YTLPowerInternationalBerhad AnnualReport2017

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BUILDING THE RIGHT THING

Annual Report 2017


BUILDING THE RIGHT THING
Our work stands the test of time by turning the right opportunity into
the right thing and the right thing into lasting value. YTL is about
building value that is not simply lasting, but is worthy of lasting.

C O N T
CORPORATE REVIEW
2 Chairman’s Statement

6 Corporate Events

9 Management Discussion & Analysis

33 Sustainability Statement

44 Notice of Annual General Meeting


48 Statement Accompanying Notice of Annual General Meeting

49 Corporate Information

50 Profile of the Board of Directors

55 Profile of Key Senior Management

56 Statement of Directors’ Responsibilities

57 Audit Committee Report

60 Nominating Committee Statement

66 Statement on Corporate Governance

71 Statement on Risk Management & Internal Control

75 Disclosure of Recurrent Related Party Transactions


of a Revenue or Trading Nature

76 Analysis of Share/Warrant Holdings

80 Statement of Directors’ Interests

84 List of Properties
E N T S
FINANCIAL STATEMENTS
86 Directors’ Report

98 Statement by Directors

98 Statutory Declaration

99 Independent Auditors’ Report

107 Income Statements


108 Statements of Comprehensive Income

109 Statements of Financial Position

111 Consolidated Statement of Changes in Equity

113 Company Statement of Changes in Equity

114 Statements of Cash Flows

116 Notes to the Financial Statements

• Form of Proxy
2 YTL POWER INTERNATIONAL BERHAD

CHAIRMAN’S
STATEMENT

OVERVIEW
YTL Power International Berhad (“YTL Power”) and its
subsidiaries (“Group”) recorded a stable set of results for the
financial year under review. Although the merchant multi-
utilities business in Singapore recorded lower revenue, mainly
due to a decrease in electricity units sold, this was offset by
lower operating and interest expenses, resulting in higher profit
before tax for the segment. The Group’s water and sewerage
business in the United Kingdom (UK) saw a decrease in revenue
and profit before tax as a result of the strengthening of the
Malaysian Ringgit against the British Pound, whilst the mobile
broadband network segment registered improved performance
arising from the launch of nationwide 4G LTE services.

The Malaysian economy grew at a slower pace with gross


domestic product (GDP) growth of 4.2% for the 2016 calendar
year, compared to 5.0% in 2015 driven by domestic demand,
supported mainly by sustained private sector spending. The
economy registered stronger GDP growth of 5.7% for the first
half of 2017, mainly resulting from more robust expansion in
domestic demand. Meanwhile, in other major economies where
the Group operates, the UK registered growth of approximately
1.8% during 2016, with the first and second quarters of the
2017 calendar year showing growth of 0.2% and 0.3%,
respectively. Singapore’s economy grew 1.8% in 2016, with
growth of approximately 2.5% for the first half of the 2017
calendar year (sources: Ministry of Finance Malaysia, Bank Negara Malaysia, TAN SRI DATO’ SERI (DR) YEOH TIONG LAY
Singapore Ministry of Trade & Industry, UK Office for National Statistics Executive Chairman
updates & reports).
Annual Report 2017 3

CHAIRMAN’S
STATEMENT

The Group recorded revenue of RM9.78 billion for the financial of the cash and share dividends amounts to 5.4% based on the
year ended 30 June 2017 compared to RM10.25 billion for the volume weighted average price during the financial year of
financial year ended 30 June 2016. Profit before tax decreased RM1.49 per share.
to RM892.2 million this year, compared to RM1,314.1 million for
the same period last year, whilst net profit attributable to
shareholders decreased to RM693.8 million this year compared OPERATIONS IN SINGAPORE
to RM1,061.9 million last year. However, the previous financial Singapore’s wholesale electricity market continues to see an
year ended 30 June 2016 included a one-off gain from an over-supply in generation capacity, outstripping market demand,
arbitration award and interest income in the power generation impacting the performance of YTL PowerSeraya Pte Ltd (“YTL
(contracted) segment, as well as a deferred tax credit recorded PowerSeraya”), which undertakes the Group’s merchant multi-
on the revaluation of plant assets of an associate. Adjusting for utilities business in Singapore.
the one-off gain and deferred tax credit, profit before taxation
would have been RM863.4 million last year, which is comparable However, the division registered improved performance, mainly
to profit before tax of RM892.2 million for the current financial through its ongoing focus on customer service and diversification
year under review. of its income streams beyond its core activities, into integrated
multi-utilities supply and non-regulated ancillary businesses in
YTL Power declared an interim cash dividend of 5 sen per steam sales, oil storage tank leasing, bunkering services and
ordinary share for the financial year ended 30 June 2017, potable water sales.
together with a share dividend on the basis of 1 treasury share
for every 50 ordinary shares held. The combined dividend yield
4 YTL POWER INTERNATIONAL BERHAD

CHAIRMAN’S
STATEMENT

OPERATIONS IN UK Meanwhile, the Group’s mobile broadband network segment


continued to grow its subscriber base during the financial year
Wessex Water Limited (“Wessex Water”), the Group’s water and
under review, supported by the launch in June 2016 of its Yes
sewerage business in the UK, continued to perform well, driven
4G LTE and VoLTE services, together with the launch this year
primarily by its outstanding customer service standards, which are
of the new Huddle XS LTE mobile hotspot device, enhanced
of key importance given its existing base of 2.8 million customers
brand development initiatives and new marketing campaigns.
across its operating region in the south west of England.

Wessex Water topped the water and sewerage company league


INTERNATIONAL PROJECTS & INVESTMENTS
table in satisfaction surveys conducted by Ofwat, the economic
regulator for the UK water industry, retained its UK government Earlier in the year, the Group increased its stake in Attarat Power
Customer Service Excellence award and achieved the Institute Company PSC (“APCO”) to 45%, from 30% previously, upon the
of Customer Service’s ServiceMark with distinction for its project achieving financial close in March 2017. APCO is
operational contact centre. The division made good progress on developing a 554 megawatt oil shale fired power generating
its affordability action plan, leading to a 28% increase in the project in the Hashemite Kingdom of Jordan under a 30-year
number of low income customers receiving support with their power purchase agreement for the plant’s entire generation
bills or debt, launched five new projects in hard-to-reach areas capacity with National Electric Power Company (NEPCO), Jordan’s
to promote its discounted tariffs to customers and demonstrated state-owned power utility, with an option for the utility to
its commitment to accessible and inclusive services for all by extend the operating period to 40 years. The plant is scheduled
retaining the British Standard for inclusive services provision to commence commercial operations in 2020.
(BS18477) and the Louder than Words charter mark.
The Group is also working towards financial close of its
80%-owned Tanjung Jati A project, a 2 x 660 megawatt coal-
OPERATIONS IN MALAYSIA fired power project in Java, Indonesia, which has a 30-year
power purchase agreement with PT PLN (Persero), the
In the Group’s contracted power generation division in Malaysia,
Indonesian state-owned electricity utility.
the power purchase agreement for the supply of 585 megawatts
of capacity from its existing power station in Paka, Terengganu,
Meanwhile, the Group’s existing investments, comprising a
for an increased term of 3 years 10 months (from 2 years and
33.5% interest in ElectraNet Pty Ltd, which owns and operates
10 months previously), was finalised during the year under
the electricity transmission grid in South Australia, and an
review and supply from Paka Power Station under the new
effective interest of 20% in PT Jawa Power, the owner of a
power purchase agreement commenced on 1 September 2017.
1,220 megawatt coal-fired power station in Indonesia, continued
to perform well.
Annual Report 2017 5

CHAIRMAN’S
STATEMENT

SUSTAINABILITY OUTLOOK
On the sustainability front, as a multi-utility provider with Looking ahead, the Group’s performance is expected to remain
operations, investments and projects under development in stable. Whilst the outlook for Singapore’s electricity market
Malaysia, the UK, Singapore, Indonesia, Jordan and Australia, the remains highly competitive, YTL PowerSeraya’s operating
Group works to ensure that its businesses are operated efficiency ensures that the business is well-positioned to meet
sustainably, to protect and preserve the resources on which its this challenge. In the UK, Wessex Water continues to be a solid
operations depend. performer with its proven operational track record and unceasing
efforts to improve customer services standards and outperform
Wessex Water in the UK, YTL PowerSeraya in Singapore and the its regulatory targets. On the Malaysian front, the commencement
Group’s 20% associate, PT Jawa Power, in Indonesia, together of supply under the new power purchase agreement for Paka
with PT YTL Jawa Timur, a wholly-owned subsidiary of YTL Power Station reinstates the income stream for the Group’s
Power which carries out operation and maintenance for the domestic power generation segment, whilst in the mobile
power station, have extensive, long-standing and long-term broadband business, the successful launch of 4G LTE and
sustainability programmes that have been integrated into their VoLTE services bodes well for the growth and expansion of the
regulatory structures and business operations, for the benefit network’s subscriber base.
of their customers and stakeholders. Meanwhile in Jordan, the
Group’s 45% associate, APCO, has commenced engagements As the Group embarks on another year, the Board of Directors
with local community and school representatives to develop of YTL Power wishes to take this opportunity to thank the
initiatives for community improvement, including food Group’s shareholders, investors, customers, business associates
distributions for the needy during the holy month of Ramadan and the regulatory authorities for their ongoing support. We
and building a playground for a local school. also extend our gratitude to the management and staff of the
Group for their efforts in enabling YTL Power to deliver another
The Group is also part of the wider network of the YTL group of year of strong performance.
companies under the umbrella of its parent company, YTL
Corporation Berhad, which has a long-standing commitment to
creating successful, profitable and sustainable businesses.
Further details can be found in the new Sustainability
Statement, included in this year’s Annual Report, and the YTL
Group Sustainability Report 2017, issued as a separate
report to enable shareholders and stakeholders to better assess TAN SRI DATO’ SERI (DR) YEOH TIONG LAY
the Group’s sustainability record and activities. PSM, SPMS, SPDK, DPMS, KMN, PPN, PJK
6 YTL POWER INTERNATIONAL BERHAD

CORPORATE
EVENTS

30 NOV 2016
FROGASIA SDN BHD LAUNCHES
FREE VIRTUAL LEARNING
EDUCATION CONTENT
PARTNERSHIP
FrogAsia Sdn Bhd and YTL Communications Sdn
Bhd, both subsidiaries of YTL Power
International Berhad, entered into a partnership
with Pelangi Publishing Group Berhad to equip
students and teachers with free content on the
Frog Virtual Learning Environment (Frog VLE)
platform. Announced at the latest Leaps of
Knowledge event series sponsored by YTL
Foundation, over 600 educators, parents,
students and members of the public were
present to find out more about 21st century
learning on the Frog VLE platform.
From left to right, Ms Yeoh Pei Lou, Director of FrogAsia Sdn Bhd; YB Dato’ Kamalanathan
Panchanathan, Malaysia’s Deputy Minister of Education; Datuk Sum Kown Cheek, Executive
Chairman & Group Managing Director of Pelangi Publishing Group Berhad; and Mr Wing K Lee,
Chief Executive Officer of YTL Communications Sdn Bhd.

15 JAN 2016
LAUNCH OF THE ‘PROTON YES
ALTITUDE PLAN’
Proton Holdings Bhd and YTL Communications
Sdn Bhd, a subsidiary of YTL Power International
Berhad, teamed up to provide the ‘Proton YES
Altitude Plan’ Package, available free to
purchasers of selected Proton car variants, who
receive a Yes Altitude smartphone and 4G LTE
data usage of up to 16GB monthly for a year.

From left to right, Dato’ Ahmad Fuaad Kenali, Chief Executive Officer of Proton Holdings Bhd; Dato’
Yeoh Soo Keng, Executive Director of YTL Power International Berhad; Mr Rohime Shafie, Chief
Executive Officer of Proton Edar Sdn Bhd; Datuk Radzaif Mohamed, Deputy Chief Executive Officer
of Proton Holdings Bhd; Mr Wing K Lee, Chief Executive Officer of YTL Communications Sdn Bhd;
and Mr Jacob Yeoh Keong Yeow, Deputy Chief Executive Officer of YTL Communications Sdn Bhd.
Annual Report 2017 7

CORPORATE
EVENTS

16 MAR 2017
ATTARAT POWER
COMPANY PSC ACHIEVES
FINANCIAL CLOSE & YTL
POWER INTERNATIONAL
BERHAD INCREASES
EQUITY INTEREST TO 45%
Attarat Power Company PSC (APCO)
achieved financial close for its 554
MW power generation project, which
involves the construction of the first
oil shale fired power station and open
cast mine in Jordan. YTL Power
International Berhad increased its
stake in APCO to 45% (from 30%
previously), whilst Guangdong Yudean
Group Co Limited of China completed
its acquisition of a 45% stake in
APCO, with the remaining 10% held
by Estonia’s Eestie Energia AS.
From left to right, Mr Andres Anijalg, Project Director, Eestie Energia AS; Dato’ Yeoh Seok Hong, Executive
Director, YTL Power International Berhad; HE Mr Hani Mulki, Prime Minister of the Hashemite Kingdom of Jordan;
HE Dr Ibrahim Saif, Jordan’s then Minister of Energy & Mineral Resources; and Dr Bassam Kakish, Adviser, APCO,
at the signing ceremony.

11 MAY 2017
YTL COMMUNICATIONS SDN BHD
WINS MOST INNOVATIVE VOICE
SERVICE AWARD
YTL Communications Sdn Bhd, a subsidiary of
YTL Power International Berhad, won the Most
Innovative Voice Service award at the Telecoms
Asia Awards 2017, in recognition of its
nationwide Voice-over-LTE (VoLTE) service, the
first in Malaysia. The award recognises a service
provider that demonstrates outstanding
innovation in voice call functionality in this
highly competitive industry.

Mr Lachlan Colquhoun, Telecom Asia Editor-in-Chief (left); and Mr Wing K Lee (right), Chief
Executive Officer of YTL Communications Sdn Bhd.
8 YTL POWER INTERNATIONAL BERHAD

CORPORATE
EVENTS

19 SEP 2017
PROJECT BRIEFING TO
THE PRIME MINISTER OF
JORDAN
The Prime Minister of Jordan, His
Excellency Mr Hani Mulki, met with
Tan Sri Dato’ (Seri) Dr Yeoh Tiong
Lay, Executive Chairman of YTL
Power International Berhad, to
discuss the progress of the 554
MW power generation project in
Jordan being developed by Attarat
Power Company PSC, which is 45%
owned by YTL Power International
Berhad. The Prime Minister noted
the importance of the strategic
venture, which will increase
reliance on local sources to From left to right, Mr Mohammad Maaitah, Director, Attarat Power Company PSC; Mr Yeoh Keong Hann, Director,
diversify energy sources. YTL Power Generation Sdn Bhd; Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay, Executive Chairman, YTL Power
International Berhad; HE Mr Hani Mulki, Prime Minister of the Hashemite Kingdom of Jordan; Dato’ Yeoh Seok
Hong, Executive Director, YTL Power International Berhad; Dr Bassam Kakish, Adviser, Attarat Power Company
PSC; HE Mr Saleh Kharabsheh, Jordan’s Minister of Energy and Mineral Resources; and Mr Joseph Tan Choong Min,
Director of Projects, YTL Power International Berhad.

21 SEP 2017
ASIAN POWER AWARDS 2017
YTL Power International Berhad and its 45% associate, Attarat Power Company PSC, won three awards at the Asian Power Awards
2017. Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping won the award for CEO of the Year for YTL Power International Berhad, whilst Attarat
Power Company PSC, won awards for Innovative Power Technology of the Year and Coal Power Project of the Year (Silver) for its
554 MW oil shale mine-mouth power project at Attarat Um Ghudran in the Hashemite Kingdom of Jordan.

The team from YTL Power International Berhad with event sponsors, Charlton Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping (left), Managing Director of YTL
Media, at the awards ceremony. Power International Berhad, receives the award for CEO of the Year from Mr
Tim Charlton, Editor-in-Chief of Charlton Media.
Annual Report 2017 9

MANAGEMENT
DISCUSSION &
ANALYSIS
GROUP
OVERVIEW
OVERVIEW
The principal activities of YTL Power International Berhad (“YTL The YTL Power Group is an international multi-utility group
Power” or “Company”) are those of an investment holding and active across key segments of the utilities industry, with a
management company. The key reporting segments of YTL strong track record in developing greenfield projects as well as
Power and its subsidiaries (“YTL Power Group”) are Power in acquiring operational assets through competitive auctions.
Generation (Contracted), Multi Utilities Business (Merchant), The YTL Power Group currently operates in Malaysia, Singapore,
Water and Sewerage, Mobile Broadband Network and Investment the United Kingdom (UK), Indonesia and Australia, with stakes in
Holding Activities. projects under development in Jordan and Indonesia.

Revenue by Country – 2017 Non-Current Assets by Country – 2017

Other countries Other countries


Malaysia
1% 1% Malaysia
9% RM0.29 billion
RM0.14 billion RM0.87 billion 8%
RM2.54 billion
United Kingdom
32% United Kingdom
RM3.14 billion 56%
RM16.92 billion

Singapore Singapore
58% 35%
RM5.63 billion RM10.60 billion
10 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


GROUP OVERVIEW

The YTL Power Group owns Wessex Water Limited (“Wessex The principal components of the YTL Power Group’s strategy
Water”), a water and sewerage provider in the UK, YTL comprise:
PowerSeraya Pte Ltd (“YTL PowerSeraya”), which has a total
licensed generation capacity of 3,100 megawatts (“MW”) and • Diversification and expansion of the Group’s revenue
multi-utility operations in Singapore, and YTL Power Generation base through both greenfield projects and strategic
Sdn Bhd (“YTLPG”), an independent power producer with a acquisitions overseas, particularly in the area of
combined generation capacity of 1,212 MW in Malaysia. YTL regulated utilities. The YTL Power Group intends to
Power also has minority stakes in PT Jawa Power (“Jawa Power”), continue to pursue its strategy of acquiring regulated assets
the owner of a 1,220 MW coal-fired power plant in Indonesia, operating under long-term concessions. The Group’s existing
and ElectraNet Pty Ltd (“ElectraNet”), which owns and operates overseas operations in this area continue to generate steady
the power transmission grid for the state of South Australia, as returns and its overseas acquisitions diversify income
well as a majority stake in YTL Communications Sdn Bhd (“YTL streams and enable the Group to avoid single-country risks.
Comms”), the operator of the ‘Yes’ 4G LTE platform providing
high-speed mobile internet with voice services across Malaysia. • Growth and enhancement of the YTL Power Group’s
core businesses in Malaysia. The Group intends to
YTL Power’s current projects under development comprise an continue to grow its businesses by leveraging its expertise
80% equity interest in PT Tanjung Jati Power Company in its core competencies, particularly in the areas of power
(“Tanjung Jati Power”), an independent power producer generation, water and sewerage services, merchant multi-
undertaking the development of a 2 x 660 MW coal-fired power utilities and communications.
project in Indonesia, and a 45% equity interest in Attarat Power
Company PSC (“APCO”), which is developing a 554 MW oil shale- • Ongoing optimisation of the Group’s capital
fired power generation project at Attarat um Ghudran in the structure. The YTL Power Group intends to maintain a
Hashemite Kingdom of Jordan. balanced financial structure by optimising the use of debt
and equity financing and ensuring the availability of
internally generated funds and external financing to
OBJECTIVES & STRATEGIES capitalise on acquisition opportunities. A key component of

The YTL Power Group pursues the geographic diversification the Group’s growth strategy is its practice of funding the

and expansion of its revenue base through greenfield debt component of its acquisitions and greenfield projects

developments and strategic acquisitions both domestically and largely through non-recourse financing which has ensured

overseas, focusing on regulated utility assets and other that the Group only invests in projects that are commercially

businesses correlated to its core competencies, with the goal of viable on a stand-alone basis.

maximising shareholder value and building and operating strong


businesses that are viable and sustainable on a long-term basis. • Enhancement of operational efficiencies to maximise
returns from the Group’s businesses and enhance

The YTL Power Group derives the bulk of its revenue from services to its customer base. The Group believes that

operating various regulated utility assets under long-term its utilities assets on average operate within the highest

concessions globally, enabling the Group to achieve stable earnings efficiency levels of their industries and intends to further

and mitigate the effects of challenging operating conditions and enhance operational efficiencies where possible through

economic uncertainties, both domestically and globally. the application of new technologies, production techniques
and information technology, to ensure the delivery of
efficient, high quality services to its customer base.
Annual Report 2017 11

MANAGEMENT DISCUSSION & ANALYSIS


GROUP OVERVIEW

PERFORMANCE INDICATORS
YTL Power has been listed on the Main Market of Bursa Malaysia Securities Berhad, the Kuala Lumpur stock exchange, since 23 May
1997. YTL Power is listed under the Infrastructure Project Company (IPC) sector of the exchange.

The graph below illustrates the performance of YTL Power’s share price compared with the FTSE Bursa Malaysia KLCI (FBMKLCI), the
key component benchmark of the Kuala Lumpur stock exchange, during the financial year ended 30 June 2017.

