration of RM50,000.
These acquisitions have the following effect on the Groups assets and liabilities on acquisition date:
Recognised
values on
acquisition
RM000
Property, plant and equipment 18
Inventories 761
Trade and other receivables 16
Cash and cash equivalents 1,248
Current tax assets 74
Trade and other payables (1,204)
Non-controlling interests (619)
200
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
(i) On 18 September 2009, the Company announced that it had entered into a Share Sale Agreement for
the acquisition of the entire equity interest in KFCIC Assets Sdn Bhd (formerly known as Paramount
Management Sdn Bhd) and KFCH Education (M) Sdn Bhd (formerly known as Paramount Holdings
(M) Sdn Bhd), comprising 500,000 ordinary shares each and the entire equity interest in Gratings
Solar Sdn Bhd comprising 200,000 ordinary shares, at a total cash consideration of RM6.5 million.
The acquisition was completed on 29 January 2010.
(ii) On 16 July 2010, the Company announced that it had jointly with QSR Brands Bhd established a
non-governmental and non-profitable company, i.e. Yayasan Amal Bistari for the primary purposes
of regulating and driving all Corporate Responsibility endeavours and programmes.
(iii) On 4 October 2010, the Company announced that it had acquired the entire issued and paid-up
share capital of Cemerlang Sinergi Sdn Bhd and Efinite Revenue Sdn Bhd comprising 2 ordinary
shares of RM1.00 each and at a total cash consideration of RM2.00, for each of the companies.
(iv) On 27 October 2010, the Company via its wholly-owned subsidiary, Ayamas Shoppe Sdn Bhd,
acquired the entire issued and paid-up share capital of Ayamas Shoppe (S) Pte Ltd comprising 2
ordinary shares of SGD1.00 each for a total cash consideration of SGD2.00.
(v) On 18 November 2010, the Company announced that it had via its subsidiary, KFC (B) Sdn Bhd,
incorporated a subsidiary in Brunei, i.e. Ayamas Shoppe (Brunei) Sendirian Berhad.
(vi) On 13 December 2010, the Company announced that it had via its subsidiary, Pune Chicken
Restaurants Private Limited, entered into a Share Purchase Agreement for the acquisition of the
entire equity interest in Kernel Foods Private Limited for a cash consideration of Rs. 12,00,000/-
(Rupees Twelve Lacs only) amounted to approximately RM83,565.
These acquisitions have the following effect on the Groups assets and liabilities on acquisition date:
Recognised
values on
acquisition
RM000
201
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
The effect of net profits and net assets contributed by these companies is not material in relation to the
consolidated net profit and net assets of the Group for the year.
Acquisition-related costs
The Groups acquisition-related costs in relation to external legal fees have been included in other
expenses in the Groups consolidated statement of comprehensive income and are not material to the
Groups net profit for the year.
(i) On 19 September 2011, the Company announced the re-organisation of its group structure
resulting in the Company purchasing the following subsidiaries:
Cost
Target Companies Vendor RM000
KFC (Sarawak) Sdn Bhd KFC (East Malaysia) Sdn Bhd 2,198
KFC (Sabah) Sdn Bhd KFC (East Malaysia) Sdn Bhd 4,363
KFC (Peninsular Malaysia) Sdn Bhd KFC Restaurants Holdings Sdn Bhd 9,250
Kentucky Fried Chicken (Malaysia) KFC Restaurants Holdings Sdn Bhd 2,406
Sendirian Berhad
Asburys (Malaysia) Sdn Bhd KFC Restaurants Holdings Sdn Bhd 1,145
WQSR Holdings (S) Pte Ltd KFC Restaurants Holdings Sdn Bhd 10,000
KFC (East Malaysia) Sdn Bhd KFC Restaurants Holdings Sdn Bhd 6,038
Ayamas Shoppe Sdn Bhd Ayamas Food Corporation Sdn Bhd 1,829
Rasamas Holdings Sdn Bhd Ayamas Food Corporation Sdn Bhd 3,000
40,229
(ii) Reference is made to the announcement made by the Company in relation to the letter of offer by
Massive Equity Sdn Bhd (MESB) dated 14 December 2011, wherein MESB stated its intention to
acquire the entire business and undertaking of KFC, including all assets and liabilities of KFC, at an
aggregate cash consideration equivalent to:-
(a) RM4.00 per ordinary share of RM0.50 each held in KFC (KFC Share) multiplied by the total
outstanding KFC Shares (less treasury shares, if any) at a date to be determined later; and
(b) RM1.00 per warrant of KFC (KFC Warrant) multiplied by the total outstanding number of KFC
Warrants in issue at a date to be determined later.