PERFORMANCE OF YTL POWER’S SHARE PRICE VS FTSE BURSA MALAYSIA KLCI


YTL Power
Volume weighted average price FTSE Bursa Malaysia
(RM per Share) KLCI
1.65 1,800
1,780
1.60 1,760
1,740
1.55 1,720
1,700
1.50 1,680
1,660
1.45 1,640
1,620
1.40 1,600
Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17

YTL Power FTSE Bursa Malaysia KLCI Source: Bloomberg


12 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS

FINANCIAL REVIEW
FINANCIAL HIGHLIGHTS

2017 2016 2015 2014 2013

(Restated)

Revenue (RM'000) 9,777,912 10,245,174 11,858,093 14,436,606 15,896,162

Profit Before Taxation (RM‘000) 892,207 1,314,140 1,247,192 1,126,594 1,315,415

Profit After Taxation (RM‘000) 787,779 1,178,456 920,398 1,208,747 1,029,883

Profit for the Year Attributable to Owners


of the Parent (RM‘000) 693,813 1,061,850 918,812 1,202,414 1,054,770

Total Equity Attributable to Owners


of the Parent (RM‘000) 13,258,825 12,510,981 11,393,687 10,439,494 9,809,073

Earnings per Share (Sen) 8.96 14.06 13.20 18.30 14.54

Dividend per Share (Sen) 5.00 10.00 10.00 10.00 0.94

Total Assets (RM‘000) 48,498,160 43,245,591 43,637,810 40,085,106 38,910,167

Net Assets per Share (RM) 1.71 1.62 1.62 1.54 1.38

Revenue Profit Before Taxation Profit After Taxation


(RM’000) (RM’000) (RM’000)
1,315,415

1,314,140
15,896,162

1,247,192

1,208,747

1,178,456
14,436,606

1,126,594

1,029,883
11,858,093

920,398
10,245,174

892,207
9,777,912

787,779

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017
Annual Report 2017 13

MANAGEMENT DISCUSSION & ANALYSIS


FINANCIAL REVIEW

Profit for the Year Attributable Total Equity Attributable Earnings per Share
to Owners of the Parent to Owners of the Parent (Sen)
(RM’000) (RM’000)

13,258,825
12,510,981

18.30
1,202,414

11,393,687
10,439,494
1,061,850
1,054,770

9,809,073

14.54

14.06
13.20
918,812

693,813

8.96
2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

Dividend per Share Total Assets Net Assets per Share


(Sen) (RM’000) (RM)
48,498,160
43,637,810

43,245,591
10.00
10.00

10.00

40,085,106
38,910,167

1.71
1.62
1.62
1.54
1.38
5.00
0.94

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017
14 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


FINANCIAL REVIEW

REVIEW OF FINANCIAL PERFORMANCE


GROUP FINANCIAL PERFORMANCE

The YTL Power Group recorded revenue of RM9,777.9 million


for the financial year ended 30 June 2017 as compared to
RM10,245.2 million for the previous financial year ended 30
June 2016. Profit before taxation for the current financial year
under review was RM892.2 million, a decrease of RM421.9
million or 32.1% as compared to profit before taxation of
RM1,314.1 million recorded in the preceding year.

In the previous financial year ended 30 June 2016, there was a


one-off gain from an arbitration award on the recovery of
impairment of receivables before tax of RM152.6 million and
interest income of RM38.0 million in the Power Generation
(Contracted) segment and a deferred tax credit of RM260.1
million by an associate, Jawa Power. Adjusting for the one-off
gain and deferred tax credit, profit before taxation would have
been RM863.4 million for the financial year ended 30 June 2016,
which is comparable to profit before taxation of RM892.2 million
recorded for the current financial year ended 30 June 2017.

For the financial year ended 30 June 2017, YTL Power’s overseas
operations accounted for approximately 91.1% of the Group’s
revenue, compared to 90.1% for the financial year ended 30
June 2016, whilst operations in Malaysia contributed 8.9% of
the Group’s revenue in the current financial year compared to
9.9% for the previous financial year.

SEGMENTAL FINANCIAL PERFORMANCE

A comparison of the financial performance of each segment of the Group for the financial years ended 30 June 2016 and 30 June
2017 is set out in the following table:

Segment Revenue Segment Profit/(Loss)

2017 2016 2017 2016


RM million RM million RM million RM million

Power Generation (Contracted) – 290.1 (102.4) 166.8

Multi Utilities Business (Merchant) 5,626.2 5,686.8 158.0 93.7

Water & Sewerage 3,116.3 3,350.8 877.1 963.6

Mobile Broadband Network 824.5 702.1 (97.3) (277.0)

Investment Holding Activities 210.9 215.4 56.8 367.1

9,777.9 10,245.2 892.2 1,314.1


Annual Report 2017 15

MANAGEMENT DISCUSSION & ANALYSIS


FINANCIAL REVIEW

Power Generation (Contracted)

The Power Generation (Contracted) segment recorded no


revenue and a segment loss of RM102.4 million for the financial
year ended 30 June 2017 compared to revenue of RM290.1
million and profit of RM166.8 million for the financial year ended
30 June 2016. Revenue for three months was recorded in the
previous financial year as the original power purchase agreement
for the Paka and Pasir Gudang Power Stations was completed
on 30 September 2015. The loss recorded for the current
financial year was mainly due to depreciation charges and
overhead costs. The extension for the supply of 585 MW of
capacity from Paka Power Station for a revised term of 3 years
10 months commenced after the end of the current financial
year, from the commercial operation date of 1 September 2017.

Multi Utilities Business (Merchant)

The Multi Utilities Business (Merchant) segment recorded


revenue of RM5,626.2 million and a segment profit of RM158.0
million for the financial year ended 30 June 2017 compared to
revenue of RM5,686.8 million and profit of RM93.7 million for
the financial year ended 30 June 2016. The decrease in revenue
was mainly due to lower electricity units sold. However, lower
operating and interest expenses gave rise to a higher profit
before taxation.

Water and Sewerage

The Water and Sewerage segment recorded revenue of


RM3,116.3 million and a segment profit of RM877.1 million for
the financial year ended 30 June 2017 compared to revenue of
RM3,350.8 million and profit of RM963.6 million for the financial
year ended 30 June 2016. The decrease in revenue and profit
before taxation was mainly due to the strengthening of the Investment Holding Activities
Malaysian Ringgit against the British Pound, in which the
The Investment Holding Activities segment recorded revenue of
segment’s income is denominated.
RM210.9 million and a segment profit of RM56.8 million for the
financial year ended 30 June 2017 compared to revenue of
Mobile Broadband Network
RM215.4 million and profit of RM367.1 million for the financial
The Mobile Broadband Network segment recorded revenue of year ended 30 June 2016. The decrease in revenue was due to
RM824.5 million and a segment loss of RM97.3 million for the lower interest income, whilst the decrease in profit arose due to
financial year ended 30 June 2017 compared to revenue of higher interest expenses incurred in the current financial year
RM702.1 million and a loss of RM277.0 million for the financial and the absence of the deferred tax credit of RM260.1 million
year ended 30 June 2016. The increase in revenue and improved by an associate, Jawa Power, on the revaluation of the power
financial performance resulted from the launch of its Yes plant’s assets, recorded for the previous financial year ended 30
nationwide 4G LTE services. June 2016.
16 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


FINANCIAL REVIEW

DIVIDENDS
The dividend paid by the Company since the end of the last
financial year is as follows:

RM’000

In respect of the financial year ended 30 June


2016:

– Interim Single Tier dividend of 10 sen per


ordinary share paid on 15 November 2016 775,865

On 29 August 2017, the Board of Directors declared an interim


single tier dividend of 5 sen per ordinary share for the financial
year ended 30 June 2017, with book closure and payment dates
of 26 October 2017 and 10 November 2017, respectively.
Therefore, the Board of Directors of YTL Power did not
recommend a final dividend for the financial year under review.

This is the 20th consecutive year that YTL Power has declared
dividends to shareholders since its listing on the Main Market of
Bursa Malaysia Securities Berhad in 1997.

DIVIDEND POLICY

The Board of Directors of YTL Power has not adopted a set


dividend policy. It is the present intention of the Directors to
continue to propose the payment of cash dividends on an
annual basis, subject to future earnings and the financial
condition of YTL Power and other factors, including the profit
and cash flow position of the YTL Power Group, restrictions
imposed by law or under credit facilities on the payment of
dividends by members of YTL Power Group and the availability
of funds.

DISTRIBUTION OF TREASURY SHARES


On 29 August 2017, YTL Power announced a distribution of
treasury shares on the basis of 1 treasury share for every 50
ordinary shares held. The book closure date for the distribution
was 26 October 2017 and the treasury shares will be credited
into the CDS accounts of entitled shareholders within 10 market
days of the book closure date.
Annual Report 2017 17

MANAGEMENT DISCUSSION & ANALYSIS


FINANCIAL REVIEW

CAPITAL MANAGEMENT
The objectives of the Group and the Company when managing
capital are to safeguard the ability of the Group and the
Company to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost
of capital.

There are external debt covenants such as gearing ratio


applicable to the Group and the Company which are not onerous
and the obligation can be fulfilled. As part of its capital
management, the Group monitors that these covenants have
been complied with.

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Total bonds and borrowings 28,527,662 24,179,309 10,028,638 6,367,163

Less: Cash and bank balances (8,946,301) (9,761,333) (35,165) (524,234)

Net debt 19,581,361 14,417,976 9,993,473 5,842,929

Total equity 13,489,680 12,753,318 13,451,940 13,487,703

Total capital 33,071,041 27,171,294 23,445,413 19,330,632

Gearing ratio 59% 53% 43% 30%

In addition, consistent with others in the industry, the Group To strengthen the capital structure of the Company, all
and the Company monitor capital on the basis of the gearing borrowings of subsidiaries are on a non-recourse basis to the
ratio. This ratio is calculated as net debt divided by total capital. Company save and except for those borrowings guaranteed by
Net debt is calculated as total borrowings (including ‘current and the Company, which amounted to RM4,500,000 (2016:
non-current borrowings’ as shown in the Statement of Financial RM4,500,000). Further details are set out in Note 26 to the
Position) less cash and bank balances. Total capital is calculated Financial Statements.
as ‘equity’ as shown in the Statement of Financial Position plus
net debt.
18 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS

SEGMENTAL REVIEW

SEGMENT OVERVIEW
YTLPG, a 100%-owned subsidiary of YTL Power, owns two power
stations in Malaysia, which have a combined generation capacity of
1,212 MW – Paka Power Station in Terengganu with an installed
capacity of 808 MW and Pasir Gudang Power Station in Johor with
an installed capacity of 404 MW.

POWER
GENERATION
(CONTRACTED)
YTLPG was the first IPP (independent power producer) in
Malaysia in 1993, operating under a 21-year power purchase
agreement, which was completed on 30 September 2015.
YTLPG was subsequently awarded the project for the supply of
power from Paka Power Station under a short term capacity bid
called by the Malaysian Energy Commission (“EC”).

Projects under development in the Group’s contracted power


generation segment comprise an 80% equity interest in
Tanjung Jati Power in Indonesia and a 45% equity interest in
APCO in Jordan.

OPERATIONAL REVIEW
YTLPG

On 20 April 2017, pursuant to negotiations with the Malaysian


Government, the EC issued a revised Letter of Award to YTLPG
accepting YTLPG’s bid for the supply of 585 MW of capacity
from Paka Power Station for an increased term of 3 years
10  months (an additional 12 months from the original award of
2 years 10 months) commencing from the commercial operation
date of the project.
Annual Report 2017 19

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

Pursuant to the Letter of Award, YTLPG and Tenaga Nasional


Berhad entered into a Power Purchase Agreement and a Land
Lease Agreement both dated 9 May 2017. The Land Lease
Agreement supersedes the existing land lease for Paka Power
Station and is for a term of 5 years 10 months from the
commercial operation date, which commenced on 1 September
2017. On 22 May 2017, YTLPG and Petroliam Nasional Berhad
entered into the Gas Supply Agreement for the supply of
natural gas to the power station. Supply from Paka Power
Station commenced on 1 September 2017.

TANJUNG JATI POWER

The Group has an 80% equity interest in Tanjung Jati Power, an


independent power producer which is undertaking the
development of Tanjung Jati A, a 2 x 660 MW coal-fired power
project in Java, Indonesia. Tanjung Jati Power has a 30-year
power purchase agreement (commencing from the plant’s
commercial operation date) with PT PLN (Persero), Indonesia’s
state-owned electric utility company, which was amended and
restated in December 2015. The project is currently in the
development stage and progress is underway towards achieving
financial close.

APCO

During the year under review, the Group also completed the
increase in its equity interest in APCO to 45% (from 30%
previously) upon the project achieving financial close on 16
March 2017. APCO is developing a 554 MW oil shale fired power
generation project in the Hashemite Kingdom of Jordan. APCO
has signed a 30-year power purchase agreement (including
construction period of 3.5 years) with the National Electric
Power Company (“NEPCO”), Jordan’s state-owned utility, for the
entire electrical capacity and energy of the power plant, with an
option for NEPCO to extend the power purchase agreement to
40 years (from the commercial operation date of the project’s
second unit). Construction has commenced on the project, with
operations scheduled to commence in mid-2020.

The 554 MW oil shale fired power plant will cover a substantial
portion of Jordan´s energy needs, thereby reducing the
Kingdom’s import of oil products for power generation, and its
development is a key milestone in the Jordanian Government’s
goal of furthering its energy independence. APCO is indirectly
owned by YTL Power (45%), Yudean Group (45%) and Eesti
Energia AS (10%).
20 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

SEGMENT OVERVIEW
YTL Power owns a 100% equity interest in YTL PowerSeraya, a
Singapore-based energy company with a total licensed
generation capacity of 3,100 MW, consisting of steam turbine
plants, combined-cycle plants and co-generation combined-
cycle plants. Situated on Jurong Island, Singapore’s oil, gas and

MULTI UTILITIES
BUSINESS (MERCHANT)
petrochemicals hub, YTL PowerSeraya is a diversified energy
company with a core business centred on the generation and
retailing of electricity, in addition to operating other multi-utility
businesses comprising utilities supply (steam, natural gas and
water), oil storage tank leasing, and oil trading and bunkering.

OPERATIONAL REVIEW
For the financial year under review, YTL PowerSeraya sold
8,620 gigawatt hours (“GWh”) of electricity, whilst its generation
market share saw a slight dip to 17.7% this year as compared to
18.7% for the last financial year. This was attributed mainly to
an over-supply in generation capacity in Singapore’s wholesale
electricity market, which continued to outstrip market demand.

At the same time, the company gained momentum in its three-


year potable water sales agreement (which commenced in June
2016) to supply up to 1,000 cubic metres of potable water daily
– an increase of 30% as compared to the previous financial year.
Annual Report 2017 21

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

Within the last financial year, YTL PowerSeraya also proved its
resilience and quality management capabilities following a joint
review exercise with its regulator, Singapore’s Energy Market
Authority (“EMA”), in early 2017, to assess the resilience of its
gas and electricity systems. The audit process covered various
areas including Standing Operating Procedures for operations
and maintenance, maintenance practices, technical manpower
training, as well as emergency preparedness and response to
gas and electricity emergencies.

RETAIL

YTL PowerSeraya’s retail arm, Seraya Energy Pte Ltd (“Seraya


Energy”), held a market share of 17.8% in the contestable retail
electricity sector for the financial year under review, a decrease
from 19.2% last year. Correspondingly, sales volume was 5,924
GWh for the year ended 30 June 2017. However, even as intense
competition persists, Seraya Energy maintained a top-three
position among private electricity retailers.

The retail division also gained a steady foothold with small


businesses as more industrial and commercial consumers
became eligible for contestability. Since March 2013, the EMA
has progressively lowered the electricity consumption threshold
for contestability from 10 megawatt hours (“MWh”) to 2 MWh
per entity, thereby giving small businesses the ability to choose
their preferred electricity provider. Seraya Energy has grown in
tandem with this industry move and successfully secured a
share of this market segment by offering various customised
financial electricity packages to meet different needs of
customers, mapping out their switch-out and on-board journey
for a smooth transition and working to provide the best
customer service and experience.
22 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

TRADING & FUEL MANAGEMENT PROCESS & INNOVATION

PetroSeraya Pte Ltd (“PetroSeraya”), YTL PowerSeraya’s trading The Process and Innovation division continued to review its
and fuel management arm, continued to lease out all of its 18 existing infrastructure and systems to support various business
storage tanks, which have a combined storage capacity of activities, with emphasis placed on growing and keeping pace
810,000 cubic metres, during the financial year under review. with updated technology developments within the energy
PetroSeraya handled 12.97 million metric tonnes of fuel oil and industry.
diesel for the financial year ended 30 June 2017, a 5.2%
decrease compared to the previous financial year, due mainly to With an increasingly mobile applications- and technology-
prolonged challenging market conditions. At the same time, dependent environment, the facets of cybersecurity have
1,209 vessels berthed at the terminal this year, compared to evolved. To help protect critical data and customer privacy, the
1,161 vessels last year, with an average berth utilisation rate of division worked closely with internal and external stakeholders,
more than 57%. including regulatory agencies, to develop more efficient and
robust cybersecurity initiatives.
Despite prevailing uncertainties in the oil market, PetroSeraya
will continue to focus on tank leasing and fuel management As part of YTL PowerSeraya’s aim to drive a technology-enabled
activities to boost its presence in this area, as well as explore user experience, the division is working towards implementing a
opportunities to further optimise and strengthen its jetty and new Customer Information System which will help boost the
oil terminal performance. efficiency and competitiveness of the retail business. When
completed, the flexibility of the system will also help support
the needs of mass consumers and build their experience and
confidence in the brand when YTL PowerSeraya enters a fully
contestable market in 2018.
Annual Report 2017 23

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

WATER & SEWERAGE


SEGMENT OVERVIEW
In the UK, YTL Power owns a 100% equity interest in
Wessex Water, a regional water and sewerage
business serving 2.8 million customers across a
geographic area of approximately 10,000 square
kilometres in the south west of England, including
Dorset, Somerset, Bristol, most of Wiltshire and parts
of Gloucestershire and Hampshire.

Wessex Water is recognised by the Water Services


Regulation Authority (known as Ofwat), the economic
regulator for the UK water industry, as one of the
most efficient water and sewerage operators in
England and Wales. Wessex Water holds an
appointment from the UK government under an
instrument of appointment to supply clean water and
treat and dispose of waste water from its operating
region in the south west of England.
24 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

OPERATIONAL REVIEW
Wessex Water’s performance this year continued to lead the sewers, usually caused by blockages, has been reduced, and
industry, achieving the highest ever customer service score for Wessex Water continued to work with the Environment Agency
a water and sewerage company in Ofwat’s service incentive and local councils to address water pollution caused by
measure (SIM), and remaining industry leading for environmental misconnected domestic plumbing.
performance according to the UK Environment Agency. The
division met or exceeded most of its targets for the year, In April 2017, the UK retail market opened to enable 1.2 million
including those that were of most importance to its customers, non-household customers to choose their retailer for water
including minimising internal sewer flooding. services. To meet this challenge Wessex Water delivered its
Open Water programme to ensure the division operated
The division’s biggest ever project, a major integrated water effectively, compliantly and on budget in the new market.
supply grid, remains on track for completion in 2018. All the
major pipelines have been laid and work is well advanced on the Once again, Wessex Water topped Ofwat’s league table for
final parts of the scheme at Black Lane in Blandford and Codford, satisfaction surveys. This year, the division implemented its real
near Warminster. For the first time ever, Wessex Water time feedback tool, allowing it to seek feedback on service from
transferred water between its southern and northern resource more customers than ever. Under the guidance of its customer
zones, thus delivering some of the benefits of the scheme in experience group, the company uses this information for
advance of the target date. continuous improvement of policies, processes, systems and
training. In September 2016, the Consumer Council for Water
Sewage treatment has also been upgraded to avoid adverse confirmed that Wessex Water continues to have the lowest
effects from contaminants such as ammonia and excessive number of complaints in the water industry, and the company has
nutrients. In addition, the number of pollution incidents from had no referrals this year to the UK water ombudsman, WATRS.
Annual Report 2017 25

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

Wessex Water is in the second year of its customer excellence of Wessex Water’s long-term sustainability goals is to be carbon
programme and, during year under review, focused on reviewing neutral in its operations. Its net greenhouse gas emissions fell to
customer journeys from the customer’s perspective and fixing 123 kilotonnes carbon dioxide equivalent in 2016-17, the lowest
any problem areas, improving communications, developing better since 1999-2000, and meant the company met its performance
feedback tools and metrics, improving self-service offerings, commitment for the year. The reduction was the result of work
reviewing all community work and extending opening hours. to improve energy efficiency, increase and diversify renewable
energy generation and the falling carbon dioxide intensity of UK
Wessex Water prides itself on treating customers as individuals grid electricity.
and tailoring its service to suit their needs, with a view to being
inclusive and accessible to all. The division engages extensively The division has extended its efforts to promote the more
with customers and stakeholders, both in its day to-day business efficient use of water by customers and during the year visited
and for specific programmes of work, such as preparation of the more than 5,000 homes, fitting water saving devices and
next five-yearly business plan. The Wessex Water Partnership, offering advice, resulting in a saving of approximately 50 litres
Wessex Water’s challenge group which oversees all its per person.
engagement, met six times during the year and is independently
chaired by Dan Rogerson, formerly water minister in the UK’s Following installation of advanced anaerobic digestion and
previous coalition government. associated electricity generation at Trowbridge sewage
treatment works in 2015-16, Wessex Water is now making good
On the sustainability front, Wessex Water was the industry progress with a scheme to improve digestion at Berry Hill, near
leading performer this year according to the Environment Bournemouth. Meanwhile, Wessex Water’s operating division,
Agency’s Annual Environmental Performance Assessment. All GENeco Limited, has finalised an agreement with Unilever for a
projects within its capital investment programme are subject to certified supply of biomethane originating from anaerobic
detailed environmental screening to avoid harming wildlife. One digesters at Bristol sewage treatment works.
26 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

MOBILE
BROADBAND NETWORK
SEGMENT OVERVIEW
YTL Power owns a 60% stake in YTL Comms, which
owns and operates the Yes nationwide 4G LTE wireless
broadband platform, pursuant to an approval from the
Malaysian Communications and Multimedia Commission
(MCMC) to operate a 2.3 gigahertz wireless broadband
network in Malaysia.
OPERATIONAL REVIEW
Yes is a converged nationwide 4G LTE network offering YTL Comms continued to make good progress in growing its
high-speed mobile internet with voice services. The subscriber base during the financial year under review, bolstered
network was launched and commenced commercial by the launch in June 2016 of the Yes 4G LTE and VoLTE
operations in November 2010. YTL Comms currently services for high definition voice and video calls and high-speed
has over 4,300 base stations creating an all-4G LTE Internet access.
footprint reaching 85% population coverage across
Peninsula Malaysia and Sabah and, in 2016, launched Despite being amongst the youngest national networks in
its nationwide 4G LTE network, offering Malaysia’s first Malaysia, Yes is recognised globally as one of the most advanced
VoLTE (Voice-over-LTE) service. YTL Comms has built a 4G networks in the world with its unique all-IP infrastructure. In
global partnership with industry leaders, including recognition of its leadership as the first mobile operator in Malaysia
Samsung, Qualcomm, China Mobile and Google, to to offer nationwide VoLTE services, YTL Comms was awarded
deliver its mobile internet experience. with the “Most Innovative Voice Service” at the prestigious
Telecoms Asia Awards 2017, a testament to the division’s
commitment to delivering innovative 4G mobile experiences.
Annual Report 2017 27

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

The Yes postpaid and prepaid data plans continue to offer


amongst the best value-for-money plans in the market, with
high data quotas at low monthly commitment costs. Plans are
also bundled with some of the top tier smartphone brands such
as Samsung, Huawei and Xiaomi, enabling customers to enjoy
the benefits of mobile 4G Internet at lower device costs. These
include a partnership with Samsung Malaysia Electronics, where
selected Samsung J series smartphones come bundled with a
free Yes prepaid SIM pack and a free data allocation of 10GB.
YTL Comms also collaborated with Proton Malaysia to introduce
in-car connectivity in Malaysia via the Proton Yes Altitude Plan,
where customers who purchase selected Proton car variants
also receive a Yes Altitude smartphone and a 12-month prepaid
data plan with a free quota of 16GB per month.
providing faster Internet speeds, and higher quality connectivity.
The pocket-sized device can connect up to 10 WiFi-enabled
Yes also introduced the new Huddle XS LTE in 2017, an
devices or users simultaneously, with an improved battery life
enhanced version of its best-selling 4G mobile hotspot device.
of up to 8 hours on a one-time charge.
Upgraded with LTE capabilities, the Huddle XS LTE is capable of

YTL Comms continued to focus on its brand development


initiatives during the year with new consumer marketing
campaigns and activities centred around its core message,
‘Amazing Things Happen When You Say Yes’, to drive positive
changes at a national level. New brand ambassadors joining the
brand this year included, football legend Eric Cantona, as the
global brand ambassador, as well as local celebrity radio host and
TV personality Jack Lim, and Malaysian actress, television host,
model and business entrepreneur, Noor Neelofa Mohd Noor, as
the newest local brand ambassadors. Through these various
initiatives, Yes garnered a boost to its brand image and positive
momentum in its subscriber growth for the year under review.

In its drive to champion the use of Internet technology to


empower Malaysian students and equip them with a culture of
lifelong learning and technology know-how to succeed in the
global knowledge economy, YTL Comms continued to work with
various partners to digitally transform the national education
landscape across Malaysia. The Group continued to make good
progress in its implementation of the 1BestariNet project, a key
feature of which is the development of content provided
through the Frog VLE (Virtual Learning Environment). The Frog
VLE is a digital learning platform made available to all
government schools across Malaysia by the Ministry of Education
under the 1BestariNet project.
28 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

INVESTMENT
HOLDING
ACTIVITIES
SEGMENT OVERVIEW
The YTL Power Group has a 33.5% indirect
investment in ElectraNet, which is the owner and
operator of the South Australian electricity
transmission network, and an effective interest of
20% in Jawa Power, which owns a 1,220 MW coal-
fired power station in Java, Indonesia.
Annual Report 2017 29

MANAGEMENT DISCUSSION & ANALYSIS


SEGMENTAL REVIEW

OPERATIONAL REVIEW
ELECTRANET JAWA POWER

ElectraNet operates and manages the high voltage electricity Jawa Power’s 1,220 MW power station supplies power to
transmission system throughout South Australia under a 200- Indonesia’s national utility company, PT PLN (Persero) (“PLN”),
year concession, providing the high capacity link that connects under a 30-year power purchase agreement. Operation and
South Australian electricity generators to the distribution maintenance (O&M) for Jawa Power is carried out by PT YTL
network operated by local utilities and to other major end users. Jawa Timur, a wholly-owned subsidiary of YTL Power, under a
Extending across approximately 200,000 square kilometres, 30-year agreement.
ElectraNet’s transmission network provides electricity to over
99% of South Australia’s population, through approximately Jawa Power achieved average availability of 90.73% for its
5,700 circuit kilometres of transmission lines and 88 high financial year ended 31 December 2016 and 93.05% availability
voltage substations. for the six months ended 30 June 2017. The station generated
7,603 GWh of electricity for its financial year compared to 8,220
ElectraNet is subject to a revenue cap set by the Australian GWh for its previous financial year, for its sole offtaker, PLN.
Energy Regulator which generally applies for a five-year
regulatory period before adjustment. The current revenue cap
became effective on 1 January 2013 and is valid for a period of
five and a half years until 30 June 2018.
30 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS

RISK MANAGEMENT
The overall risk management objective of the YTL Power Group PRICE RISK
is to ensure that adequate resources are available to create The Group and the Company are exposed to equity securities
value for its shareholders. The Group focuses on the price risk arising from investments held which are classified on
unpredictability of financial markets and seeks to minimise the Statement of Financial Position as available-for-sale financial
potential adverse effects on its financial performance. Risk assets and investments carried at fair value through profit or
management is carried out through regular risk review analysis, loss. To manage its price risk arising from investments in equity
internal control systems and adherence to Group’s risk securities, the Group and the Company diversify their portfolio.
management policies. The Board of Directors of YTL Power
regularly reviews these risks and approves the appropriate The Group hedges its fuel commodity price risk by the use of
control environment frameworks. derivative instruments against fluctuations in fuel oil prices
which affect the cost of fuel.

FINANCIAL RISK MANAGEMENT The Group has contracts for the sale of electricity to the
FOREIGN CURRENCY EXCHANGE RISK Singapore electricity pool at prices that are fixed in advance

Foreign currency exchange risk is the risk that the fair value or every three months and to retail customers (those meeting a

future cash flows of a financial instrument will fluctuate minimum average monthly consumption) at prices that are

because of changes in foreign exchange rates. The Group is either fixed in amount or in pricing formula for periods up to a

exposed to risks arising from various currency exposures number of years. The fixing of the prices under the contracts is

primarily with respect to the British Pound and Singapore Dollar. based largely on the price of fuel oil required to generate the

The Group has investments in foreign operations whose net electricity. The Group enters into fuel oil swaps to hedge against

assets are exposed to foreign currency translation risk. Such adverse price movements of fuel oil prices. The Group typically

exposures are mitigated through borrowings denominated in enters into a swap to pay a fixed price and receive a variable

the respective functional currencies. Where necessary, the price indexed to a benchmark fuel price index.

Group enters into forward foreign currency exchange contracts


to limit its exposure on foreign currency receivables and Exposure to price fluctuations arising from the purchase of fuel

payables and on cash flows generated from anticipated oil and natural gas are substantially managed via swaps where

transactions denominated in foreign currencies. the price is indexed to a benchmark price index.

INTEREST RATE RISK CREDIT RISK

Interest rate exposure arises from the Group’s and the Company’s Credit risk is the potential financial loss resulting from the

borrowings, deposits, short-term investments, and the interest- failure of a counter party to settle their obligations to the Group

bearing advances to subsidiaries of the Company. This exposure and the Company. The Group’s exposures to credit risk arise

is managed through the use of fixed and floating rate debts, as primarily from trade and other receivables. For other financial

well as through derivative financial instruments, where assets (including short-term investment securities, fixed

appropriate, to generate the desired interest rate profile. deposits and derivative financial instruments), the Group

Borrowings issued at variable rates expose the Group to cash minimises credit risk by dealing with creditworthy counterparties.

flows interest rate risk. However, this is partially offset by the Meanwhile, the Company’s exposures to credit risk arise from

interest income accruing on fixed deposits. other receivables. For other financial assets (including short-
term investment securities and fixed deposits), the Company

The excess funds of the Group and the Company are invested in minimises credit risk by dealing with creditworthy counterparties.

bank deposits and other short-term instruments. The Group and


the Company manage their liquidity risks by placing such excess In the Group’s power generation business in Singapore, credit

funds on short-term maturities to match its cash flow needs. reviews are performed on all customers with established credit
limits and generally supported by collateral in the form of
guarantees. For the Group’s water and sewerage business, the
Annual Report 2017 31

MANAGEMENT DISCUSSION & ANALYSIS


RISK MANAGEMENT

credit risk of receivables is mitigated through strict collection conditions, inflation, taxation and changes in the legal and
procedures. In addition, the Directors are of the view that credit environmental framework within which the industries operate.
risk arising from these businesses is limited due to the large Whilst it is not possible to prevent the occurrence of these
customer base. Transactions involving derivative financial events, the Group addresses these matters by maintaining
instruments are allowed only with counterparties that are of sound financial risk management policies as set out above, and
high credit quality. As such, management does not expect any high standards of preventive maintenance and cost efficiency
counterparties to fail to meet their obligations. The Group coupled with technical and operating efficiency of its assets.
considers the risk of material loss in the event of non-
performance by a financial counter party to be unlikely. DEPENDENCE ON KEY MANAGEMENT

The continued success of YTL Power is, to a significant extent,


LIQUIDITY RISK dependent on the abilities and continued efforts of the Board
Prudent liquidity risk management implies maintaining sufficient of Directors and senior management of YTL Power. The loss of
bank deposits and marketable securities, the availability of any key member of the Board or senior management personnel
funding through an adequate amount of committed credit could affect YTL Power’s ability to compete in the sectors in
facilities and the ability to close out market positions. Due to which it operates. The future success of YTL Power also
the dynamic nature of the underlying businesses, the Group and depends on its ability to attract and retain skilled personnel for
the Company aim at maintaining flexibility by keeping committed smooth business operations of the Group to continue without
credit lines available. undue disruption. Therefore, appropriate measures are taken
which include the provision of training programmes, the offering
of attractive incentives such as employees’ share option
OPERATING RISK MANAGEMENT schemes and competitive remuneration packages, and efforts

CONCESSIONS AND KEY CONTRACTS to ensure smooth succession in the management team.

A number of the Group’s businesses and projects are reliant, in


POLITICAL, ECONOMIC, ENVIRONMENTAL AND
some cases to a significant extent, on concessions or other key
REGULATORY CONSIDERATIONS
contracts. Cancellation, expiration, termination or renegotiation
of any such concession or key contract or the imposition of Like all other businesses, adverse developments in political,

restrictive regulatory controls could have an adverse effect on economic and regulatory conditions (including changes in

the financial condition and results of operations of certain environmental legislation and regulations) in Malaysia,

subsidiaries of YTL Power and accordingly the Group as a whole. Singapore, the UK, Indonesia, Australia, Jordan and other

However, the Group’s strategy of investing in regulated assets overseas markets in which the Group from time to time has

with long-term concessions or contracts has enabled it to operations could materially and adversely affect the financial

establish a solid track record and operating performance to and business prospects of the Group and the markets for its

date, and is a measure to mitigate the vagaries of short-term products and/or services which may result in a loss or reduction

contracts or more cyclical industries. Furthermore, the Group in revenue to Group. Whilst it is not possible to prevent the

addresses these risks by investing in assets operating in stable occurrence of these events, the Group attempts to mitigate the

economies and/or established markets or sectors with strong effects of these risks through thorough due diligence

legal protections. assessments prior to the commitment to any project, ensuring


compliance with applicable laws and regulations, as well as its

INDUSTRY RISK strategy of maintaining the geographic diversity of its


operations, and remaining vigilant in monitoring events and
The YTL Power Group’s principal activities are subject to certain
conducting ongoing assessments of any operational and
risks inherent in their respective sectors. These may include
financial impacts of such external developments.
shortages of labour and raw materials, increases in the cost of
labour, raw materials, equipment and electricity tariffs, changes
in the general economic, business, credit and interest rate
32 YTL POWER INTERNATIONAL BERHAD

MANAGEMENT DISCUSSION & ANALYSIS

OUTLOOK

Global growth is expected to continue to improve at a modest pace In the UK, the ongoing uncertainty over the economic and
for the rest of the 2017 calendar year, although downside risks political impacts of the country’s withdrawal from European
arising from political uncertainties remain. Overall, the Malaysian Union is expected to continue for the foreseeable future.
economy is projected to grow by 4.3% to 4.8% in 2017 with However, Wessex Water, which operates within a localised
domestic demand as the main driver of growth, underpinned region in the south west of England under a regulatory
primarily by private sector expenditure. Despite indications of concession granted by the UK government, is not expected to
further expenditure adjustments in response to increasing be materially affected, and the division is confident of delivering
inflationary pressures, private consumption is anticipated to remain or outperforming its 2015-2020 regulatory targets by improving
sustained, supported by continued employment and wage growth its business processes and continuing to provide customers
(sources: Ministry of Finance, Bank Negara Malaysia updates). with the highest levels of service.

The electricity market in Singapore will remain competitive, On the Malaysian front, the commencement of the new power
driven by volatilities across global markets and generation purchase agreement for the supply from Paka Power Station
capacity oversupply in the wholesale electricity market. Despite reinstates the income stream for the Group’s domestic power
the current challenges facing the industry, YTL PowerSeraya generation segment, whilst in the mobile broadband business,
will continue to focus on customer service, diversification the successful launch of the nationwide 4G LTE and VoLTE
beyond the core business into integrated multi-utilities supply services bodes well for the business’s competiveness to drive
and non-regulated ancillary businesses in steam sales, oil the growth and expansion of the subscriber base. Plans are also
storage tank leasing, bunkering services and potable water underway to roll out the LTE version of the Yes Zoom gateway
sales. On the retail front, Seraya Energy’s extensive experience, device as well as to expand the Yes platform into Sarawak in
coupled with measures implemented to date, will stand the the near future.
business in good stead in preparation for the advent of full
retail competition, which will give mass consumers the ability to The outlook for the Group remains sound, stemming from
choose their preferred electricity provider. Various initiatives stability of its existing operations, coupled with its projects
will drive new service solutions and approaches, including under development, Tanjung Jati Power in Indonesia and APCO
forming new channel partnerships to reach more user segments in Jordan.
and adopting a digital approach to better serve customers.
Annual Report 2017 33

SUSTAINABILITY
STATEMENT

OUR COMMITMENT TO SUSTAINABILITY


The roots of YTL Power International Berhad (YTLPI) lie in the
development of lower emission intensity energy. YTLPI built the
first two combined-cycle power plants in Malaysia following an
energy shortage in the 1990s. This not only reduced the reliance
on imported coal, but also sharply mitigated carbon emissions
from power generation activities in Malaysia.

Whilst we have contributed to the lower carbon emission factor in


Peninsular Malaysia, we have at the same time contributed to the
well-being of communities in which we operate, and to the
protection of the natural environment. This has been a common
theme as we have expanded globally following our acquisitions of
Wessex Water Limited (Wessex Water) in the United Kingdom (UK)
and YTL PowerSeraya Pte Ltd (YTL PowerSeraya) in Singapore, as
well as minority stakes in PT Jawa Power (Jawa Power) in Indonesia
(including 100% of PT YTL Jawa Timur (YTLJT), the operation and
maintenance provider) and Electranet Pty Ltd (ElectraNet) in South YTLPI is part of the wider network of
Australia. Our wholly-owned subsidiary, YTL Power Generation Sdn the YTL group of companies under the
Bhd (YTLPG) is the owner of the Group’s two natural gas-fired umbrella of our parent company, YTL
combined-cycle power stations in Paka, Terengganu, and Pasir Corporation Berhad (YTL Corp), and our
Gudang, Johor, and we own a 60% stake in YTL Communications sustainability initiatives, performance
Sdn Bhd (YTL Comms) which owns the Yes 4G LTE mobile and achievements are outlined in
broadband network in Malaysia. greater detail in the YTL Group
Sustainability Report 2017, which is
issued as a separate report. The PDF
version is available at  www.ytl.com.
34 YTL POWER INTERNATIONAL BERHAD

SUSTAINABILITY
STATEMENT

As you can read in the YTL Group’s annual Sustainability Reports, connectivity for urban and rural communities, but has also
YTLPI has been at the leading edge of community development. provided the backbone for the 1BestariNet project which is being
We have helped to alleviate energy poverty in rural areas where used to connect 10,000 schools around the country.
we operate in Java, Indonesia with the successful building and
commissioning of more than 470 biogas domes, 39 micro hydro Our commitment to sustainable business at YTLPI stems from a
units, and 78 solar installations. Further afield in the UK, we have culture inculcated and led by the Board of Directors, and has
focused on the use of waste in the generation of biogas and become business as usual in our vision throughout the company’s
fertiliser ranging from human waste sludge to food waste from operation and maintenance units and business strategy.
homes, restaurants and supermarkets. Through this process we
make use of approximately 47,000 tonnes of food waste annually This sustainability statement provides an overview of how we
and supply additional gas for distribution to the local grid which operate sustainably and how we manage our strategy and day-
is sufficient to power around 8,300 homes for a full year. to-day business to address our sustainability commitments and
performance – including the achievements, progress, challenges
Beyond protection of the environment and enriching communities, and setbacks we faced during the reporting period.
we have ensured fair and equal development of our human
capital. We have also been able to deliver enhanced connectivity
within Malaysia through the development of Malaysia’s largest 4G
mobile network Yes 4G. This has not only enabled essential
Annual Report 2017 35

SUSTAINABILITY
STATEMENT

SCOPE OF STATEMENT

Reporting period: 1 July 2016 to 30 June 20171

Reporting cycle: Annual

Coverage: This statement covers YTLPI and its significant subsidiaries, YTL Comms, YTL PowerSeraya, Wessex Water
and YTLJT, which comprise more than 95% of our business in terms of revenue for the reporting period.

The Group’s associates, Jawa Power and ElectraNet have been excluded due to the minority ownership
levels. YTLPG has been excluded as its power stations did not operate over the past year. Following the
completion of its power purchase agreement in September 2015, we expect to include YTLPG in future
reports due to the commencement of supply from Paka Power Station on 1 September 2017 under a
new power purchase agreement. We have also excluded the Group’s projects under development,
namely, an 80% stake in PT Tanjung Power Company in Indonesia, as the project is still progressing
towards financial close, and a 45% stake in Attarat Power Company PSC in Jordan, as the project is under
development and is an associated company of the Group.

Our focus this year has been to streamline our key sustainability risks and opportunities through the
materiality assessment exercise, and to establish a data management system to collate baseline data for
the relevant subject areas and issues material to our stakeholders and our company, ultimately setting
targets in line with the United Nations Sustainable Development Goals (SDGs) that will chart our
sustainability journey until 2030.

Accessibility: A PDF version of this statement is available at www.ytlpowerinternational.com.

Our subsidiaries and associated companies have also produced their own reports, available on their
official websites listed below, which provide more information about their sustainability policies,
practices, performance, risks and opportunities.
Wessex Water – www.wessexwater.co.uk
YTL PowerSeraya – ytlpowerseraya.com.sg
Jawa Power – www.jawapower.co.id

Our stakeholders are encouraged to read the YTL Group Sustainability Report 2017, available at
www.ytl.com, for a clear and comprehensive view of the Group’s sustainable business practices,
initiatives, programmes and progress in creating economic, environmental and social (EES) value.

References: Sustainability Reporting Guide issued by Bursa Malaysia Securities Berhad;


Sustainability Reporting Awards (MaSRA) Guidelines for Malaysian Companies

1 Wessex Water Limited’s regulatory year starts from 1 April 2016 to 31 March 2017
36 YTL POWER INTERNATIONAL BERHAD

SUSTAINABILITY
STATEMENT

OUR APPROACH TO SUSTAINABILITY


At YTLPI, we are committed to YTL Group brand values – Honesty, Hard Work, Moral Responsibility, Togetherness and Vitality, and
remain focused on the Group Sustainability Framework. We strive to bring positive change as a force for good by improving lives
everywhere we operate, aiming for a healthy, safe and sustainable environment and always considering the needs of the present
generation whilst, at the same time, anticipating the needs of future generations.