MESB had also on even date made an offer to acquire substantially all the business and undertaking
of QSR Brands Bhd (QSR), including substantially all of the assets and liabilities of QSR (QSR
Offer). The KFC Offer and the QSR Offer are inter-conditional.
The Company had on 21 December 2011 announced that the Board (save for the Interested
Directors under the KFC Offer) had considered, inter-alia, the views of the Main Adviser and
the Independent Adviser and all other relevant aspects of the KFC Offer. Pursuant thereto, the
Independent Directors of KFC had agreed to accept the KFC Offer subject to further negotiations
and mutual agreement on terms and conditions to be incorporated into the definitive sale and
purchase agreement.
The KFC Offer is in the midst of being implemented for Shareholders and Warrantholders approval,
with the details to be announced in due course.
202
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Notes to the Financial Statements
Pursuant to Paragraph 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements, the
breakdown of the retained earnings of the Group and of the Company as at 31 December, into realised
and unrealised profits were as follows:
Group Company
2011 2010 2011 2010
RM000 RM000 RM000 RM000
Total retained earnings of the Company
and its subsidiaries:
- realised 588,019 471,260 223,490 177,739
- unrealised (57,612) (35,140) (1,120) (640)
530,407 436,120 222,370 177,099
Add: Consolidation adjustments 45,613 46,106 - -
The determination of realised and unrealised profits is based on the Guidance of Special Matter No.1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to
Bursa Malaysia Securities Berhad Listing Requirements, issued by Malaysian Institute of Accountants
on 20 December 2010.
203
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Statement by Directors
pursuant to Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 131 to 202 are drawn up in
accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a
true and fair view of the financial position of the Group and of the Company at 31 December 2011 and of
their financial performance and cash flows for the financial year then ended.
In the opinion of the Directors, the information set out in Note 32 to the financial statements has been compiled
in accordance with the Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits
or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,
issued by the Malaysian Institute of Accountants, and presented based on the format prescribed by Bursa
Malaysia Securities Berhad.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Kuala Lumpur
Statutory Declaration
pursuant to Section 169(16) of the Companies Act, 1965
I, Sheik Sharufuddin bin Sheik Mohd, being the Officer primarily responsible for the financial management
of KFC Holdings (Malaysia) Bhd, do solemnly and sincerely declare that the financial statements set out on
pages 131 to 203 are, to the best of my knowledge and belief, correct and I make this solemn declaration
conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations
Act, 1960.
Subscribed and solemnly declared by the above named in Kuala Lumpur on 7 March 2012.
Before me:
Faridah binti Abdul Hamid (W420)
Commissioner for Oaths
204
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Independant AuditorsReport
to the members of KFC Holdings (Malaysia) Bhd
We have audited the financial statements of KFC Holdings (Malaysia) Bhd, which comprise the statements
of financial position as at 31 December 2011 of the Group and of the Company, and the statements of
comprehensive income, changes in equity and cash flows of the Group and of the Company for the year
then ended, and a summary of significant accounting policies and other explanatory information, as set out
on pages 131 to 202.
The Directors of the Company are responsible for the preparation of financial statements that give a true
and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia,
and for such internal control as the Directors determine are necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on our judgement, including the assessment of
risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider internal control relevant to the entitys preparation of financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting
Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial
position of the Group and of the Company as of 31 December 2011 and of their financial performance and
cash flows for the year then ended.
205
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Independant AuditorsReport
to the members of KFC Holdings (Malaysia) Bhd
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
a) In our opinion, the accounting and other records and the registers required by the Act to be kept by
the Company and its subsidiaries of which we have acted as auditors have been properly kept in
accordance with the provisions of the Act.
b) We have considered the accounts and the auditors reports of all the subsidiaries of which we have not
acted as auditors, which are indicated in Note 6 to the financial statements.
c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Companys
financial statements are in form and content appropriate and proper for the purposes of the preparation
of the financial statements of the Group and we have received satisfactory information and explanations
required by us for those purposes.
d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The
information set out in Note 32 to the financial statements has been compiled by the Company as required
by the Bursa Malaysia Securities Berhad Listing Requirements. We have extended our audit procedures to
report on the process of compilation of such information. In our opinion, the information has been properly
compiled, in all material respects, in accordance with the Guidance of Special Matter No.1, Determination of
Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities
Berhad Listing Requirements, issued by the Malaysian Institute of Accountants and presented based on the
format prescribed by Bursa Malaysia Securities Berhad.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other
person for the content of this report.