YTL GROUP SUSTAINABILITY FRAMEWORK

EMBRACING THE PROTECTION OF THE EMPOWERING ENRICHING


MARKETPLACE ENVIRONMENT OUR PEOPLE COMMUNITIES
– Risk Management & – Climate Change – Diversity & Inclusiveness – Arts & Culture
Compliance – Energy Efficiency & – Attracting & Retaining – Education
– Supply Chain & Renewable Energy – Development & Benefits – Local Communities
Procurement – Water Consumption – Well-balanced Workplace
– Products & Services – Raw Materials Use – Employee Engagement
– Innovation & Creativity – Waste Management
– Caring about – Biodiversity &
Customers Conservation

In 2016, our parent company, YTL Corp launched the YTL Group
Corporate Statement as the guiding principle for responsible
business, awareness and advocacy. These guiding principles
help us to work towards integrating our values, sustainability
commitments and strategy into our day-to-day business
practices. In addition, our subsidiaries have also set and
communicated their codes of conduct and policies, which are
also made available on their official websites.

In the same year, the United Nations adopted 17 SDGs in the


belief that businesses should play an important role to end
poverty, fight inequality and injustice, and address climate
change among other economic, environmental and social issues
by 2030. Early this year, YTL Corp and YTLPI reviewed how our
diverse businesses were able to contribute to the SDGs and
More information on how we contribute towards these six goals
incorporate these goals into the YTL Group Sustainability
through our business operations and programmes can be found
Framework, where appropriate. We have prioritised six SDGs
in the YTL Group Sustainability Report 2017.
that are most relevant to YTLPI:-
Annual Report 2017 37

SUSTAINABILITY
STATEMENT

SUSTAINABILITY GOVERNANCE

Driven by the YTL Group’s sustainability agenda, YTLPI’s sustainability risks and opportunities are overseen and governed by the
Board of Directors (the Board) with support from YTLPI’s Managing Director, the YTL Group Sustainability Committee (YTL GSC) and
Sustainability Working Teams from respective subsidiaries.

YTLPI Group Sustainability Governance Structure

Board of
Directors

YTL Group
Sustainability Committee
(YTL GSC)

Wessex Water YTL PowerSeraya YTLJT YTLPG YTL Comms


Sustainability Sustainability Sustainability Sustainability Sustainability
Working Team Working Team Working Team Representative(s) Representative(s)

Board of Directors Sustainability Working Team/Representative(s)

The YTL Group’s sustainability strategy has been approved by The designated representative(s) or teams spanning our
the Board of YTL Corp, who have also outlined the conduct of operations play a significant role in aligning the sustainability
responsible business operations across our value chain. Led by agenda into business practices on the ground. Their roles
the Managing Director of YTL Corp and YTLPI, Tan Sri Dato’ (Dr) include managing and monitoring of sustainability issues and
Francis Yeoh Sock Ping, the Board engages with the YTL GSC performance.
every six months to one year to deliberate and strategise
regarding EES issues and progress surrounding our operations More information on our governance and internal control
in Malaysia, Singapore, the UK and Indonesia. systems can be found in the Statement on Corporate Governance
and the Statement on Risk Management and Internal Control
YTL Group Sustainability Committee set out separately in this Annual Report.

Guided by the YTL Group Sustainability Framework and


Corporate Statement, the YTL GSC is responsible for reviewing,
monitoring and providing a strategic approach in managing
sustainability issues impacting our stakeholders, businesses and
society at large across our value chain.
38 YTL POWER INTERNATIONAL BERHAD

SUSTAINABILITY
STATEMENT

MATERIALITY

Determining materiality helps us to identify and prioritise which based on their importance. The significant issues were ranked
issues to focus our efforts on. We define material issues as High, Medium and Low on two axes – importance to internal and
those that would likely have a significant impact, be it positive external stakeholders. As a result of this assessment, a final
or negative, on YTLPI and are relevant to our stakeholders. materiality matrix and a list of material issues were presented
to the Board for their review and approval.
In line with the new Sustainability Reporting Guidelines, an
online survey was conducted this year to assess an extensive This statement focuses on our most relevant material issues as
list of 20 potential issues, with input from leaders and senior presented in the following diagram in the blue quadrant, which
managers from all of our significant business units. Respondents have been categorised into the four themes of our Sustainability
were asked to rate the level of importance of each issue. Using Framework.
a materiality matrix, we systematically assessed material issues

YTLPI Materiality Matrix

Compliance
Effluent and Waste
Economic Performance
Water
Importance to Stakeholders

Energy
Emissions
High Customer Privacy
Anti-Competitive Behaviour
Local Communities
Market Presence
Human Rights
Diversity and Equal Opportunity
Health and Safety
Medium Biodiversity
Materials
Employment
Training and Education
Supply Chain
Indirect Economic Impacts
Marketing and Labelling

Low Medium High

Importance to YTLPI
Annual Report 2017 39

SUSTAINABILITY
STATEMENT

STAKEHOLDER ENGAGEMENT

As a multinational utility company that has a footprint in Asia and Europe, our relationship with stakeholders transcends borders.
Guided by the YTL Group Stakeholder Engagement methodology, we adopted a similar approach to deal with the diverse number of
stakeholders.

The stakeholder engagement exercise provides us with valuable insights on how we perform, and also helps to chart the direction
of our company, a key element to staying agile in fast changing and regulated industries.

At YTLPI, we regularly engage and consult with our stakeholders. We strive to incorporate their feedback into our planning and
actions, where important and relevant to both our business operations and stakeholders. Our stakeholders are the reason we exist,
and thus, when they speak or act, it is essential that we listen and respond.

Stakeholder Engagement for YTLPI

Employees Customers Shareholders and Investors

Approach Approach Approach


• Newsletters and town halls • Website and social media • Annual General Meetings
• Training • Marketing and promotional • Investor relations events
• Annual performance appraisal programmes and events • Annual reports
• Employee engagement surveys • Feedback channels such as emails, • Analyst briefings
• Recreational and team-building sessions phone calls, hotlines and surveys • Website updates
• Roadshows, exhibitions and launches

Key topics Key topics Key topics


• Business strategy, direction and • Product and service quality • Economic performance
sustainability • Competitive pricing • Company growth and value chain
• Reward and recognition • Customer experience • Business strategy and direction
• Training and career development • Safety and security
• Welfare and benefits • Compliance with rules and regulations
• Workplace health and safety

Suppliers Government and Regulators Communities

Approach Approach Approach


• Regular meetings and site visits • Official meetings and visits • Community outreach programmes
• Roadshows, exhibitions and launches • Industry events and seminars • Charitable contributions
• Supplier briefings and training
• Supplier code of conduct
• Supplier assessment system

Key topics Key topics Key topics


• Sharing best practices • Compliance with rules and regulations • Minimising environment and social
• Compliance with rules and regulations • Opportunities for business impacts
• Health and safety excellence investment • Community investments including
• Fair treatment of suppliers • Community investment donations, and volunteering
programmes
40 YTL POWER INTERNATIONAL BERHAD

SUSTAINABILITY
STATEMENT

PERFORMANCE HIGHLIGHTS
ACTIVITIES IN MALAYSIA ACTIVITIES IN SINGAPORE

It is an integral part of YTL Comms’ vision and mission to create value YTL PowerSeraya’s sustainability vision is to promote a positive and
and drive positive change through the Internet and related technology, sustainable environment as well as to improve its contribution to the
not just for our customers, but also for the entire nation. In line with the community in which the company operates from a social perspective.
YTL Group Sustainability Framework and SDGs commitment, YTL Comms Through five thrusts under this strategy as well as the YTL Group
is committed through its 4G network, Yes, to improve the way Malaysians Sustainability Framework and the SDGs commitment, YTL PowerSeraya
learn, live, work and play, and enable the next generation to be Internet- is seeking to build confidence among its stakeholders where all areas
savvy. The division’s goal is to achieve all those goals in responsible and contribute towards building its financial, social and natural capital.
sustainable ways.
1. Invest in cleaner energy solutions
For the year under review, below is the snapshot of YTL Comms’ 2. Incorporate greenhouse gas (GHG) emissions into management
sustainability initiatives and key achievements: agenda
3. Build strategic partnerships
• In recognition of its leadership as the first mobile operator in
4. Nurture human capital
Malaysia to offer nationwide Voice-over-LTE (VoLTE), YTL Comms
5. Grow with the community
was awarded with the “Most Innovative Voice Service” at the
prestigious Telecoms Asia Awards 2017 – a testament to the
For the year under review, YTL PowerSeraya’s performance and key
company’s commitment to delivering a truly innovative 4G mobile
achievements are highlighted as follows:
experience.
• For the tenth consecutive year, YTL PowerSeraya organised its own
• Offering a strong 85%+ population coverage in Peninsular Malaysia
Earth Hour activity on 24 March 2017. Employees, customers, as
and Sabah, with plans to launch in Sarawak in the near future, Yes
well as the company’s adopted charity, GROW (Goodwill,
has levelled the playing field between urban and rural communities
Rehabilitation and Occupational Workshop) switched off non-
where all Malaysians can enjoy equal access to the same world-class
essential lights in their offices and buildings from 11am through
quality 4G Internet at affordable rates.
lunch-time.
• Ministry of Education and YTL Comms worked together to accelerate
• In October 2016, YTL PowerSeraya renewed its Eco-Office
the ministry’s nationwide distribution of Yes Altitude 4G LTE
certification. The Eco-Office journey, which began in 2008, has come
smartphones and data plans to school teachers, under Phase Two of
a long way in building a sustainability mindset within the company.
1BestariNet.
This accomplishment further validates the company’s commitment to
• Yes continues its long-time support for a wide range of community maintain electricity, water and paper consumption at responsible and
events such as the annual Starwalk walkathons in Ipoh and Penang sustainable levels.
where it has been a platinum sponsor for five years in a row, Anak-
• Water self-sufficiency was maintained at the power plant, where
Anak Malaysia Walk, National Teacher’s Day Festival, as well as the
98% of water consumed came from desalinated and recycled water.
festive cultural celebrations in Sabah, such as Harvest Festival
Carnival, and 12th Gaya Christmas Carnival. • For the reporting period, the employees, together with service
partners at the power station, registered 1.1 accidents per million
• In a move to increase awareness on the importance of Earth Hour
man-hours worked. In terms of lost time, this worked out to about
amongst employees, the company sponsored 23 employees and
37.3 man-days lost per million man-hours worked. This is better than
their family members to participate in the 3km Earth Hour Night
the 2016 Singapore national average.
Walk 2017 in Petaling Jaya.
Annual Report 2017 41

SUSTAINABILITY
STATEMENT

• A Training Needs Analysis and Planning process is carried out every • GROW collaborated with YTL PowerSeraya to initiate “Make a
year to identify and execute a training plan that seeks to close the Difference”. This project aimed specifically to make a difference to
competency and performance gaps of employees, and to support Bobby, a cerebral palsy member from GROW, by helping him to
business needs. A total of 700 training sessions, with an average of improve his home living conditions. Employee volunteers spent some
two training sessions per employee are planned for employee time in October 2016 to help Bobby clean his flat and replace old
training and development each year. items with new ones.

• Since 2016, YTL PowerSeraya has sought to foster shared ownership • Through “Steptember” challenge, a fundraising initiative by the
of the learning environment by organising more in-house training Cerebral Palsy Alliance Singapore (CPAS), YTL PowerSeraya raised
through internal experts well versed in various areas. These efforts close to SGD7,000 for GROW (which comes under the care of CPAS).
will continue and will hopefully enable a more effective transfer of This initiative challenged participants to take 10,000 steps a day to
knowledge across different groups and functions. stay healthy whilst raising funds for CPAS at the same time.

• YTL PowerSeraya continues to offer scholarships in local polytechnics • Towards end of 2016, employees celebrated Christmas with more
and universities to attract talented individuals to be groomed as than 80 GROW beneficiaries at the Safra Punggol Bowling Centre.
engineering specialists and for leadership succession opportunities, During the festive period before Chinese New Year in January 2017,
and to continuously build the employer brand. To date, a total of used items that were still in good condition were also donated to the
eight scholarships have been awarded under the SGIS (Singapore- charity’s thrift store for sale.
Industry Programme), EIS (Energy-Industry Scholarship) and
SkillsFuture Earn and Learn scholarship programmes. ACTIVITIES IN INDONESIA
• The water education programme PLAY (Punggol Learning Adventure
for Youths) saw the participation of 255 students from seven upper
primary and secondary schools in Singapore. This learning programme
was developed in partnership with the Waterways Watch Society in Jawa Power, in close cooperation with YTLJT, has consistently pursued
2014 to raise youth awareness and knowledge of water issues at programmes which help to mitigate negative environmental impacts and
both the local and global levels. enhance community welfare and engagement. Following are the major
achievements during the year under review:
• The company’s flagship sustainability programme, REAP (Responsible
Energy Advocates Programme), was launched in 2010 to help • Through meticulous preventive maintenance, continuous
develop students to be energy advocates by raising their awareness technological improvements and complying with ISO standards, the
on energy conservation. As part of the project assignments to be power station achieved high efficiency rates, comparable to when it
fulfilled in 2016, students developed a smartphone application to first commenced commercial operation 17 years ago.
educate and engage their intended target audience on an energy
• Energy saving programmes with solar photovoltaic system:
conservation topic, as well as conducted an eco-experiment to
understand the relationship between household resources (e.g. – Installed 51.48kWp solar panels on the rooftop of the operator
utilities, food waste and plastic waste) and its associated energy housing complex (OHC) community centre and sports hall which
footprint. They also had to monitor and optimise their home energy are expected to reduce approximately 20% of the total energy
consumption. More than a third of its participating students achieved consumption within the OHC.
the 10% energy reduction target set for their households. – Installed solar panel street lights at the entrance of OHC.

• The Energy Learning Hub (ELH), located at the premises of YTL – Installed rooftop solar panels at the main office which are
PowerSeraya’s adopted school, Greenridge Secondary School, hosted expected to supply around 20% of the energy requirements of
about 60 student visitors in the last financial year. These students the office.
hail from overseas schools and included those who were keen to learn
• The combination of pollution abatement technologies applied at the
more about energy and climate change. The hub aims to provide
plant coupled with the carefully selected domestic coal supply have
students with the opportunity to learn about environmental issues in
ensured the plant’s compliance with Indonesian legislative limits and
a fun way.
regulations on NOx (nitrogen oxides), SOx (sulphur oxides) and
particulate emissions.
42 YTL POWER INTERNATIONAL BERHAD

SUSTAINABILITY
STATEMENT

• All outlet cooling water from the power station is monitored by an – Jointly founded, in cooperation with the local community, SMP
online system before being discharged into the sea. In addition, Bhakti Pertiwi (Junior High School) and SMA Tunas Luhur (Senior
monthly outlet water sampling is conducted by the local High School). Both schools received “A” accreditation from the
environmental authority and samples are sent to an independent Indonesian Ministry of Education and also the National Adiwiyata
laboratory for analysis. The compliance to regulatory levels has been Award in 2014. Many of the graduates are now studying at
consistently recorded at 100%. renowned local universities in Surabaya and Malang.

• With constant monitoring of seawater quality around the power – By the end of 2017, a total of 39 micro hydro units, 470 biogas
station, it has been proven that the discharge water quality is domes and 78 solar energy units will be installed as part of its
suitable for aquatic life which continues to thrive as it has since Alternative Energy Development programme commenced in
2000. 2012, supplying electricity to rural and remote areas without
any or with only limited power supply.
• The water conservation programme initiated in 2010, has
successfully reduced water usage by up to 43%. The reduction has
ACTIVITIES IN THE UK
also directly decreased the chemical and electrical power
consumption for water production as well as wastewater discharge
levels.

• In 2016, 83% of hazardous waste was recycled, such as fly ash, Wessex Water is the Group’s water and sewerage operations subsidiary
bottom ash, wastewater treatment plant sludge, waste oil and used in the UK. Wessex Water’s approach to sustainability is based on the
batteries. same four themes as YTLPI’s and the YTL Group’s aims: to provide
• Since 2016, YTLJT has produced >600,000 paving blocks from customers with excellent and affordable services at competitive rates; to
waste fly ash and bottom ash preventing these from being sent to protect and improve the environment and contribute to society at large;
landfill. to be a good place to work in which all employees can work safely and
reach their full potential; and to deliver the best possible returns to
• In 2013, YTLJT initiated a mangrove and sea pine replanting project investors.
with a target of planting 20,000 mangroves and 10,000 sea pines
annually along approximately 6km of coastline in the province of As in previous years, Wessex Water’s work and achievements during the
Probolinggo and Situbondo. To date, a total of 58,600 mangroves reporting period further advanced these aims as follows:
and 26,000 sea pines have been planted. The development is now
being conducted jointly by the Probolinggo Government and YTLJT. • Achieved the Institute of Customer Service’s ServiceMark with
distinction, one of only ten companies in the UK to attain this level.
• YTLJT received its second PROPER GOLD Award in 2016, after the
first one in 2013, and remains the only coal-fired power station in • Being one of only two water companies to commit to fixing as many
Indonesia which has ever received the PROPER GOLD Award. reported leaks as possible within a single day; Wessex Water
increased its attainment level to 70%.
• Various community investments of approximately IDR5 billion were
undertaken during the reporting period. • Overall drinking water compliance in 2016 reached 99.95%.

• Activities under YTLJT’s sustainability programmes, which are • Generated almost 30% of Wessex Water’s energy needs from its
focused on Education Quality, Community Empowerment, Health, own renewable sources.
the Environment and the Development of Alternative Energy, • Increased resilience through completed elements of its regional
included: water supply grid scheme.
– Sponsored 16 scholarships, 100 education assistance schemes
• Fitted efficient water devices and fixed faulty plumbing in more
and 2,000 school bags and books.
than 5,000 homes.

• Helped pay ongoing charges and repay debt, as well as offering


practical help to reduce water and energy bills for an additional
27,000 customers who are financially vulnerable.
Annual Report 2017 43

SUSTAINABILITY
STATEMENT

MOVING FORWARD
• In the Bristol Avon catchment, Wessex Water launched a UK-first Whilst we will retain our overall commitment to our sustainability
programme with the Environment Agency, which involves regulating pillars of Marketplace, Environment, People and Community, our
the total mass of phosphorus discharge from a group of sewage roadmap for power generation includes additional plants in
treatment works. Another UK-first is its online reverse auction Indonesia and Jordan which will help to provide an important
platform (EnTrade), initially to encourage farmers to plant cover
source of energy for those countries, and in the case of the
crops that reduce the amount of harmful nutrients entering Poole
Jordan project, reduce the country’s reliance on imported fuels.
Harbour.
Reducing energy poverty also remains a core driver of our
• Wessex Water’s management of nearly 300 hectares of land community projects in developing countries such as Indonesia,
designated as Sites of Special Scientific Interest means that 99.5% and ensuring a safe and equitable workplace is essential to
of these vital habitats were assessed as being in favourable or building trust and confidence with our people as well as the
recovering condition.
communities in which they live. We have never compromised
• The Young People’s Panel brings the views of young adults into its the opportunities and prospects of future generations to satisfy
decision making as the company plans its future operations. It is an the needs of the current generation.
innovative way of engaging young people, whereby Wessex Water
gains insights from them and they gain real-life experience from the Moving forward, we will continue to look for ways to strengthen
company, which also helps them develop their future careers. our commitment to sustainability, regularly review the progress
• This year the company launched its People Programme, a dedicated we have made, continually strive to improve our policies,
programme of initiatives to address current and future strategic systems and performance and work to enrich the lives of
people priorities in areas including resourcing, talent management, communities where we operate.
reward and recognition, future working, diversity and employee
well-being.

• The apprenticeship strategy is proving successful for both the FEEDBACK


company and the local community, offering secure employment This statement demonstrates our commitment to keeping our
opportunities across the region. stakeholders abreast of our sustainability initiatives,
• Wessex Water continued its joint research programme with the developments, reporting and communication. Please do send us
University of Bath, a water innovation and research centre based at your feedback at [email protected].
the university.