Petaling Jaya
206
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
AGRICULTURAL PROPERTIES
SELANGOR
Geran 24766 Lot 1462, Mukim Beranang 15/12/2010 22 Freehold - 63 acres Breeder farm 13,043
Daerah Hulu Langat
HS (D) 20746 PT153 15/12/2010 13 Leasehold 25/01/2105 32 acres Breeder farm & hatchery 9,684
Bandar Baru Salak Tinggi, District of Sepang
KEDAH
Geran 34780 Lot 1908, Mukim Sidam Kiri 27/11/2011 9 Freehold - 47.28 acres Breeding farm & hatchery 15,249
207
Daerah Kuala Muda, Kedah
Geran 22067 Lot 3468, Mukim Linggi 15/12/2010 21 Freehold - 55 acres Breeder farm 5,222
Daerah Port Dickson
Geran 6348 PT 2149, Mukim Lenggeng 15/12/2010 21 Freehold - 20 acres Breeder farm 2,939
List of Properties Held
Daerah Seremban
Lot 559 Mukim Gemencheh, Daerah Tampin 15/12/2010 15 Freehold - 30,557 Breeder farm 4,805
HS (D) 5977-5980 PT 924-927 15/12/2010 - Freehold - 20 acres Vacant land for future expansion 1,362
Mukim Titian Bintangor, Daerah Rembau
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
MELAKA
Lots 1375-1397, 1689 and 1706 15/12/2010 21 Freehold - 151 acres Breeder farm 9,760
Mukim Ayer Paabas, Daerah Alor Gajah
PM 1026 Lot 2294, Mukim Machap 15/12/2010 16 Leasehold 27/05/2038 6 acres Contract broiler farming 203
Daerah Alor Gajah
JOHOR
Mukim of Mersing, District of Johor 15/12/2010 - Freehold - 855 acres Vacant land and oil palm estate 44,000
Part of Lot land held under PTD 9374 02/11/2011 1 Leasehold 16/08/2081 400 acres Broiler farms 33,007
208
HSD 14897 Mukim Bukit Batu
COMMERCIAL PROPERTIES
List of Properties Held
PERLIS
9 Persiaran Putra Timur Satu 15/12/2010 17 Leasehold 25/09/2092 2,660 Double-storey intermediate 368
02000 Kuala Perlis shophouse for storage and
accommodation
KEDAH
Lot No 269 Pekan Dindong 15/12/2010 17 Freehold - 3,260 3-storey intermediate shopoffice 443
07000 Kuah Langkawi for warehouse, commissary and
staff hostel
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
KEDAH (contd)
45 Arked Pokok Asam, Langkawi Mall 15/12/2010 16 Freehold - 4,077 Double-storey corner shophouse 648
07000 Kuah, Langkawi for restaurant
46 & 47 Lengkok Cempaka 1 15/12/2010 13 Freehold - 7,220 3-storey corner and intermediate 475
Persiaran Cempaka, 08000 Amanjaya shopoffices for restaurant and hostel
No. 5 Bangunan Joota Brothers 10/10/2011 21 Freehold - 1,240 2-storey shopoffice for restaurant 495
Jalan Sungai Korok, 06000 Jitra
PULAU PINANG
209
34 Jalan Mahsuri, 11950 Bandar Bayan Baru 15/12/2010 19 Leasehold 15/05/2090 7,176 Double-storey shophouse 2,656
Unit No G-103 Megamal Pinang 15/12/2010 15 Leasehold 04/07/2094 3,342 Ground floor of a shopping complex 1,683
2828 Jalan Baru, Bandar Perai Jaya for restaurant
13600 Seberang Perai Tengah
Parcel No S-C1-05, Pusat Bandar 15/12/2010 8 Freehold - 2,798 Double-storey intermediate 247
Nibong Tebal, 14300 Pulau Pinang shophouse for restaurant
1-5G, 1-6G & 1-9G, Eden Parade 15/12/2010 11 Freehold - 4,397 3 adjoining ground and mezzanine 1,512
Jalan Sungai Emas, 11100 Batu Ferringhi floors of a shopping complex
for restaurant
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
GF-12A Queensbay Mall 15/12/2010 6 Freehold - 5,870 Ground floor of a shopping complex 6,848
100 Persiaran Bayan Indah for restaurant
11900 Bayan Lepas, Pulau Pinang
Geran No. 23532 Lot 599 15/12/2010 - Freehold - 30,453 Plot of land with a colonial heritage 9,600