• Wessex Water published its updated strategic direction document at


www.wessexwater.co.uk/ourstrategy, setting out what it aims to
deliver to customers, society at large and the environment, as well
as its key priorities for the future, based on wide and ongoing
conversations with its customers and stakeholders.
44 YTL POWER INTERNATIONAL BERHAD

NOTICE OF
ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-First Annual General Meeting of


YTL Power International Berhad (“the Company”) will be held at Mayang Sari
Grand Ballroom, Lower Level 3, JW Marriott Hotel Kuala Lumpur, 183, Jalan
Bukit Bintang, 55100 Kuala Lumpur on Tuesday, the 12th day of December,
2017 at 10.00 a.m. to transact the following business:-

AS ORDINARY BUSINESS
1. To lay before the meeting the Audited Financial Statements for the financial year ended 30 June 2017 Please refer
together with the Reports of the Directors and Auditors thereon. Explanatory Note A

2. To re-elect the following Directors who retire pursuant to Article 84 of the Company’s Constitution:-

(i) Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping Resolution 1
(ii) Dato’ Yusli Bin Mohamed Yusoff Resolution 2
(iii) Dato’ Sri Michael Yeoh Sock Siong Resolution 3
(iv) Dato’ Mark Yeoh Seok Kah Resolution 4

3. To re-appoint Tan Sri Datuk Dr. Aris Bin Osman @ Othman as Director of the Company. Resolution 5

4. To approve the payment of Directors’ fees amounting to RM760,000 for the financial year ended 30 June
2017. Resolution 6

5. To approve the payment of meeting attendance allowance of RM1,000 per meeting for each Non-
Executive Director with effect from February 2017 until otherwise resolved. Resolution 7

6. To re-appoint the Auditors and to authorise the Directors to fix their remuneration. Resolution 8

AS SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions:-

ORDINARY RESOLUTIONS:-

7. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTORS

(i) “THAT subject to the passing of Ordinary Resolution 5, approval be and is hereby given to Tan Sri
Datuk Dr. Aris Bin Osman @ Othman, who has served as Independent Non-Executive Director of the
Company for a cumulative term of more than nine years, to continue to serve as an Independent
Non-Executive Director of the Company.” Resolution 9

(ii) “THAT approval be and is hereby given to Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng, who has served
as Independent Non-Executive Director of the Company for a cumulative term of more than nine
years, to continue to serve as an Independent Non-Executive Director of the Company.” Resolution 10
Annual Report 2017 45

NOTICE OF
ANNUAL GENERAL MEETING

8. PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 75 OF THE COMPANIES


ACT, 2016

“THAT pursuant to Section 75 of the Companies Act, 2016, the Directors be and are hereby empowered
to allot and issue shares in the Company at any time until the conclusion of the next Annual General
Meeting and 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 does not exceed
ten per centum (10%) of the total number of issued shares of the Company for the time being and that
the Directors be and are also empowered to obtain the approval for the listing of and quotation for the
additional shares so issued on Bursa Malaysia Securities Berhad.” Resolution 11

9. PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

“THAT subject to the Company’s compliance with all applicable rules, regulations, orders and guidelines
made pursuant to the Companies Act, 2016, the provisions of the Company’s Constitution and the Bursa
Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Main LR”) and the
approvals of all relevant authorities, the Company be and is hereby authorised, to the fullest extent
permitted by law, to buy back and/or hold from time to time and at any time such amount of ordinary
shares in the Company as may be determined by the Directors of the Company from time to time through
Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the
interests of the Company (“the Proposed Share Buy-Back”) provided that:-

(i) The maximum number of shares which may be purchased and/or held by the Company at any point
of time pursuant to the Proposed Share Buy-Back shall not exceed ten per centum (10%) of the
total number of issued shares of the Company for the time being quoted on Bursa Securities
provided always that in the event that the Company ceases to hold all or any part of such shares as
a result of, amongst others, cancellation of shares, sale of shares on the market of Bursa Securities
or distribution of treasury shares to shareholders as dividend in respect of shares bought back under
the previous shareholder mandate for share buy-back which was obtained at the Annual General
Meeting held on 22 November 2016, the Company shall be entitled to further purchase and/or hold
such additional number of shares as shall (in aggregate with the shares then still held by the
Company) not exceed ten per centum (10%) of the total number of issued shares of the Company
for the time being quoted on Bursa Securities;

(ii) The maximum amount of funds to be allocated by the Company pursuant to the Proposed Share
Buy-Back shall not exceed the sum of Retained Profits of the Company based on its latest audited
financial statements available up to the date of a transaction pursuant to the Proposed Share Buy-
Back; and

(iii) The shares purchased by the Company pursuant to the Proposed Share Buy-Back may be dealt with
by the Directors in all or any of the following manner:-

(a) the shares so purchased may be cancelled; and/or


(b) the shares so purchased may be retained in treasury for distribution as dividends to the
shareholders and/or resold on the market of Bursa Securities and/or subsequently cancelled;
and/or
(c) part of the shares so purchased may be retained as treasury shares with the remainder being
cancelled; and/or
(d) transfer the shares, or any of the shares for the purposes of or under an employees’ shares
scheme; and/or
(e) transfer the shares, or any of the shares as purchase consideration; and/or
(f) deal with the shares in any other manner as may be permitted by the applicable laws and/or
regulations in force from time to time;
46 YTL POWER INTERNATIONAL BERHAD

NOTICE OF
ANNUAL GENERAL MEETING

AND THAT such authority shall commence upon the passing of this resolution, until the conclusion of the
next Annual General Meeting of the Company or the expiry of the period within which the next Annual
General Meeting is required by law to be held unless revoked or varied by Ordinary Resolution of the
shareholders of the Company in general meeting, whichever occurs first, but so as not to prejudice the
completion of a purchase made before such expiry date;

AND THAT the Directors of the Company be and are hereby authorised to take all steps as are necessary
or expedient to implement or to give effect to the Proposed Share Buy-Back with full powers to amend
and/or assent to any conditions, modifications, variations or amendments (if any) as may be imposed by
the relevant governmental/regulatory authorities from time to time and with full power to do all such
acts and things thereafter in accordance with the Companies Act, 2016, the provisions of the Company’s
Constitution and the Main LR and all other relevant governmental/regulatory authorities.” Resolution 12

10. PROPOSED RENEWAL OF SHAREHOLDER MANDATE FOR EXISTING RECURRENT RELATED


PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“RRPT”) AND PROPOSED NEW
SHAREHOLDER MANDATE FOR ADDITIONAL RRPT

“THAT the Company and/or its subsidiaries be and is/are hereby authorised to enter into recurrent
related party transactions from time to time with Related Parties who may be a Director, a major
shareholder of the Company and/or its subsidiaries or a person connected with such a Director or major
shareholder as specified in section 2.1.2 (a) & (b) of the Circular to Shareholders dated 30 October 2017
subject to the following:-

(i) the transactions are of a revenue or trading in nature which are necessary for the day-to-day
operations of the Company and/or its subsidiaries and are transacted on terms consistent or
comparable with market or normal trade practices and/or based on normal commercial terms and on
terms not more favourable to the Related Parties than those generally available to the public and
are not to the detriment of the minority shareholders; and

(ii) disclosure is made in the annual report of the aggregate value of transactions conducted during the
financial year pursuant to the shareholder mandate in accordance with the Bursa Malaysia Securities
Berhad Main Market Listing Requirements;

THAT the mandate given by the shareholders of the Company shall only continue to be in force until the
conclusion of the next Annual General Meeting of the Company or the expiry of the period within which
the next Annual General Meeting is required to be held pursuant to Section 340(2) of the Companies Act,
2016 (the “Act”) (but shall not extend to such extension as may be allowed pursuant to Section 340(4)
of the Act); unless revoked or varied by Ordinary Resolution of the shareholders of the Company in
general meeting, whichever is the earlier;

AND THAT the Directors of the Company be authorised to complete and do such acts and things as they
may consider expedient or necessary to give full effect to the shareholder mandate.” Resolution 13

By Order of the Board,

HO SAY KENG
Company Secretary

KUALA LUMPUR
30 October 2017
Annual Report 2017 47

NOTICE OF
ANNUAL GENERAL MEETING

NOTES:- Payment of Directors’ Benefits

A member entitled to attend and vote at the meeting may appoint a proxy to In accordance with the requirements of Section 230(1) of the Companies Act,
vote in his stead. A proxy may but need not be a member of the Company. A 2016, approval of the members is sought for the payment of meeting attendance
member other than an Authorised Nominee shall not be entitled to appoint allowance (a benefit) to the Non-Executive Directors of the Company. If
more than one proxy to attend and vote at the same meeting and where such Resolution 7 is passed, the payment of meeting attendance allowance at the
member appoints more than one proxy to attend and vote at the same quantum specified will continue until such time a revision is proposed.
meeting, such appointment shall be invalid. Where a member of the Company
is an Exempt Authorised Nominee as defined under the Securities Industry
(Central Depositories) Act, 1991, which holds ordinary shares in the Company EXPLANATORY NOTES TO SPECIAL BUSINESS
for multiple beneficial owners in one securities account (“Omnibus Account”),
there is no limit to the number of proxies which the Exempt Authorised Resolutions on the Continuing in Office as Independent Non-
Nominee may appoint in respect of each Omnibus Account it holds. Executive Directors

The instrument appointing a proxy, in the case of an individual, shall be In line with Recommendation 3.3 of the Malaysian Code on Corporate
signed by the appointor or his attorney and in the case of a corporation, Governance 2012, Resolutions 9 and 10 are to enable Tan Sri Datuk Dr. Aris
either under seal or under the hand of an officer or attorney duly authorised Bin Osman @ Othman and Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng to
in writing. The original instrument appointing a proxy shall be deposited at continue serving as Independent Directors of the Company to fulfil the
the office of the appointed share registrar for the Annual General Meeting, requirements of Paragraph 3.04 of the Bursa Malaysia Securities Berhad Main
Tricor Investor & Issuing House Services Sdn Bhd, at Unit 32-01, Level 32, Market Listing Requirements. The justifications of the Board of Directors for
Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan recommending and supporting the resolutions for their continuing in office as
Kerinchi, 59200 Kuala Lumpur not less than 48 hours before the time Independent Directors are set out under the Nominating Committee
appointed for holding the meeting. For the purpose of determining a member Statement in the Company’s Annual Report 2017.
who shall be entitled to attend the Meeting, the Company shall be requesting
Bursa Malaysia Depository Sdn Bhd, in accordance with Article 60(2) of the Resolution pursuant to Section 75 of the Companies Act, 2016
Company’s Constitution and Section 34(1) of the Securities Industry (Central
Depositories) Act, 1991 to issue a General Meeting Record of Depositors as at Resolution 11 is a renewal of the general authority given to the Directors of
5 December 2017. Only a depositor whose name appears on the General the Company to allot and issue shares as approved by the shareholders at the
Meeting Record of Depositors as at 5 December 2017 shall be entitled to Twentieth AGM held on 22 November 2016 (“Previous Mandate”).
attend the said meeting or appoint proxy to attend and/or vote in his stead.
As at the date of this Notice, the Company has not issued any new shares
pursuant to the Previous Mandate which will lapse at the conclusion of this
EXPLANATORY NOTES TO ORDINARY BUSINESS AGM.

Note A Resolution 11, if passed, will enable the Directors to allot and issue ordinary
shares at any time up to an amount not exceeding ten per centum (10%) of
This Agenda item is meant for discussion only as under the provisions of the total number of issued shares of the Company for the time being without
Section 340(1)(a) of the Companies Act, 2016, the audited financial convening a general meeting which will be both time and cost consuming.
statements do not require formal approval of shareholders and hence, the This mandate will provide flexibility to the Company for any possible fund
matter will not be put forward for voting. raising activities, including but not limited to placement of shares, for purpose
of funding future investment project(s), working capital and/or acquisitions.
Re-appointment of Director
Resolution pertaining to the Renewal of Authority to Buy-Back
Tan Sri Datuk Dr. Aris Bin Osman @ Othman was re-appointed as a Director of Shares of the Company
the Company at the Twentieth Annual General Meeting (“AGM”) of the
Company held on 22 November 2016 pursuant to Section 129(6) of the For Resolution 12, further information on the Share Buy-Back is set out in
Companies Act, 1965, to hold office until the conclusion of this AGM. Part A of the Statement/Circular dated 30 October 2017 which is despatched
together with the Company’s Annual Report 2017.
The Companies Act, 2016 which came into force on 31 January 2017, abolished
the 70-year age limit for directors and the corresponding requirement for the Resolution pertaining to the Recurrent Related Party Transactions
continuing in office of directors of or over the age of 70 to be subject to
members’ approval at each annual general meeting. As such, Resolution 5 if For Resolution 13, further information on the Recurrent Related Party
passed, will enable Tan Sri Datuk Dr. Aris Bin Osman @ Othman to continue in Transactions is set out in Part B of the Statement/Circular dated 30 October
office until such time that he is subject to retire by rotation in accordance 2017 which is despatched together with the Company’s Annual Report 2017.
with the requirements of the Company’s Constitution.
48 YTL POWER INTERNATIONAL BERHAD

STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
(PURSUANT TO PARAGRAPH 8.27(2) OF BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS)

1. DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS (EXCLUDING


DIRECTORS STANDING FOR RE-ELECTION)

No individual is seeking election as a Director at the Twenty-First Annual General Meeting of the Company.

2. GENERAL MANDATE FOR ISSUE OF SECURITIES IN ACCORDANCE WITH PARAGRAPH 6.03(3) OF


BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS

Details of the general mandate/authority for Directors to allot and issue shares in the Company pursuant to Section 75 of the
Companies Act, 2016 are set out in the Explanatory Notes to Special Business of the Notice of Twenty-First Annual General
Meeting.
Annual Report 2017 49

CORPORATE
INFORMATION

BOARD OF DIRECTORS REGISTERED OFFICE


EXECUTIVE CHAIRMAN 11th Floor, Yeoh Tiong Lay Plaza
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 55 Jalan Bukit Bintang
PSM, SPMS, SPDK, DPMS, KMN, PPN, PJK 55100 Kuala Lumpur
Hon DEng (Heriot-Watt), DBA (Hon) (UMS), Chartered Builder Tel : 603 2117 0088
FCIOB, FAIB, FFB, FBIM, FSIET, FBGAM, FMID 603 2142 6633
Fax : 603 2141 2703
MANAGING DIRECTOR
BUSINESS OFFICE
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
PSM, CBE, FICE, SIMP, DPMS, DPMP, JMN, JP 7th Floor, Yeoh Tiong Lay Plaza
Hon LLD (Nottingham), Hon DEng (Kingston), BSc (Hons) Civil Engineering, 55 Jalan Bukit Bintang
FFB, F Inst D, MBIM, RIM 55100 Kuala Lumpur
Tel : 603 2117 0088
DEPUTY MANAGING DIRECTOR 603 2142 6633
Dato’ Yeoh Seok Kian Fax : 603 2141 2703
DSSA
BSc (Hons) Bldg, MCIOB, FFB REGISTRAR
YTL Corporation Berhad
DIRECTORS 11th Floor, Yeoh Tiong Lay Plaza
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 55 Jalan Bukit Bintang
PSM, DPMT, ASM, JP 55100 Kuala Lumpur
Tel : 603 2117 0088
Tan Sri Datuk Dr. Aris Bin Osman @ Othman
PSM, PJN, KMN
603 2142 6633
PhD (Development Economics), MA (Development Economics), BA (Hons) Fax : 603 2141 2703
(Analytical Economics)
AUDIT COMMITTEE
Dato’ Yusli Bin Mohamed Yusoff
DPMS Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
BA (Hons) (Economics) (Chairman and Independent Non-Executive Director)

Dato’ Yeoh Soo Min Tan Sri Datuk Dr. Aris Bin Osman @ Othman
DSPN, DPMP, DIMP (Independent Non-Executive Director)
BA (Hons) Accounting
Faiz Bin Ishak
Dato’ Yeoh Seok Hong (Independent Non-Executive Director)
DSPN, JP
BEng (Hons) Civil & Structural Engineering, FFB NOMINATING COMMITTEE
Dato’ Sri Michael Yeoh Sock Siong Tan Sri Datuk Dr. Aris Bin Osman @ Othman
DIMP, SSAP (Chairman and Independent Non-Executive Director)
BEng (Hons) Civil & Structural Engineering, FFB
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
Dato’ Yeoh Soo Keng (Independent Non-Executive Director)
DIMP
Dato’ Yusli Bin Mohamed Yusoff
BSc (Hons) Civil Engineering
(Independent Non-Executive Director)
Dato’ Mark Yeoh Seok Kah
DSSA AUDITORS
LLB (Hons)
PricewaterhouseCoopers (AF 1146)
Syed Abdullah Bin Syed Abd. Kadir Chartered Accountants
BSc (Engineering Production), BCom (Economics) Level 10, 1 Sentral, Jalan Rakyat
Kuala Lumpur Sentral
Faiz Bin Ishak 50470 Kuala Lumpur
Fellow of the Association of Chartered Certified Accountants

STOCK EXCHANGE LISTING


COMPANY SECRETARY
Bursa Malaysia Securities Berhad
Ho Say Keng
Main Market (23.5.1997)
50 YTL POWER INTERNATIONAL BERHAD

PROFILE OF
THE BOARD OF DIRECTORS

TAN SRI DATO’ SERI (DR) YEOH board member of other public companies as YTL Industries Berhad and YTL Cement
TIONG LAY such as YTL Cement Berhad and YTL Berhad. He is the Chairman of private
Industries Berhad, and a private utilities utilities corporations, Wessex Water
Malaysian, male, aged 87, was appointed
corporation, Wessex Water Limited in Services Limited in England and Wales,
to the Board on 21 October 1996 and has
England and Wales. He also sits on the and YTL PowerSeraya Pte Limited in
been the Executive Chairman since
board of trustees of YTL Foundation. Singapore. Tan Sri Francis is also an
31  October 1996. His contributions are
Independent Non-Executive Director of
well recognised with the conferment of
The Hong Kong and Shanghai Banking
the title of Doctor of Engineering by
TAN SRI DATO’ (DR) FRANCIS Corporation Limited and is a director and
Heriot-Watt University, Edinburgh and
YEOH SOCK PING Chief Executive Officer of Pintar Projek
his appointment as Honorary Life
Malaysian, male, aged 63, was appointed Sdn Bhd, the manager of YTL Hospitality
President of the Master Builders
to the Board on 18  October 1996 as an REIT. He also sits on the board of
Association of Malaysia in 1988. He is
Executive Director and has been the trustees of YTL Foundation. He also
the co-founder and the first Chairman of
Managing Director of the Company since serves on the board of directors of Suu
the ASEAN Constructors’ Federation. On
then. Tan Sri Francis studied at Kingston Foundation, a humanitarian organisation
26 October 2002, Tan Sri Yeoh Tiong Lay
University in the United Kingdom, where committed to improving healthcare and
was conferred the Honorary Doctorate in
he obtained a Bachelor of Science (Hons) education in Myanmar.
Philosophy (Business Administration) by
Universiti Malaysia Sabah. He was Degree in Civil Engineering and was
conferred an Honorary Doctorate of He is a Founder Member of the Malaysian
installed as Pro-Chancellor for Universiti
Engineering in 2004. In July 2014, Tan Sri Business Council and The Capital Markets
Malaysia Sabah on 1  July 2005. He is the
Francis was conferred an Honorary Advisory Council, member of The Nature
past President and Lifetime member of
Degree of Doctor of Laws from University Conservancy Asia Pacific Council and the
the International Federation of Asian and
of Nottingham. He became the Managing Asia Business Council, Trustee of the
Western Pacific Contractors Association.
Director of YTL Corporation Berhad Asia Society and Chairman for South East
On 19 January 2008, Tan Sri Yeoh Tiong
Group in 1988 which, under his Asia of the International Friends of
Lay was conferred the prestigious Order
stewardship, has grown from a single Louvre. He is also a member of the
of the Rising Sun, Gold Rays with Neck
listed company into a global integrated Advisory Council of London Business
Ribbon by the Emperor of Japan in
infrastructure developer, encompassing School, Wharton School and INSEAD. He
recognition of his outstanding
multiple listed entities ie. YTL Corporation is the first non-Italian board member of
contribution towards the economic co-
Berhad, YTL Power International Berhad, the historic Rome Opera House and
operation and friendship between Japan
YTL Land & Development Berhad, YTL helped fund its restoration to keep it
and Malaysia, including his efforts as an
Hospitality REIT and Starhill Global REIT. from closing. He served as a member of
executive member and Vice President of
the Barclays Asia-Pacific Advisory
the Malaysia-Japan Economic Association.
He is presently the Managing Director of Committee from 2005 to 2012. Tan Sri
On 20  August 2009, Tan Sri Yeoh Tiong
YTL Corporation Berhad and YTL Land & Francis was made a board member of
Lay was accorded a Lifetime Achievement
Development Berhad which are listed on Global Child Forum by His Majesty King
Award at the Asia Pacific Entrepreneurship
the Main Market of Bursa Malaysia Carl XVI Gustaf in May 2016.
Awards 2009 (APEA 2009) in recognition
of his outstanding entrepreneurial Securities Berhad. He is the Executive
Chairman and Managing Director of YTL He was ranked by both Fortune and
achievements and contribution towards
e-Solutions Berhad. He is also the Businessweek magazines as Asia’s 25
the development of the nation. He is also
Executive Chairman of YTL Starhill Global Most Powerful and Influential Business
the Honorary Chairman of Tung Shin
REIT Management Limited, the manager Personalities and one of Asia’s Top
Hospital and is on the Board of Governors
of Starhill Global REIT, a vehicle listed on Executives by Asiamoney. He won the
for several schools. Tan Sri Yeoh Tiong
the Main Board of the Singapore inaugural Ernst & Young’s Master
Lay is also the Executive Chairman of
Exchange Securities Trading Limited Entrepreneur in Malaysia in 2002 and
YTL Corporation Berhad, a company
(SGX-ST). Tan Sri Francis sits on the was named as Malaysia’s CEO of the Year
listed on the Main Market of Bursa
boards of several public companies such by CNBC Asia Pacific in 2005.
Malaysia Securities Berhad. He is also a
Annual Report 2017 51