Seksyen 5 Bandar Georgetown bungalow
No.10-A Jln Masjid Negeri
11600 Daerah Timor Laut, Penang
PERAK
210
79 Jalan Dato Lau Pak Khuan 15/12/2010 41 Freehold - 4,980 Double-storey intermediate 589
158 Jalan Idris, 31900 Kampar 15/12/2010 27 Freehold - 7,542 3-storey shopoffice for restaurant 589
PTD 217643 Jalan Kuala Kangsar 15/12/2010 - Freehold - 43,561 Vacant land for restaurants 6,717
Daerah Hulu Kinta, Klebang, Ipoh
SELANGOR
18A Ground Floor, Jalan SS6/3 15/12/2010 23 Freehold - 1,490 Ground floor of a 5-storey 801
Kelana Jaya, 47301 Petaling Jaya shophouse for retail outlet
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
SELANGOR (contd)
60 & 62 Jalan PJS 11/28A, Bandar Sunway 15/12/2010 16 Leasehold 11/03/2095 15,237 2 units of 4-storey shopoffice 4,719
46150 Petaling Jaya & 28/12/2092 for restaurant, office and hostel
9 Jalan Taiping, 41400 Klang 15/12/2010 31 Freehold - 12,202 4-storey corner shophouse 1,963
for restaurant and staff hostel
18 & 20 Jalan Sulaiman, 43000 Kajang 15/12/2010 30 Freehold - 17,088 4-storey shophouse for restaurant 4,667
Lot PT 12209, Mukim Damansara 15/12/2010 - Leasehold 01/11/2092 95,788 Vacant land for restaurant 7,902
Daerah Petaling
211
2105 Jalan 3/1, Bandar Baru Sungai Buloh 15/12/2010 22 Leasehold 13/03/2087 2,423 Double-storey shophouse for 639
68000 Ampang
Lot PT 5665, Pekan Puchong Perdana 15/12/2010 - Leasehold 28/05/2108 5,000 Vacant land for restaurant 3,959
Daerah Petaling
Blok B Jalan Prima 5/5 15/12/2010 9 Freehold - 5,968 4-storey shopoffice 4,181
Persiaran Prima Utama, Taman Puchong Prima
47100 Puchong
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
212
Annual Report 2011
Lot PT 6878, Jalan 8/27A Wangsa Maju 15/12/2010 9 Leasehold 19/04/2083 11,768 Single-storey building for restaurants 12,738
53300 Kuala Lumpur
No. 23 & 24 Jalan 54, Desa Jaya Kepong 15/12/2010 29 Leasehold 08/03/2081 13,587 2 adjoining units of 4-storey 3,619
List of Properties Held
NEGERI SEMBILAN
26 Jalan Dato Sheikh Ahmad 15/12/2010 27 Freehold - 3,000 Double-storey corner shophouse 812
70000 Seremban for retail outlet and staff hostel
20 & 21 Jalan Dato Sheikh Ahmad 15/12/2010 31 Freehold - 7,812 2 adjoining units of 4-storey 2,136
70000 Seremban shophouse for restaurant and hostel
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
Lot Nos PT 8241 to 8249 & 8262 15/12/2010 - Freehold - 119,946 Vacant land (for shoplot and 3,400
Mukim Rantau, Daerah Seremban commercial complex)
Negeri Sembilan
213
PT 12172, Jalan BBN 1/1F Putra Point 15/12/2010 15 Freehold - 5,386 3-storey shophouse for restaurant 423
MELAKA
9 Jalan PPM 9, Plaza Pandan Malim 15/12/2010 14 Leasehold 09/06/2095 5,818 4-storey intermediate shophouse 621
75250 Melaka for restaurant and staff hostel
555 Plaza Melaka, Jalan Hang Tuah 15/12/2010 25 Freehold - 9,990 4 -storey corner shophouse 1,182
75300 Melaka with mezzanine floor for restaurant
PM 222 Lot No. 4260, Mukim Bukit Katil 15/12/2010 - Leasehold 14/09/2077 42,851 Vacant land for restaurants 3,123
Daerah Melaka Tengah
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
MELAKA (contd)
No. 37 Jalan BBP1 04/01/2011 9 Leasehold 28/06/2108 1,389 Ground floor of a 2-storey 381
Taman Batu Berendam Putra shopoffice for restaurant
75350 Batu Berendam, Melaka
JOHOR
11 Jalan Sri Perkasa 2/1 15/12/2010 15 Leasehold 13/04/2094 4,620 3-storey intermediate shophouse 371
Taman Tampoi Utama, 81200 Johor Bahru for restaurant and staff hostel
1 & 1-1 Jalan Niaga, Pusat Perniagaan 15/12/2010 12 Leasehold 14/05/2085 2,926 Corner unit of double-storey 910
Jalan Mawai, 81900 Kota Tinggi shophouse for restaurant
214
Annual Report 2011
HS(D) 367670 PTD 104984 15/12/2010 - Freehold - 75,229 Vacant commercial land 4,100
Damansara Aliff 2, Mukim Tebrau, Johor Bahru
Lot 590 & Lot 591, PTD 171459 Taman Perling 15/12/2010 - Freehold - 45,000 Vacant land for restaurant 8,400
List of Properties Held
No.1 & 1A Jalan Resam 13 15/12/2010 2 Freehold - 6,987 3-storey corner shophouse 853
Taman Bukit Tiram
No. 3, 3A & 3B Jalan Resam 13 15/12/2010 2 Freehold - 4,620 3-storey intermediate shophouse 528
Taman Bukit Tiram
No. 43 Jalan Sejambak 14, Taman Bukit Dahlia 07/12/2011 - Leasehold 30/06/2103 3,080 Vacant land for restaurant 509
81700 Pasir Gudang, Johor
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
JOHOR (contd)
No. 2 Jalan Bandar 1 11/11/2011 1 Leasehold 16/07/2101 5,280 3-storey shopoffice for restaurant 669
Pusat Bandar Baru Ayer Hitam
86100 Ayer Hitam, Johor
No. 1 Jalan Bandar 1 11/11/2011 1 Leasehold 16/07/2101 9,936 3-storey shopoffice for restaurant 1,279
Pusat Bandar Baru Ayer Hitam
86100 Ayer Hitam, Johor
Part of PTD 84134, Bandar Dato Onn 16/06/2011 - Freehold - 2 acres Vacant commercial land 5,904
Johor Bahru
215
Part of C9 Taman Damansara Aliff 25/05/2011 1 Freehold - 41,295 Single storey building for KFC 6,171
TERENGGANU
List of Properties Held
10 Persiaran Melor, Kijal Beach Resort 15/12/2010 17 Leasehold 25/11/2101 3,300 Double-storey intermediate 406
24100 Kijal shophouse for restaurant
PAHANG
Retail 1 & 2 Ground Floor 15/12/2010 7 Leasehold 29/08/2106 2,878 2 contiguous parcels of ground 1,146
Bangunan Baru UMNO Pekan, 26600 Pekan floor retail lots within a 6-storey
commercial complex
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
SABAH
Lot 25 Block 3 Bornion Centre, Jalan Kolam 15/12/2010 27 Leasehold 15/05/2915 5,710 3-storey corner shophouse 1,345
88300 Kota Kinabalu for restaurant and hostel
SINGAPORE
18 Yung Ho Road, Singapore 618591 15/12/2010 36 Leasehold 16/12/2036 2,912 Purpose Built single-storey building 5,294
for restaurant
BRUNEI
EDR BD 44812 Lot 51759 17/02/2011 - Freehold - 0.494 acres Vacant land for restaurant 1,122
216
Kampong Sengkurong
PULAU PINANG
2718 Jalan Seladang Alma 15/12/2010 23 Freehold - 47,376 Single-storey factory with 3,744
14000 Bukit Mertajam double-storey office block
for processing plant
29 & 31 Lorong IKS, Juru 3, IKS Juru 15/12/2010 15 Freehold - 5,960 2 adjoining units of a 1-storey 1,359
14100 Simpang Ampat semi-detached factories for
Seberang Perai Selatan commissary and warehouse
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
Lot 1136 Mukim 602, Seberang Perai Tengah 10/02/2011 - Freehold - 8.231 acres Vacant land for processing plant 8,909
Penang
SELANGOR
Lot 5 Jalan 51A/223, 46675 Petaling Jaya 15/12/2010 24 Leasehold 18/11/2067 27,930 Single-storey detached factory 7,256
with 4-storey office block
Lot 20153 Jalan Pelabuhan Utara 15/12/2010 25 Leasehold 17/12/2086 124,031 Land and factory buildings for 39,511
42000 Pelabuhan Klang primary processing and further
processing plants
217
17, 19 & 21 Jalan Pemaju U1/15 15/12/2010 14 Freehold - 169,200 Industrial complex 39,062
Lot 166 Jalan Pemaju U1/15 15/12/2010 - Freehold - 205,603 Vacant land for future expansion 21,600