PROFILE OF
THE BOARD OF DIRECTORS

In 2006, he was awarded the Commander Fellow of the Faculty of Building, United of Tenaga Nasional Berhad, the successor
of the Most Excellent Order of the British Kingdom as well as a Member of the to Lembaga Letrik Negara until 15
Empire (CBE) by Her Majesty Queen Chartered Institute of Building (UK). He September 2010. Tan Sri Dato’ Lau had
Elizabeth II, and received a prestigious serves as Deputy Managing Director of also served as director of MCT Berhad,
professional accolade when made a YTL Corporation Berhad and Executive Nanyang Press Holdings Berhad, Media
Fellow of the Institute of Civil Engineers Director of YTL Land & Development Chinese International Limited (a
in London in 2008. He was the Primus Berhad, both listed on the Main Market corporation listed on the Main Market of
Inter Pares Honouree of the 2010 Oslo of Bursa Malaysia Securities Berhad. Bursa Malaysia Securities Berhad and
Business for Peace Award, for his Dato’ Yeoh also sits on the boards of The Stock Exchange of Hong Kong
advocacy of socially responsible business other public companies such as YTL Limited), and Chairman of Star Publication
ethics and practices. The Award was Cement Berhad, YTL Industries Berhad (Malaysia) Berhad. He is currently a board
conferred by a panel of Nobel Laureates and The Kuala Lumpur Performing Arts member of Ahmad Zaki Resources
in Oslo, home of the Nobel Peace Prize. Centre, and private utilities corporations, Berhad which is listed on the Main Market
He also received the Corporate Social Wessex Water Limited in England and of Bursa Malaysia Securities Berhad. Tan
Responsibility Award at CNBC’s 9th Asia Wales, YTL PowerSeraya Pte Limited in Sri Dato’ Lau also sits on the Board of
Business Leaders Awards 2010. He Singapore, as well as YTL Starhill Global Trustees of TARC Education Foundation.
received the Lifetime Achievement REIT Management Limited, the manager
Award for Leadership in Regulated of Starhill Global REIT, a vehicle listed on
Industries at the 7th World Chinese the Main Board of the Singapore TAN SRI DATUK DR. ARIS BIN
Economic Summit held in London in Exchange Securities Trading Limited OSMAN @ OTHMAN
2015. He was also awarded the (SGX-ST). He is also an Executive Director Malaysian, male, aged 73, was appointed
prestigious Muhammad Ali Celebrity Fight of Pintar Projek Sdn Bhd, the manager of to the Board on 12 June 2006 as an
Night Award at the 2016 Celebrity Fight YTL Hospitality REIT. Independent Non-Executive Director. He
Night in Arizona. In 2017, he was is also the Chairman of the Nominating
honoured with the Kuala Lumpur Mayor’s Committee and a member of the Audit
Award for Outstanding Contribution at TAN SRI DATO’ LAU YIN PIN @ Committee. Tan Sri Datuk Dr. Aris holds a
the Kuala Lumpur Mayor Tourism Awards. LAU YEN BENG PhD in Development Economics and a MA
This was in recognition of his efforts in Malaysian, male, aged 68, was appointed in Political Economy from Boston
the transformation of Kuala Lumpur into to the Board on 18 February 1997 as an University, a MA in Development
one of the top shopping and tourist Independent Non-Executive Director. He is Economics from Williams College,
destinations in the world. also the Chairman of the Audit Committee Massachusetts, U.S.A., and a Bachelor of
and a member of the Nominating Arts (Hons) in Analytical Economics from
Committee. He obtained a Diploma in University of Malaya.
DATO’ YEOH SEOK KIAN Commerce with distinction from Tunku
Malaysian, male, aged 60, was appointed Abdul Rahman College in 1974. Tan Sri Datuk Dr. Aris had served in
to the Board on 21  October 1996 as an various positions in the Economic
Executive Director. He is currently the Tan Sri Dato’ Lau has been a member of Planning Unit, Prime Minister’s
Deputy Managing Director of the the Malaysian Institute of Accountants Department from 1966 to 1986. He was
Company. He graduated from Heriot- since 1979. He was made a Fellow of the seconded to Bank Bumiputra Malaysia
Watt University, Edinburgh, United Association of Chartered Certified Berhad (now known as CIMB Bank
Kingdom in 1981 with a Bachelor of Accountants, United Kingdom in 1981 Berhad), Kuala Lumpur as Chief General
Science (Hons) Degree in Building and and became a graduate member of the Manager (Corporate Planning, Financial
was conferred an Honorary Degree of Institute of Chartered Secretaries and Subsidiaries, Treasury, Human Resources)
Doctor of the University in 2017. He Administrators, United Kingdom, in 1987. from 1986 to 1989. From 1989 to 1999,
attended the Advance Management Tan Sri Datuk Dr. Aris was with the
Programme conducted by Wharton He was appointed to the board of the Ministry of Finance during which he
Business School, University of former Lembaga Letrik Negara on 1 served as Executive Director (South-East
Pennsylvania in 1984. Dato’ Yeoh is a October 1988 and served on the board Asia Group) of the World Bank,
52 YTL POWER INTERNATIONAL BERHAD

PROFILE OF
THE BOARD OF DIRECTORS

Washington D.C. from 1991 to 1994 and Renong Berhad in 1995. He was Group the Malaysian Institute of Management.
Secretary General to the Treasury from Managing Director of Shapadu She was the past President of the
1998 to mid-1999. This was followed by Corporation (1995-1996) and Chief Women in Travel Industry. She is
an illustrious career in banking where he General Manager of Sime Merchant currently a Fellow of the Governors of
held the positions of Executive Chairman Bankers Berhad (1996-1998) and served International Students House, London
and Managing Director/Chief Executive concurrently as Executive Vice Chairman and is a Trustee of Yayasan Tuanku
Officer of Bank Pembangunan dan of Intria Berhad and Managing Director of Fauziah, IJN Foundation, and Women’s
Infrastruktur Malaysia Berhad. He was Metacorp Berhad (1998-1999) before Leadership Endowment Fund. She also
the Chairman of Malaysia Airports venturing into stockbroking as the Chief holds directorships in YTL Corporation
Holdings Berhad until his retirement in Executive Director of CIMB Securities Sdn Berhad, a company listed on the Main
June 2012. He retired from his positions Bhd (2000-2004). He was the Chief Market of Bursa Malaysia Securities
as director of AMMB Holdings Berhad and Executive Officer/Executive Director of Berhad and YTL Industries Berhad.
AmInvestment Bank Berhad in August Bursa Malaysia Berhad (February 2004
2015. He is currently a member of the to March 2011). He sat as a board
board of trustees of YTL Foundation. member of the Capital Market DATO’ YEOH SEOK HONG
Development Fund (2004-2011) and was Malaysian, male, aged 58, was appointed
chairman of the Association of to the Board on 18 October 1996 as an
DATO’ YUSLI BIN MOHAMED Stockbroking Companies Malaysia (2003- Executive Director. He obtained his
YUSOFF 2004). He also served as exco member Bachelor of Engineering (Hons) Civil &
Malaysian, male, aged 58, was appointed of the Financial Reporting Foundation of Structural Engineering Degree from the
to the Board on 4  October 2011 as an Malaysia (2004-2011). University of Bradford, United Kingdom
Independent Non-Executive Director. in 1982. He is a member of the Faculty of
Dato’ Yusli is also a member of the Dato’ Yusli currently sits on the Board of Building, United Kingdom. In 2010, he
Nominating Committee. Directors of Mudajaya Group Berhad, was conferred an Honorary Doctor of
Mulpha International Berhad, AirAsia X Science degree by Aston University in
Dato’ Yusli graduated with a Bachelor of Berhad, Westports Holdings Berhad, the United Kingdom. Dato’ Yeoh Seok
Economics from the University of Essex, Australaysia Resources & Minerals Bhd, Hong has vast experience in the
England and qualified as a member of and Infiniti Trustee Berhad. He is the construction industry, being the
the Institute of Chartered Accountants, President of the Malaysian Institute of Executive Director responsible for the
England & Wales. He is a member of the Corporate Governance. YTL Group construction division. He was
Malaysian Institute of Accountants and is the project director responsible for the
also an honorary member of the Institute development and the construction of the
of Internal Auditors Malaysia. DATO’ YEOH SOO MIN two Independent Power Producer power
Malaysian, female, aged 61, was stations owned by YTL Power Generation
Dato’ Yusli began his career in the field appointed to the Board on 2  June 1997 Sdn Bhd. His other achievements include
of accounting and auditing in England as an Executive Director. She graduated the construction of the Express Rail Link
where he held the position of audit with a Bachelor of Art (Hons) Degree in between the Kuala Lumpur International
senior and trainee accountant with Peat Accounting. She did her Articleship at Airport and the Kuala Lumpur Sentral
Marwick Mitchell, London (1981-1986) Leigh Carr and Partners, London and Station. He is also responsible for
and Chief Accountant with Hugin Sweda gained vast experience in accounting and developing the power and utility
PLC, London (1986-1990). He then held management. She was responsible for businesses of the YTL Power
various key positions in a number of the setting up of the Travel and International Berhad Group and the
public listed and private companies in Accounting Division of the YTL Group in building of the fourth generation (4G)
Malaysia including senior financial and December 1990. Dato’ Yeoh Soo Min is Worldwide Interoperability for Microwave
general management roles within currently responsible for the accounting Access (WiMAX) network by YTL
Renong Group before leaving as Chief and finance systems for the YTL Group. Communications Sdn Bhd. He serves as
Operating Officer/Executive Director of She is an Associate Fellow member of an Executive Director of YTL Corporation
Annual Report 2017 53

PROFILE OF
THE BOARD OF DIRECTORS

Berhad and YTL Land & Development of the British High Commissioner’s and Resorts Division. In addition, he is
Berhad, both listed on the Main Market residence, Kuala Lumpur; the Design & also part of YTL Power’s Mergers &
of Bursa Malaysia Securities Berhad. Build of the National Art Gallery in Kuala Acquisitions Team and was involved in
Dato’ Yeoh Seok Hong also sits on the Lumpur and the Selangor Medical Centre the acquisition of ElectraNet SA
boards of other public companies such as in Shah Alam. She was also in charge of a (Australia), Wessex Water Limited (UK),
YTL Cement Berhad and YTL Industries few turnkey projects such as the P.T. Jawa Power (Indonesia) and
Berhad, and private utilities corporations, construction and completion of Yeoh PowerSeraya Limited (Singapore). He
Wessex Water Limited and Wessex Water Tiong Lay Plaza, Pahang Cement plant in serves as an Executive Director of YTL
Services Limited in England and Wales, Pahang and Slag Cement plants in Corporation Berhad and YTL Land &
and YTL PowerSeraya Pte Limited in Selangor and Johor. She heads the sales Development Berhad, both listed on the
Singapore. He also sits on the board of and marketing of the mobile internet of Main Market of Bursa Malaysia Securities
trustees of YTL Foundation. YTL Communications Sdn Bhd. She is also Berhad. He is a board member of YTL
the purchasing director responsible for Cement Berhad and private utilities
bulk purchases of building materials and corporations, Wessex Water Limited and
DATO’ SRI MICHAEL YEOH related items for construction, hotels and Wessex Water Services Limited in England
SOCK SIONG resorts, and property development and Wales, and YTL PowerSeraya Pte
divisions of the YTL Group. She is Limited in Singapore. He is also an
Malaysian, male, aged 57, was appointed
instrumental in the sales and marketing Executive Director of Pintar Projek Sdn
to the Board on 21 October 1996 as an
of cement and related products for YTL Bhd, the manager of YTL Hospitality REIT.
Executive Director. He graduated from
Cement Berhad and Perak-Hanjoong
University of Bradford, United Kingdom
Simen Sdn Bhd. She was the Chairman of
in 1983 with a Bachelor of Engineering
Cement and Concrete Association from SYED ABDULLAH BIN SYED
(Hons) Civil & Structural Engineering
year 2013 to 2015. She is also a director ABD. KADIR
Degree. Dato’ Sri Michael Yeoh is primarily
of YTL Corporation Berhad, a company Malaysian, male, aged 63, was appointed
responsible for YTL Group Manufacturing
listed on the Main Market of Bursa to the Board on 18 February 1997 as an
Division which activities involve cement
Malaysia Securities Berhad, YTL Executive Director. He graduated from
manufacturing and other building
e-Solutions Berhad and YTL Cement the University of Birmingham in 1977
material industries. He serves as an
Berhad. She is actively engaged in with a Bachelor of Science (Engineering
Executive Director of YTL Corporation
community work and is currently President Production) and a Bachelor of Commerce
Berhad and YTL Land & Development
of the Federal Territory Kuala Lumpur (Economics) Double Degree. He has
Berhad, both listed on the Main Market
Branch of the Girl Guides Association extensive experience in banking and
of Bursa Malaysia Securities Berhad. He
Malaysia, and member of the board of the financial services, having been with
also sits on the boards of other public
World Scout Foundation. Bumiputra Merchant Bankers Berhad
companies such as YTL e-Solutions
Berhad, YTL Cement Berhad, YTL from 1984 to 1994, holding the position
Industries Berhad, and a private utilities of general manager immediately prior to
DATO’ MARK YEOH SEOK KAH his departure from the bank. Prior to
corporation, YTL PowerSeraya Pte
Limited in Singapore. Malaysian, male, aged 52, was appointed joining YTL Corporation Berhad Group, he
to the Board on 21  October 1996 as an was, from November 1994 to February
Executive Director. He graduated from 1996, the general manager of Amanah
DATO’ YEOH SOO KENG King’s College, University of London, with Capital Partners Berhad (now known as
an LLB (Hons) and was subsequently MIDF Amanah Capital Berhad), a company
Malaysian, female, aged 54, was appointed
called to the Bar at Gray’s Inn, London in which has interests in, inter alia, discount,
to the Board on 2  June 1997 as an
1988. He was awarded Fellowship of money broking, unit trusts, finance and
Executive Director. She graduated with a
King’s College London in July 2014. fund management operations. He
Bachelor of Science (Hons) in Civil
currently also serves on the boards of
Engineering from Leeds University, United
Dato’ Mark Yeoh joined YTL Group in YTL Corporation Berhad which is listed
Kingdom in 1985. She started her career
1989 and is presently the Executive on Bursa Malaysia Securities Berhad, and
as the project director for the construction
Director responsible for the YTL Hotels YTL e-Solutions Berhad.
54 YTL POWER INTERNATIONAL BERHAD

PROFILE OF
THE BOARD OF DIRECTORS

FAIZ BIN ISHAK DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS


Malaysian, male, aged 59, was appointed During the financial year, a total of 5 Board meetings were held and the details of
to the Board on 26 November 2015 as an attendance are as follows:-
Independent Non-Executive Director. He
is also a member of Audit Committee. He Attendance
became a gradute member of the Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 4
Association of Chartered Certified
Accountants (ACCA), United Kingdom, in Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping 5
1982. He was admitted to Associateship Dato’ Yeoh Seok Kian 5
and Fellowship of ACCA in 1993 and
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 5
1999, respectively.
Tan Sri Datuk Dr. Aris Bin Osman @ Othman 5
He served in various roles related to
Dato’ Yusli Bin Mohamed Yusoff 5
finance in The New Straits Times Press
(M) Berhad (“NSTP”) from 1982 and his Dato’ Yeoh Soo Min 5
last appointment with NSTP was as
Dato’ Yeoh Seok Hong 5
Managing Director, which he held from
1999 to 2003. He joined Commerce Dato’ Sri Michael Yeoh Sock Siong 5
Assurance Berhad (a licensed general Dato’ Yeoh Soo Keng 5
insurance underwriter, now part of
Allianz General Insurance Berhad) as Dato’ Mark Yeoh Seok Kah 5
Executive Director in 2003 and assumed Syed Abdullah Bin Syed Abd. Kadir 5
the role of Chief Executive Officer from
Faiz Bin Ishak 5
2006 to 2007. He presently serves on
the board of YTL Corporation Berhad
which is listed on the Main Market of Notes:
Bursa Malaysia Securities Berhad. He is 1. Family Relationship with Director and/or Major Shareholder
also an entrepreneur in the retail food Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay who is a deemed major shareholder of the Company, is the
father of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Soo Min, Dato’
and beverages industry.
Yeoh Seok Hong, Dato’ Sri Michael Yeoh Sock Siong, Dato’ Yeoh Soo Keng and Dato’ Mark Yeoh Seok
Kah. Save as disclosed herein, none of the Directors has any family relationship with any director
and/or major shareholder of the Company.

2. Conflict of Interest
None of the Directors has any conflict of interest with the Company.

3. Conviction of Offences (other than traffic offences)


None of the Directors has been convicted of any offences within the past five (5) years.

4. Public Sanction or Penalty imposed


None of the Directors has been imposed with any public sanction or penalty by the relevant
regulatory bodies during the financial year.
Annual Report 2017 55

PROFILE OF
KEY SENIOR MANAGEMENT

COLIN FRANK SKELLETT CHAN SWEE HUAT LEE WING KUI


British, male, aged 72, was appointed to Singaporean, male, aged 61, was American, male, aged 50, was appointed
the board of directors of Wessex Water appointed to the board of directors of the Chief Executive Officer of YTL
Services Limited on 1 September 1988. YTL PowerSeraya Pte Limited on Communications Sdn Bhd (“YTL
16  October 2013. Communications”) on 1 November 2009
Colin is a chartered chemist and engineer and subsequently appointed as a member
by training. He has been working in the He was also appointed the Chief of the board of directors of YTL
water industry for more than 40 years, Executive Officer of the YTL PowerSeraya Communications on 3 March 2011.
holding a number of positions in the Pte Limited Group on 16 October 2013.
management and control of both water As the CEO of YTL Communications, Wing
supply and sewage treatment. Prior to his current appointment, he was maximises his expertise in innovative
Senior Vice President of the Trading & product development with a deep
He joined Wessex Water in 1974 and was Fuel Management Group, where he was understanding of communications and
appointed its Chief Executive in 1988. responsible for the planning, development internet technologies to deliver
Colin oversaw the move from the public and implementation of effective business affordable, world-class quality products
to the private sector and the strategies in the areas of physical oil and services that improve the way people
transformation of Wessex Water into a storage, bunkering and chartering. in Malaysia live, learn, work and play.
highly rated UK public limited company.
Swee Huat is trained as a mechanical Prior to joining YTL Communications, Wing
Colin is currently Group Chief Executive engineer with over 25 years of experience led next-generation mobile internet
of Wessex Water, Chairman of The in business development, planning, and product development at Clearwire in the
Gainsborough Bath Spa Hotel and management of power plant assets. He United States. Earlier, he spent 15 years at
Thermae Bath Spa, non-executive initially joined YTL PowerSeraya Pte Sprint Nextel, where he held senior
Chairman of European Connoisseurs Limited in 2001 and headed the Business management positions leading product
Travel and chair of the Venturers’ Development Group. He had also served development, led Sprint’s Innovation
Academy, a specialist autism free school. as Vice President of the Power Generation Program, and spearheaded IT Architecture
He chairs the Bath Abbey Appeal Board group for three years where he played a for the launch of the first nationwide
and is also the chair of the new YTL Land pivotal role in ensuring high plant wireless data network in the United States.
and Property UK business. efficiency and availability and maintained
the competitive standing of the company Wing holds 22 U.S. patents in wireless
Colin was awarded an OBE for services to in the new Electricity Market from 2004 and distributed systems and was
business and WaterAid in the 2012 to 2006. recognised as the Asian American
Queen’s Birthday Honours and has an Engineer of the Year during the 2002
Honorary Doctorate in Engineering from U.S. National Engineers Week.
the University of the West of England,
awarded in 2015. A graduate of the University of Texas at
Austin, Wing also holds an Executive
Certificate in Management and Leadership
from MIT’s Sloan School of Management.

Notes:
None of the Key Senior Management has –
• any directorship in public companies and/or listed issuers;
• any family relationship with any Director and/or major shareholder of the Company;
• any conflict of interest with the Company;
• been convicted of any offences (other than traffic offences) within the past five (5) years; and
• been imposed with any public sanction or penalty by the relevant regulatory bodies during the financial year.
56 YTL POWER INTERNATIONAL BERHAD

STATEMENT OF
DIRECTORS’ RESPONSIBILITIES

The Directors are required by the Companies Act, 2016 (“the Act”) and the Bursa Malaysia Securities Berhad Main Market Listing
Requirements (“Listing Requirements”) to prepare financial statements for each financial year which give a true and fair view of the
financial position of the Group and of the Company as at the end of the financial year and of the financial performance and cash
flows of the Group and of the Company for the financial year then ended.

In preparing the financial statements for the financial year ended 30 June 2017, the Directors have:

• considered the applicable approved accounting standards in Malaysia;

• used appropriate accounting policies and applied them consistently; and

• made judgements and estimates that are reasonable and prudent.