List of Properties Held
KEDAH
Mukim of Sungai Petani/Sungai Pasir 15/12/2010 - Freehold - 45,900 Vacant industrial/residential land, 13,124
District of Kedah square residential and commercial properties
metres
Date of Age of Net Book
Valuation/ building Value
Location Acquisition (year) Tenure Expiry Date Area (sq ft) Description (RM000)
JOHOR
PLO 398 Kilang Siapbina PKENJ 15/12/2010 21 Leasehold 18/04/2050 24,057 Land and factory buildings for 2,149
Jalan Perak, Kawasan Perindustrian contract manufacturing
Pasir Gudang, 81770 Pasir Gudang and warehouse
SABAH
Lot 43A Karamunsing Warehouse 15/12/2010 26 Leasehold 22/01/2901 11,832 3-storey corner warehouse and office 2,103
88000 Kota Kinabalu
Lot 5 Lorong Tembaga Tiga 15/12/2010 11 Leasehold 29/05/2101 18,287 1-storey semi-detached warehouse 1,469
Kawasan MIEL KKIP Selatan
218
Kota Kinabalu Industrial Park Menggatal
RESIDENTIAL PROPERTIES
List of Properties Held
PAHANG
Unit No 3556 Block B 15/12/2010 24 Freehold - 1,399 Condominium for staff training and 318
Awana Golf & Country Resort recreation
69000 Genting Highlands
Unit No A7-22 (P) 15/12/2010 17 Freehold - 2,386 Condominium for staff training and 299
Amber Court Villa DGenting Resort recreation
69000 Genting Highlands
Unit No B1-22 (P) 15/12/2010 17 Freehold - 2,429 Condominium for staff training and 304
Amber Court Villa DGenting Resort recreation
69000 Genting Highlands
219
Every member of the Company present in person or by proxy shall have one vote on a show of hand and in
the case of a poll shall have one vote for every share of which he/she is the holder.
DISTRIBUTION OF SHAREHOLDERS
No. of No. of
Size of Shareholdings Shareholders % Shares %
SUBSTANTIAL SHAREHOLDERS
Direct Indirect
No. of KFCH No. of KFCH
Shareholder Shares held % Shares held %
Notes:
*i
Deemed interested via interest in QSR Ventures Sdn Bhd pursuant to Section 6A of the Companies Act
1965 (the Act).
*ii
Deemed interested via interest in QSR Brands Bhd pursuant to Section 6A of the Act.
*iii
Deemed interested via interest in Kulim (Malaysia) Berhad pursuant to Section 6A of the Act.
DIRECTORS DIRECT AND INDIRECT INTERESTS IN THE COMPANY AND ITS RELATED
CORPORATIONS
Save as disclosed below, none of the Directors has any interest, direct or indirect, in the Company and its
related corporations.
In the Company
Direct Indirect
Director No. of Shares % No. of Shares %
Hassim bin Baba 100 * - -
Notes
* Insignificant
220
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Analysis of Shareholdings
as at 2 April 2012
Direct Indirect
Director No. of shares % No. of shares %
Hassim bin Baba 32 * - -
Datin Paduka Siti Sadiah binti Sheikh Bakir 1,000 * - -
Notes
* Insignificant
Direct Indirect
Director No. of shares % No. of shares %
Ahamad bin Mohamad 963,400 0.08 - -
Datin Paduka Siti Sadiah binti Sheikh Bakir 278,000 0.02 - -
221
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Analysis of Shareholdings
as at 2 April 2012
222
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Analysis of Warrant Holdings
as at 2 April 2012
No. of No. of
Size of Warrantholdings No. of Warrantholders % Warrants %
DIRECTORS DIRECT AND INDIRECT INTERESTS IN THE COMPANY AND ITS RELATED
CORPORATIONS
Save as disclosed below, none of the Directors has any interest, direct or indirect, in the Company and its
related corporations.