The Directors confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with reasonable
accuracy the financial position of the Group and of the Company which enable them to ensure that the financial statements comply
with the Act, Listing Requirements, Malaysian Financial Reporting Standards and International Financial Reporting Standards.
Annual Report 2017 57

AUDIT COMMITTEE
REPORT

COMPOSITION • Quarterly financial results for the fourth quarter


of financial year ended 30 June 2016, and the
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
(Chairman/Independent Non-Executive Director) annual audited financial statements for the
financial year ended 30 June 2016 at the Audit
Tan Sri Datuk Dr. Aris Bin Osman @ Othman Committee meetings held on 25 August 2016 and
(Member/Independent Non-Executive Director) 22 September 2016, respectively;

• First, second and third quarters of the quarterly


Faiz Bin Ishak
(Member/Independent Non-Executive Director) results for the financial year ended 30 June 2017
at the Audit Committee meetings held on 17
November 2016, 23 February 2017 and 25 May
TERMS OF REFERENCE 2017, respectively.

The terms of reference of the Audit Committee can be found


(b) At the Audit Committee meetings, the Treasurer cum
under the “Governance” section on the Company’s website at
Departmental Head (Accounts) presented the
www.ytlpowerinternational.com.
Financial Reports wherein the following matters were
reviewed and confirmed, with clarifications and/or
additional information provided wherever required by
NUMBER OF MEETINGS HELD AND DETAILS OF
the Executive Director primarily in charge of the
ATTENDANCE
financial management of the Company:
During the financial year, a total of 5 Audit Committee Meetings
• Appropriate accounting policies had been adopted
were held and the details of attendance are as follows:-
and applied consistently, and other statutory and
Attendance regulatory requirements had been complied with;

Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 5 • The Company has adequate resources to continue
in operation for the foreseeable future and that
Tan Sri Datuk Dr. Aris Bin Osman @ Othman 5
there are no material uncertainties that could lead
Faiz Bin Ishak 5 to significant doubt as to the Group’s ability to
continue as a going concern;

• Significant judgements made by management in


SUMMARY OF WORK CARRIED OUT DURING respect of matters such as impairment assessment
FINANCIAL YEAR on goodwill, carrying value of investment, and
The Audit Committee carried out the following work during the retirement benefits were prudent and the
financial year ended 30 June 2017 in the discharge of its underlying assumptions and/or estimates used
functions and duties:- were reasonable in accordance with the
requirements of the Malaysian Financial Reporting
1. OVERSEEING FINANCIAL REPORTING
Standards (“MFRS”);
(a) Reviewed the following quarterly financial results and
• Adequate processes and controls were in place
annual financial statements (“Financial Reports”) prior
for effective and efficient financial reporting and
to their recommendation to the Board of Directors for
disclosures under the MFRS and Bursa Malaysia
approval:-
Securities Berhad (“Bursa Securities”) Main Market
Listing Requirements (“Main LR”);

• The Financial Reports were fairly presented in


conformity with the relevant accounting standards
in all material aspects.
58 YTL POWER INTERNATIONAL BERHAD

AUDIT COMMITTEE
REPORT

2. EXTERNAL AUDIT (e) Arising from the new international standards of

(a) Reviewed with the external auditors, Messrs auditing relating to key audit matters and going

PricewaterhouseCoopers (“PwC”):- concern which took effect on 15 December 2016, and


to facilitate a better understanding of the
• their status report, and final report on the audit requirements, a proforma of the auditors’ new
of the financial statements for financial year reporting model based on the audit of the financial
ended 30 June 2016 setting out their comments statements of the Group and of the Company for
and conclusions on the significant audit and financial year ended 30 June 2016 was reviewed by
accounting matters highlighted and adequacy of the Audit Committee.
disclosures in the financial statements. The
review also covered the report on the IT General 3. INTERNAL AUDIT
Controls review conducted on YTL Communications
(a) Reviewed with the internal auditors the internal audit
Sdn Bhd and an update on the prior financial
reports (including follow-up review reports), the audit
year’s findings, and internal control matters
findings and recommendations, management’s
highlighted by the external auditors that arose
responses and/or actions taken thereto and ensured
during the course of their audit;
that material findings were satisfactorily addressed
• the audit plan for the financial year ended 30 June by management. Also took note of the salient findings
2017 outlining, amongst others, their scope of set out in the internal audit reports reviewed by the
work, areas of audit emphasis, multi-location audit committees of Wessex Water Limited group and
audit, and development in laws and regulations YTL PowerSeraya Pte Limited group;
affecting financial reporting and the roles and
responsibilities of directors/audit committee (b) Reviewed and adopted the internal audit risk analysis
members and auditors; reports for 2017. Internal audit would leverage on the
Group’s risk analysis to focus on the business
(b) Reviewed the audit fees proposed by PwC together processes and relevant areas that address the key
with management and recommended the fees agreed risks identified. Also received reports from the risk
with PwC to the Board of Directors for approval. management committee YTL PowerSeraya Pte
Limited which included the risk register update. Risk
(c) Had discussions with PwC three times, namely on management and internal control reports of the
25 August 2016, 22 September 2016 and 25 May 2017, significant associated corporations, P.T. Jawa Power
without the presence of management, to apprise on and Electranet Pty Ltd were also submitted to the
matters in regard to the audit and financial statements. Audit Committee;

(d) Reviewed the profiles of the audit engagement team (c) Reviewed and adopted the risk-based internal audit
from PwC Malaysia, specialised audit support plan for financial year ending 30 June 2018 to ensure
(taxation, advisory, and IT risk assurance), and sufficient scope and coverage of activities of the
component auditors from PwC Singapore, Australia Company and the Group;
and Indonesia to assess their qualifications, expertise,
resources, and independence, as well as the (d) Reviewed internal audit resourcing, with focus on
effectiveness of the audit process. PwC also provided ensuring that the function has the right calibre of
written confirmation of their independence in all of resource in place.
the reports presented to the Audit Committee. The
Audit Committee also reviewed on a regular basis, the
nature and extent of the non-audit services provided
by PwC and was satisfied with the suitability,
performance, independence and objectivity of PwC.
Annual Report 2017 59

AUDIT COMMITTEE
REPORT

4. RECURRENT RELATED PARTY TRANSACTIONS OF A During the year, the IA Department evaluated the adequacy and
REVENUE OR TRADING NATURE (“RRPT”) effectiveness of key controls in responding to risks within the

(a) Reviewed, on a quarterly basis, the RRPT entered into organisation’s governance, operations and information systems

by the Company and/or its subsidiaries with related regarding:-

parties to ensure that the Group’s internal policies • Reliability and integrity of financial and operational
and procedures governing RRPT are adhered to, the information;
terms of the shareholder mandate are not
• Effectiveness and efficiency of operations;
contravened, and disclosure requirements of the Main
LR are observed; • Safeguarding of assets; and

• Compliance with relevant laws, regulations and contractual


(b) Received updates on the directorships and
obligations.
shareholdings held by the Directors of the Company
and persons connected with them via the general
The work of the internal audit function during the year under
notices given under and in accordance with Section
review include:-
221 of the Companies Act, 2016. These disclosures
enabled an assessment of the potential or actual 1. Developed the annual internal audit plan and proposed the
conflicts of interest which may arise in relation to plan to the Audit Committee.
related party transactions or RRPT;
2. Conducted scheduled and special internal audit
(c) Reviewed the 2016 circular to shareholders in relation engagements, focusing primarily on the effectiveness of
to the renewal of shareholder mandate for RRPT and internal controls and recommended improvements where
new shareholder mandate for additional RRPT, prior necessary.
to its recommendation to the Board of Directors for
approval. 3. Conducted follow-up reviews to assess if appropriate
action has been taken to address issues highlighted in
5. ANNUAL REPORT previous audit reports.

(a) Reviewed the Audit Committee Report, and Statement


on Risk Management and Internal Control before 4. Presented significant audit findings and areas for

recommending these to the Board of Directors for improvements raised by the IA to the Audit Committee for

approval for inclusion in 2016 Annual Report. consideration on the recommended corrective measures
together with the management’s response.

INTERNAL AUDIT FUNCTION 5. Conducted recurrent related party transactions reviews to


assess accuracy and completeness of reporting, and ensure
The objective of the Internal Audit (“IA”) is to help management
compliance with the Main LR.
evaluate the effectiveness and efficiency of the internal control
systems. The IA is part of the Company and the Group’s
6. Conducted discussions with management in identifying
governance system, and according to the Malaysian Code of
significant concerns and risk areas perceived by
Corporate Governance, the IA is in charge of supervising internal
management for inclusion in the internal audit plan.
control activities. IA’s goal is to focus mainly on risk-based
audits related to operations and compliance that are aligned
Costs amounting to RM1,247,360 were incurred in relation to
with the risks of the Company and the Group to ensure that the
the internal audit function for the financial year ended 30 June
relevant controls addressing those risks are reviewed.
2017.
60 YTL POWER INTERNATIONAL BERHAD

NOMINATING COMMITTEE
STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

NOMINATING COMMITTEE (“NC”) i. Review of Directors proposed for re-election/


re-appointment
The NC assists the Board of Directors of YTL Power International
Berhad (the “Company”) (“Board”) in discharging its In accordance with Article 84 of the Company’s
responsibilities by overseeing the selection and assessment of Constitution (“Article 84”), Directors are to be elected
Directors to ensure that the composition of the Board meets at every annual general meeting when one-third of
the needs of the Company and its subsidiaries (“YTL Power the Directors longest in office shall retire, subject
Group”). always to the requirement that all Directors shall
retire from office once at least in each three years,
The terms of reference of the NC can be found under and if eligible, may offer themselves for re-election.
the “Governance” section on the Company’s website at
www.ytlpowerinternational.com. Although the 70-year age limit for directors had been
abolished under the Companies Act, 2016, directors
Members of the NC are as follows:- who were re-appointed by the members at the last
annual general meeting pursuant to Section 129(6) of
• Tan Sri Datuk Dr. Aris Bin Osman @ Othman (Chairman)
the Companies Act, 1965 (“Section 129 CA65”) to hold
• Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng office until the conclusion of the next annual general
meeting, are required to be re-appointed in order to
• Dato’ Yusli Bin Mohamed Yusoff
continue in office. If re-appointed, these directors will
then be subject to retirement by rotation in
The NC met twice during financial year ended 30 June 2017,
accordance with the Company’s Constitution.
attended by all members at every meeting.

In June 2017, based on the results of the assessment


undertaken for the financial year, the NC resolved to
ACTIVITIES OF THE NC FOR THE FINANCIAL
recommend to the Board that:-
YEAR ENDED 30 JUNE 2017
• Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’
(A) BOARD NOMINATION AND ELECTION PROCESS AND
Yusli Bin Mohamed Yusoff, Dato’ Sri Michael Yeoh
CRITERIA USED
Sock Siong, and Dato’ Mark Yeoh Seok Kah who
The NC is responsible for considering and making are due to retire pursuant to Article 84 at the
recommendations to the Board candidates for directorship Twenty-First Annual General Meeting of the
when the need arises such as to fill a vacancy arising from Company (“AGM”), stand for re-election;
resignation or retirement or to close any skills,
competencies, experience or diversity gap that has been • Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay, and Tan Sri
identified. Candidates may be proposed by the Managing Datuk Dr. Aris Bin Osman @ Othman, who were
Director or any Director or shareholder and must fulfil the re-appointed at the Twentieth AGM of the
requirements prescribed under the relevant laws and Company pursuant to Section 129 CA65 to hold
regulations for appointment as director. In assessing the office until the conclusion of the Twenty-First
suitability of a candidate, the NC will take into consideration AGM, stand for re-appointment.
a number of factors including but not limited to the
candidate’s skills, knowledge, expertise, competence and Both Dato’ Yusli Bin Mohamed Yusoff and Tan Sri
experience, time commitment, character, professionalism Datuk Dr. Aris Bin Osman @ Othman abstained from
and integrity. For the position of independent non- deliberations at the NC meeting on their own re-
executive director, the NC will evaluate the candidate’s election and re-appointment, respectively.
ability to discharge such responsibilities as expected from
an independent non-executive director.
Annual Report 2017 61

NOMINATING COMMITTEE
STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

The Board, save for the members who had abstained For these reasons, the Board, save for Tan Sri Datuk
from deliberations on their own re-election/re- Dr. Aris Bin Osman @ Othman and Tan Sri Dato’ Lau
appointment, supported the NC’s views and Yin Pin @ Lau Yen Beng, who had abstained from
recommends that shareholders vote in favour of the deliberations on the matter, is satisfied with the
resolutions for their re-election/re-appointment at skills, contributions and independent judgement that
the forthcoming AGM. Tan Sri Datuk Dr. Aris Bin Osman @ Othman and Tan
Sri Dato’ Lau Yin Pin @ Lau Yen Beng bring to the
ii. Review of Directors proposed for continuing in Board. The Board, save for Tan Sri Datuk Dr. Aris Bin
office as Independent Non-Executive Directors Osman @ Othman and Tan Sri Dato’ Lau Yin Pin @ Lau
(“INED”) Yen Beng, recommends and supports the resolutions
As part of the annual assessment of Directors, an for their continuing in office as INED of the Company
assessment of independence was conducted on the which will be tabled for shareholders’ approval at the
INED. In addition to the criteria for independence forthcoming AGM.
prescribed in the Bursa Malaysia Securities Berhad
Main Market Listing Requirements and Practice Note (B) ANNUAL ASSESSMENT
13, the INED were assessed on their ability and In May 2017, the annual assessment of the effectiveness
commitment to continue to bring independent and of the Board as a whole, the Board Committees and
objective judgement to board deliberations. individual Directors was carried out with the objectives of
assessing whether the Board and the Board Committees,
During the course of their respective independence as well as the Directors have effectively performed its/
evaluations, Tan Sri Datuk Dr. Aris Bin Osman @ their roles and fulfilled its/their responsibilities, and
Othman and Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng devoted sufficient time commitment to the Company’s
had respectively expressed their reservation on affairs; and to recommend areas for improvement. The
continuing in office as INED due to the perception, assessment exercise was facilitated by the Company
doubt and focus cast on the independence of long- Secretary and took the form of completion of
serving directors arising from the corporate questionnaires/evaluation forms comprising a Board and
governance recommendation that the tenure of Nominating Committee Effectiveness Evaluation Form,
independent directors be capped at 9 years. Despite Individual Director Performance Evaluation Form,
having confirmed and maintained their independence, Independent Directors’ Evaluation Form, Audit Committee
they felt it best that their positions be decided by the Effectiveness Evaluation Form, and Audit Committee
Board. The NC appreciated their candour and that Members Evaluation Form.
they continue to be valuable and independent
contributors to the Board. In evaluating the effectiveness of the Board, several areas
were reviewed including the composition, degree of
The Board respected the views of Tan Sri Datuk Dr. independence, right mix of expertise, experience and skills,
Aris Bin Osman @ Othman and Tan Sri Dato’ Lau Yin quality of information and decision making, and boardroom
Pin @ Lau Yen Beng as each brings with him a activities. Board Committees were assessed on their
different wealth of expertise, wisdom and experience. composition, expertise, and whether their functions and
The Board also appreciated that they continue to responsibilities were effectively discharged in accordance
exhibit exemplary level of integrity, professionalism with their respective terms of reference.
and commitment to the YTL Power Group. Both Tan
Sris possess collegial attributes yet remain objective The assessment of the individual Directors covered areas
and independent in their views and participate such as fit and properness, contribution and performance,
actively and candidly in Board deliberations. calibre, character/personality and time commitment.
62 YTL POWER INTERNATIONAL BERHAD

NOMINATING COMMITTEE
STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Results of the assessment were summarised and discussed INDUCTION, TRAINING AND DEVELOPMENT OF
at the NC meeting held in June 2017 and reported to the DIRECTORS
Board by the Chairman of the NC. The evaluation results
Upon joining the Board, a newly appointed Director will be given
confirmed that the Board and the Board Committees
an induction pack containing the Company’s annual report,
continue to operate effectively and that the performance
Constitution, and schedule of meetings of the Board and
of the Directors and the time commitment in discharging
Committee (if the Director is also a Committee member) which
their duties as Directors of the Company for the year ended
will serve as an initial introduction to the YTL Power Group as
30 June 2017 were satisfactory. These results form the
well as an ongoing reference.
basis of the NC’s recommendations to the Board for the re-
election and re-appointment of Directors at the AGM.
The Board, through the NC, assesses the training needs of its
Directors on an ongoing basis by determining areas that would
(C) REVIEW OF THE NC STATEMENT FOR FINANCIAL
best strengthen their contributions to the Board.
YEAR ENDED 30 JUNE 2016

The NC Statement was reviewed by the NC prior to its Besides the findings from the annual performance assessment
recommendation to the Board for approval for inclusion in of Directors, which provide the NC with useful insights into the
2016 Annual Report. training needs of the Directors, each Director is requested to
identify appropriate training that he/she believes will enhance
his/her contribution to the Board.
POLICY ON BOARD COMPOSITION
As the Board’s overriding aim is to maintain a strong and The Board has taken steps to ensure that its members have
effective Board, it seeks to ensure that all appointments are access to appropriate continuing education programmes. The
made on merit, taking into account the collective balance of Company Secretary facilitates the organisation of in-house
elements such as skills, experience, age, gender, ethnicity, development programmes and keeps Directors informed of
background and perspective. The Board recognises the relevant external training programmes.
importance of encouraging and developing female talent at all
levels. Currently, two or 22% of the Company’s Executive During the financial year ended 30 June 2017, the following four
Directors are women and they make up 15% of the full Board. in-house training programmes were organised for the Directors:-
Although it has not set any specific measurable objectives, the • YTL Leadership Conference 2016
Board intends to continue its current approach to diversity in all
aspects while at the same time seeking Board members of the • Organisation for Economic Co-operation and Development
highest calibre, and with the necessary strength, experience (“OECD”) – Base Erosion and Profit Shifting (“BEPS”) Initiative;
and skills to meet the needs of the Company. • Cybersecurity in the Boardroom;

• Establishing effective Governance, Risk and Compliance


(“GRC”) practices to drive Strategy, Performance and
Sustainability.
Annual Report 2017 63

NOMINATING COMMITTEE
STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

All the Directors have undergone training programmes during the financial year ended 30 June 2017. The conferences, seminars and
training programmes attended by one or more of the Directors covered the following areas:-

Seminars/Conferences/Training Attended by

Corporate Governance (“CG”)/Risk Management & Internal Controls/


Taxation/Financial/Legal/Technology

• Investment Analysis on Plantation Industry (26 July 2016) Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
(“Tan Sri Dato’ Lau YP”)

• Case Study Workshop for Independent Directors: “Rethinking – Tan Sri Dato’ Lau YP
Independent Directors: A New Frontier” (SIDC) (22 August 2016) Tuan Syed Abdullah Bin Syed Abd. Kadir
(“Syed Abdullah”)

• Common Breaches of the Listing Requirements with Case Studies Syed Abdullah
(30 August 2016)

• MIT Insights Series #9 by Dr Doughlas T. Breeden – “Central Bank Policy Dato’ Yeoh Soo Min (“Dato’ Soo Min”)
Impacts on the Distribution of Future Interest Rates & Behavioral
Decision Making and Risk Management in Recent Financial Crises”
(28 September 2016)

• Role of the Chairman & Independent Directors (MICG) Tan Sri Datuk Dr. Aris Bin Osman @ Othman
(28 September 2016) (“Tan Sri Aris”)
Encik Faiz Bin Ishak (“Faiz Ishak”)

• The Interplay between CG, Non-Financial Information and Investment Dato’ Yusli Bin Mohd Yusoff (“Dato’ Yusli”)
Decision – What Boards of Listed Companies Need To Know (SIDC)
(28 September 2016)

• Independent Directors Programme: The Essence of Independence Dato’ Yusli


(29 September 2016)

• Qualcomm 4G/5G Summit 2017 (17 October 2016 – 19 October 2016) Dato’ Yeoh Soo Keng (“Dato’ Soo Keng”)

• Related Party Transactions – Their Implications to the Board of Directors, Tan Sri Aris
Audit Committee & Management (MICG) (25 October 2016)

• CG Breakfast Series with Directors: The Cybersecurity Threat and How Tan Sri Dato’ Lau YP
Board Should Mitigate the Risks (18 November 2016) Dato’ Yusli

• CG Breakfast Series: How to Leverage on AGMs for Better Engagement Dato’ Yusli
with Shareholders (21 November 2016)

• OECD – BEPS Initiative (23 February 2017) Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay
(“Tan Sri Yeoh Tiong Lay”)
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
(“Tan Sri Francis Yeoh”)
Tan Sri Dato’ Lau YP
Tan Sri Aris
Dato’ Yeoh Seok Kian (“Dato’ YS Kian”)
Dato’ Yusli
Dato’ Soo Min
64 YTL POWER INTERNATIONAL BERHAD

NOMINATING COMMITTEE
STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Seminars/Conferences/Training Attended by

Corporate Governance (“CG”)/Risk Management & Internal Controls/


Taxation/Financial/Legal/Technology

(Continued)
• OECD – BEPS Initiative (23 February 2017) Dato’ Yeoh Seok Hong (“Dato’ YS Hong”)
Dato’ Sri Michael Yeoh Sock Siong
(“Dato’ Sri Michael Yeoh”)
Dato’ Soo Keng
Dato’ Mark Yeoh Seok Kah (“Dato’ Mark Yeoh”)
Syed Abdullah
Faiz Ishak