In the Company
Direct Indirect
Director No. of warrants % No. of warrants %
Hassim bin Baba 16 * - -
Notes
* Insignificant
Direct Indirect
Director No. of warrants % No. of warrants %
Hassim bin Baba 32 * - -
Notes
* Insignificant
Direct Indirect
Director No. of warrants % No. of warrants %
Datin Paduka Siti Sadiah
binti Sheikh Bakir 34,750 0.02 - -
223
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
Analysis of Warrant Holdings
as at 2 April 2012
224
KFC Holdings (Malaysia) BHD (65787-T)
Annual Report 2011
KFC Holdings (Malaysia) Bhd (65787-T)
Form of Proxy No. of ordinary shares CDS account no. of authorised
32nd Annual General Meeting Nominee
I/ We, ...............................................................................................................................................................................
(Full name and NRIC No. / Company No. in capital letters)
of .....................................................................................................................................................................................
(Full address in capital letters and telephone no.)
..................................................................................................................................................................................................................................................
being a member/ members of KFC Holdings (Malaysia) Bhd (Company), hereby appoint .................................................
..................................................................................................................................................................................................................................................
(Name of proxy as per NRIC, in capital letters)
of .....................................................................................................................................................................................
(Full address in capital letters)
of .....................................................................................................................................................................................
(Full address in capital letters)
or failing him/her, the Chairman of the meeting as my/ our proxy to vote for me/ us and on my/ our behalf at the 32nd
Annual General Meeting (AGM) of the Company to be held at Level 3, Wisma KFC, No 17, Jalan Sultan Ismail, 50250
Kuala Lumpur on Tuesday, 22 May 2012 at 11:30 a.m. or any adjournment thereof in respect of my/ our holdings of shares
in the manner indicated below:
FOR AGAINST
Resolution 1 Financial Statements and Reports
Resolution 2 Payment of Directors Fees
Re-election of Directors:-
Resolution 3 Ahamad bin Mohamad
Resolution 4 Datuk Ismee bin Ismail
Resolution 5 Hassim bin Baba
Resolution 6 YAM Tengku Sulaiman Shah Alhaj Ibni Almarhum Sultan Salahuddin
Abdul Aziz Shah Alhaj
Resolution 7 Re-appointment of Messrs KPMG as Auditors of the Company
Resolution 8 Resolution pursuant to Section 132D of the Companies Act 1965
Resolution 9 Resolution pursuant to the Proposed Renewal of the Share Buy-
Back Authority
Resolution 10 Resolution pursuant to the Proposed Shareholders Mandate for the
recurrent related party transactions of a revenue or trading nature
with related parties
(Please indicate with a () in the appropriate box whether you wish your vote to be cast for or against the resolution. In the absence of specific direction, your
proxy will vote or abstain as he thinks fit. However, if more than one proxy is appointed, please specify the number of shares represented by each proxy, failing
which the appointment shall be invalid)
....................................................................
Signature(s)/ Common Seal of Shareholder(s) Dated this ............. day of. ............ 2012
Notes:
1. A member of the Company entitled to be present and vote at the above AGM may appoint a proxy or proxies to be present and vote instead of him.
A Proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 need not be complied
with.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in writing or if the appointor is a
corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
3. A member of the Company may appoint more than two (2) proxies to attend the AGM. Where a member of the Company appoints two (2) or more
proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholdings to be represented by each proxy.
4. Where a member of the Company is an authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, he may appoint
at least one (1) proxy in respect of each securities account he holds with ordinary shares of the Company standing to the credit of the said securities
account.
5. Where a member of the Company is an exempt authorized nominee as defined under the Securities Industry (Central Depositories) Act, 1991, there
will be no limit to the number of proxies which the exempt authorized nominee may appoint.
6. Any alteration made in this form should be initialed by the person who signs it.
7. The Proxy Form and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority
must be deposited at Tricor Investor Services Sdn Bhd, Level 17, The 225 Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
KFC Holdings (Malaysia) BHD (65787-T)
Lumpur not less than forty-eight (48) hours before the time for holding the meeting
Annual Report 2011 or any adjournment thereof.
AFFIX
STAMP
HERE