• Embracing the Companies Act 2016 (24 February 2017) Dato’ Yusli

• Mobile World Congress 2017 (27 February 2017 – 2 March 2017) Dato’ Soo Keng

• Cybersecurity in the Boardroom (17 April 2017) Tan Sri Yeoh Tiong Lay
Tan Sri Francis Yeoh
Dato’ YS Kian
Dato’ Yusli
Dato’ Soo Min
Dato’ Sri Michael Yeoh
Dato’ Soo Keng
Dato’ Mark Yeoh
Syed Abdullah
Faiz Ishak

• Audit Committee Institute (ACI) Breakfast Roundtable 2017 Dato’ Yusli


(28 April 2017)

• Establishing effective GRC practices to drive Strategy, Performance and Tan Sri Yeoh Tiong Lay
Sustainability (2 June 2017) Tan Sri Francis Yeoh
Dato’ Mark Yeoh
Syed Abdullah
Faiz Ishak

Trade/Economic Development, Sustainability

• MCA Economic Strategic Conference – “Conquering The New Economic Tan Sri Dato’ Lau YP
Frontiers: Empowering Youths” (13 August 2016)

• MIT Insights Series #8 by Professor Richard Schmalensee – “Matchmakers: Dato’ Soo Min
The New Economics of Multi-sided Platforms” (7 September 2016)

• London School of Economics Insights dinner talk – “After Brexit – Britain, Tan Sri Aris
Europe and the World” (26 September 2016) Dato’ Yusli
Syed Abdullah

• Listed issuers sustainability education programme – Sector-Specific Tan Sri Aris


Sustainability Reporting Workshop (Utilities) (14 October 2016)

• An Evening of Stimulating Dialogue with Singapore Management Tan Sri Aris


University (SMU) President, Professor Arnoud De Meyer – “The Future Dato’ Soo Min
Economy: Digital, Jobs & Education” (21 October 2016)
Annual Report 2017 65

NOMINATING COMMITTEE
STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Seminars/Conferences/Training Attended by

Trade/Economic Development, Sustainability

• MIT Insights Series #10 by Professor Danny Quah – “The Economic Case Dato’ Soo Min
for a New World Order” (22 November 2016)

• Business Breakfast Roundtable with The Hon. Julie Bishop MP, Minister Dato’ Soo Min
for Foreign Affairs of Australia (15 March 2017)

Leadership, Corporate Social Responsibility, and


Business Management

• Leaps of Knowledge: Creating Connections (30 November 2016) Dato’ Soo Min

• YTL Leadership Conference 2016 (19 December 2016) Tan Sri Francis Yeoh
Tan Sri Dato’ Lau YP
Tan Sri Aris
Dato’ YS Kian
Dato’ Soo Min
Dato’ YS Hong
Dato’ Sri Michael Yeoh
Dato’ Soo Keng
Dato’ Mark Yeoh
Faiz Ishak

• Global Transformation Forum 2017 (22 March 2017 & 23 March 2017) Dato’ YS Hong
Dato’ Soo Min
Dato’ Soo Keng
Syed Abdullah

• The Inaugural Business Leaders Brunch with The World Bank Group & Dato’ Soo Min
30% Club Malaysia – “Tackling Sustainability Together” (26 March 2017)
66 YTL POWER INTERNATIONAL BERHAD

STATEMENT ON
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

The Board of Directors (“Board”) of YTL Power International ROLES & RESPONSIBILITIES OF THE BOARD
Berhad (“YTL Power” or “Company”) remains firmly committed to
YTL Power is led and managed by an experienced Board with a
ensuring an appropriate and sound system of corporate
wide and varied range of expertise to address and manage the
governance throughout the Company and its subsidiaries (“YTL
complexity and scale of the YTL Power Group’s operations. This
Power Group”). The YTL Power Group has a long-standing
broad spectrum of skills and experience ensures the YTL Power
commitment to corporate governance and protection of
Group is under the guidance of an accountable and competent
shareholder value, which has been integral to the YTL Power
Board. The Directors recognise the key role they play in charting
Group’s achievements and strong financial profile to date.
the strategic direction, development and control of the YTL
Power Group. Key elements of the Board’s stewardship
The YTL Power Group’s corporate governance structure is a
responsibilities include those set out in the 2012 Code:
fundamental part of the Board’s responsibility to protect and
enhance long-term shareholder value and the financial • Reviewing and adopting strategic plans for the YTL Power
performance of the YTL Power Group, whilst taking into account Group;
the interests of all stakeholders.
• Overseeing the conduct of the YTL Power Group’s business
operations and financial performance including the economic,
In implementing its governance system and ensuring compliance environmental and social impacts of its operations;
with the Main Market Listing Requirements (“Listing
Requirements”) of Bursa Malaysia Securities Berhad (“Bursa • Identifying principal risks affecting the YTL Power Group’s
Securities”), the Board has been guided by the principles and businesses and maintaining a sound system of internal
recommendations of the Malaysian Code on Corporate control and mitigation measures;
Governance, which was first issued in 2000 and subsequently • Succession planning;
revised in 2007 and 2012 (“2012 Code”). In April 2017, the
Securities Commission Malaysia released the new Malaysian • Overseeing the development and implementation of
Code on Corporate Governance, a key feature of which is the shareholder communications policies; and
introduction of the Comprehend, Apply and Report (CARE) • Reviewing the adequacy and integrity of the YTL Power
approach, and the shift from “comply or explain” to “apply or Group’s management information and internal controls
explain an alternative”, to encourage listed companies to put system.
more thought and consideration into the adoption of and
reporting on their corporate governance practices. Companies The Managing Director and Executive Directors are accountable
are expected to report their application of the practices in the to the Board for the profitability and development of the YTL
new code from the financial year ending 31 December 2017 Power Group, consistent with the primary aim of enhancing
and, as such, the Board and the Company are in the process of long-term shareholder value. The Independent Non-Executive
determining the necessary changes to its practices and Directors have the experience and business acumen necessary
procedures and will report on compliance with the new code in to carry sufficient weight in the Board’s decisions and the
YTL Power’s next annual report for the financial year ending presence of these Independent Non-Executive Directors brings
30  June 2018. an additional element of balance to the Board as they do not
participate in the day-to-day running of the YTL Power Group.
The Board is satisfied that the Company has, in all material
aspects, complied with the principles and recommendations of The roles of Executive and Non-Executive Directors are
the 2012 Code for the financial year ended 30 June 2017. This differentiated, both having fiduciary duties towards
statement explains the Company’s application of the principles shareholders. Executive Directors have a direct responsibility for
and compliance with the recommendations as set out in the business operations whereas Non-Executive Directors have the
2012 Code for the financial year under review, including, where necessary skill and experience to bring an independent
otherwise indicated, explanations of its alternative measures judgement to bear on issues of strategy, performance and
and processes. resources brought before the Board. The Executive Directors are
collectively accountable for the running and management of the
Annual Report 2017 67

STATEMENT ON
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

YTL Power Group’s operations and for ensuring that strategies The Directors are fully apprised of the need to determine and
are fully discussed and examined, and take account of the long- disclose potential or actual conflicts of interest which may arise
term interests of shareholders, employees, customers, suppliers in relation to transactions or matters which come before the
and the many communities in which the YTL Power Group Board. In accordance with applicable laws and regulations, the
conducts its business. Directors formally disclose any direct or indirect interests or
conflicts of interests in such transactions or matters as and
The Directors also observe and adhere to the Code of Ethics for when they arise and abstain from deliberations and voting at
Company Directors established by the Companies Commission of Board meetings as required.
Malaysia, which encompasses the formulation of corporate
accountability standards in order to establish an ethical The Directors have full and unrestricted access to all information
corporate environment. pertaining to the YTL Power Group’s business and affairs to
enable them to discharge their duties. Prior to each Board
In the discharge of their responsibilities, the Directors have meeting, all Directors receive the agenda together with a
established functions which are reserved for the Board and comprehensive set of Board papers encompassing qualitative
those which are delegated to management. Key matters and quantitative information relevant to the business of the
reserved for the Board’s approval include overall strategic meeting. This allows the Directors to obtain further explanations
direction, business expansion and restructuring plans, material or clarifications, where necessary, in order to be properly briefed
acquisitions and disposals, expenditure over certain limits, before each meeting.
issuance of new securities and capital alteration plans. Further
information on authorisation procedures, authority levels and Board papers are presented in a consistent, concise and
other key processes can also be found in the Statement on Risk comprehensive format, and include, where relevant to the
Management & Internal Control set out in this Annual Report. proposal put forward for the Board’s deliberation, approval or
knowledge, progress reports on the YTL Power Group’s
The Board believes sustainability is integral to the long-term operations and detailed information on corporate proposals,
success of the YTL Power Group. Further information on the major fund-raising exercises and significant acquisitions and
YTL Power Group’s sustainability activities can be found in the disposals. Where necessary or prudent, professional advisers
Sustainability Statement in this Annual Report. may be on hand to provide further information and respond
directly to Directors’ queries. In order to maintain confidentiality,
The Board’s functions are governed and regulated by the Board papers on issues that are deemed to be price-sensitive
Constitution of the Company and the various applicable may be handed out to Directors during the Board meeting.
legislation, Listing Requirements and other regulations and
codes. The Board’s charter was formalised during the financial All Directors have full access to the advice and services of the
year ended 30 June 2014 and a copy can be found under Company Secretary who consistently ensures that Board
the “Governance” section on the Company’s website at procedures are adhered to at all times during meetings and
www.ytlpowerinternational.com. advises the Board on matters including corporate governance
issues and the Directors’ responsibilities in complying with
Board meetings are scheduled with due notice in advance at relevant legislation and regulations. The Company Secretary
least 5 times in a year in order to review and approve the works very closely with management for timely and appropriate
annual and interim financial results. Additional meetings may information, which will then be passed on to the Directors. In
also be convened on an ad-hoc basis when significant issues accordance with the Board’s procedures, deliberations and
arise relating to the YTL Power Group and when necessary to conclusions in Board meetings are recorded by the Company
review the progress of its operating subsidiaries in achieving Secretary, who ensures that accurate and proper records of the
their strategic goals. The Board met 5 times during the financial proceedings of Board meetings and resolutions passed are
year ended 30 June 2017. recorded and kept in the statutory register at the registered
office of the Company.
68 YTL POWER INTERNATIONAL BERHAD

STATEMENT ON
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

The Company Secretary is a Fellow of the Chartered Association for Directors so as to attract, retain, motivate and incentivise
of Certified Accountants, a registered member of the Malaysian Directors of the necessary calibre to lead the YTL Power Group
Institute of Accountants and an affiliate member of the successfully. In general, the remuneration of the Directors is
Malaysian Institute of Chartered Secretaries and Administrators, reviewed against the performance of the individual and the YTL
and is qualified to act as Company Secretary under Section Power Group. The Executive Directors’ remuneration consists of
235(2)(a) of the Companies Act 2016. During the financial year basic salary, other emoluments and other customary benefits as
under review, the Company Secretary attended training, appropriate to a senior management member. The component
seminars and regulatory briefings and updates relevant for the parts of remuneration are structured so as to link rewards to
effective discharge of her duties. performance. Directors do not participate in decisions regarding
their own remuneration packages and Directors’ fees must be
approved by shareholders at the AGM.
COMPOSITION & INDEPENDENCE OF THE BOARD
The Board currently has 13 Directors, comprising 9 executive Details of the aggregate remuneration of Directors categorised

members and 4 non-executive members, all 4 of whom are into appropriate components and the range of remuneration for

independent. This provides an effective check and balance in each Director can be found in Note 7 in the Notes to the

the functioning of the Board, and complies with the Listing Financial Statements in this Annual Report. Details are not

Requirements, which require one-third of the Board to be shown with reference to Directors individually, both for security

independent. reasons and because the Board believes that such information
will not add significantly to the understanding and evaluation of

In accordance with the Constitution, at least one-third of the the YTL Power Group’s standards of corporate governance.

Directors are required to retire from office at each Annual


General Meeting (“AGM”) and may offer themselves for re- In order to ensure balance of authority and accountability, the

election by rotation. Directors who are appointed by the Board roles of the Executive Chairman and the Managing Director are

during the financial year are subject to re-election by separate and distinct, and these positions are held by separate

shareholders at the next AGM held following their appointments. members of the Board. The Executive Chairman is primarily

The names of Directors seeking re-election at the forthcoming responsible for the orderly conduct and effectiveness of the

AGM are disclosed in the Notice of Annual General Meeting, Board whereas the Managing Director oversees the day-to-day

which can be found in this Annual Report. The details of the running of the business, implementation of Board policies and

Directors can be found in the Profile of the Board of Directors making of operational decisions, in addition to advancing

set out in this Annual Report and this information is also relationships with regulators and all other stakeholders. Whilst

available under the “Governance” section on the Company’s the 2012 Code recommends that the Chairman should be a non-

website at www.ytlpowerinternational.com. executive member, the Board is of the view that its existing
measures, including the delineation of the roles and duties of

The Nominating Committee, which was established by the the Managing Director and the Executive Chairman and the

Board on 23 May 2013, is responsible for assessing suitable presence of independent oversight by the Independent Non-

candidates for appointment to the Board for approval, taking Executive Directors, are sufficient to ensure the balance of

into account the required mix of skills, experience and expertise accountability and authority within the Board.

of members of the Board before submitting its recommendation


to the Board for decision. Further information on the activities
of the Nominating Committee can be found in the Nominating BOARD COMMITMENT
Committee Statement set out in this Annual Report. This In accordance with the Listing Requirements, each member of
information is also available under the “Governance” section on the Board holds not more than five directorships in public listed
the Company’s website at www.ytlpowerinternational.com. companies. This ensures that their commitment, resources and
time are focused on the affairs of the YTL Power Group thereby
Directors’ remuneration is decided in line with the objective enabling them to discharge their duties effectively.
recommended by the 2012 Code to determine the remuneration
Annual Report 2017 69

STATEMENT ON
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Presently, each Board member is required to assess (via the Details of the audit and non-audit fees paid/payable to PwC
annual assessment process) whether he/she devotes the Malaysia for the financial year ended 30 June 2017 are as follows:-
necessary time and energy to fulfilling his/her commitments to
the Company. The Board recognises that an individual’s capacity Company Group
for work varies depending on various factors that weigh very RM’000 RM’000
much on his/her own assessment. Hence, having rigid protocols
Statutory audit fees paid/
in place before any new directorships may be accepted is not
payable to:-
practical. Each board member is also expected to inform the
Board whenever he/she is appointed as an officer of a corporation. – PwC Malaysia 620 670

– Affiliates* of PwC Malaysia – 815


The details of each Director’s attendance of Board meetings can
be found in the Profile of the Board of Directors whilst details Total 620 1,485

of the training programmes attended during the year under


Non-audit fees paid/payable
review are disclosed in the Nominating Committee Statement in
to:-
this Annual Report. This information is also available under
the “Governance” section on the Company’s website at – PwC Malaysia 23 99
www.ytlpowerinternational.com. – Affiliates* of PwC Malaysia – 321

Total 23 420

INTEGRITY IN FINANCIAL REPORTING


* Member firms of an organisation which are separate and independent legal
The Company has in place an Audit Committee which comprises entities from PwC Malaysia
3 Non-Executive Directors in compliance with the Listing
Requirements which require all the members of the Audit The Directors are responsible for ensuring that financial
Committee to be non-executive members. The Audit Committee statements are drawn up in accordance with the Listing
holds quarterly meetings to review matters including the YTL Requirements, Malaysian Financial Reporting Standards,
Power Group’s financial reporting, the audit plans for the International Financial Reporting Standards and the requirements
financial year and recurrent related party transactions, as well of the Companies Act 2016 in Malaysia. The Statement of
as to deliberate the findings of the internal and external Directors’ Responsibilities made pursuant to Section 248-249 of
auditors. the Companies Act 2016 is set out in this Annual Report.

The Audit Committee met 5 times during the financial year In presenting the financial statements, the Company has used
ended 30 June 2017. Full details of the composition and a appropriate accounting policies, consistently applied and
summary of the work carried out by the Audit Committee during supported by reasonable and prudent judgements and estimates,
the financial year can be found in the Audit Committee Report to present a true and fair assessment of the Company’s position
set out in this Annual Report. This information and the terms and prospects. Interim financial reports were reviewed by the
of reference of the Audit Committee are available under the Audit Committee and approved by the Board prior to release to
“Governance” section on the Company’s website at Bursa Securities.
www.ytlpowerinternational.com.

The Audit Committee has established formal and professional RISK MANAGEMENT
arrangements for maintaining an appropriate relationship with
The Board acknowledges its overall responsibility for maintaining
the Company’s external auditors, Messrs Pricewaterhouse
a sound system of risk management and internal control to
Coopers (“PwC Malaysia”). The external auditors also attend
safeguard the investment of its shareholders and the YTL
each AGM in order to address clarifications sought pertaining to
Power Group’s assets. Details of the YTL Power Group’s system
the audited financial statements by shareholders.
of risk management and internal control and its internal audit
70 YTL POWER INTERNATIONAL BERHAD

STATEMENT ON
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

function are contained in the Statement on Risk Management & sensitive information so as to not mislead its shareholders.
Internal Control and the Audit Committee Report as set out in Therefore, the information that is price-sensitive or that may be
this Annual Report. regarded as undisclosed material information about the YTL
Power Group is not disclosed to any party until after the
prescribed announcement to Bursa Securities has been made.
CORPORATE DISCLOSURE & COMMUNICATION
WITH SHAREHOLDERS The AGM is the principal forum for dialogue with shareholders.

The YTL Power Group values dialogue with investors and The Board provides opportunities for shareholders to raise

constantly strives to improve transparency by maintaining questions pertaining to issues in the Annual Report, corporate

channels of communication with shareholders and investors developments in the YTL Power Group, the resolutions being

that enable the Board to convey information about performance, proposed and the business of the YTL Power Group in general

corporate strategy and other matters affecting stakeholders’ at every general meeting of the Company. The notice of the

interests. The Board believes that a constructive and effective AGM and a circular to shareholders in relation to the renewal of

investor relationship is essential in enhancing shareholder value the Company’s share buy-back and recurrent related party

and recognises the importance of timely dissemination of transactions mandates, if applicable, are sent to shareholders at

information to shareholders. least 21 days prior to the AGM in accordance with the Listing
Requirements and the Companies Act 2016 in order to enable

Accordingly, the Board ensures that shareholders are kept well- shareholders to review the YTL Power Group’s financial and

informed of any major development of the YTL Power Group. operational performance for the financial year and to fully

Such information is communicated through the Annual Report, evaluate new resolutions being proposed.

the various disclosures and announcements to Bursa Securities,


including quarterly and annual results, and corporate websites. The Managing Director and Executive Directors take the

Corporate information, annual financial results, governance opportunity to present a comprehensive review of the progress

information, business reviews and future plans are disseminated and performance of the YTL Power Group and provide appropriate

through the Annual Report, whilst current corporate answers in response to shareholders’ questions during the

developments are communicated via the Company’s corporate meeting, thereby ensuring a high level of accountability,

website at www.ytlpowerinternational.com and the transparency and identification with the YTL Power Group’s

YTL Corporation Berhad Group’s community website at business operations, strategy and goals. Each item of special

www.ytlcommunity.com, in addition to prescribed information, business included in the notice of the meeting is accompanied

including its interim financial reports, announcements, circulars, by an explanatory statement for the proposed resolution to

prospectuses and notices, which is released through the official facilitate full understanding and evaluation of the issues involved.

website of Bursa Securities.


The rights of shareholders, including the right to demand for a poll,

The Managing Director and the Executive Directors meet with are found in the Constution of the Company. At the 20th AGM of

analysts, institutional shareholders and investors throughout the Company, held on 22 November 2016, the resolutions put

the year not only to promote the dissemination of the YTL forth for shareholders’ approval were voted on by way of a poll.

Power Group’s financial results but to provide updates on


strategies and new developments to ensure better
understanding of the YTL Power Group’s operations and This statement was approved by the Board of Directors on

activities. Presentations based on permissible disclosures are 29  August 2017.

made to explain the YTL Power Group’s performance and major


development programs. Whilst efforts are made to provide as
much information as possible to its shareholders and
stakeholders, the Directors are cognisant of the legal and
regulatory framework governing the release of material and
Annual Report 2017 71

STATEMENT ON RISK MANAGEMENT


& INTERNAL CONTROL
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

During the financial year under review, YTL Power International The Board believes that the YTL Power Group’s system of risk
Berhad (“YTL Power” or “Company”) and its subsidiaries (“YTL management and internal control, financial or otherwise in place
Power Group”) continued to enhance the YTL Power Group’s for the financial year under review, should provide reasonable
system of internal control and risk management, to comply with assurance regarding the achievement of the objectives of
the applicable provisions of the Main Market Listing Requirements ensuring effectiveness and efficiency of operations, reliability
(“Listing Requirements”) of Bursa Malaysia Securities Berhad and transparency of financial information and compliance with
(“Bursa Securities”) and the principles and recommendations of laws and regulations.
the Malaysian Code on Corporate Governance, which was first
issued in 2000 and subsequently revised in 2007 and 2012. In
April 2017, the Securities Commission Malaysia released the PRINCIPAL FEATURES OF THE YTL POWER
new Malaysian Code on Corporate Governance and companies GROUP’S SYSTEM OF INTERNAL CONTROL
are expected to report their application of the practices in the The Board is committed to maintaining a sound internal control
new code from the financial year ending 31 December 2017. As structure that includes processes for continuous monitoring and
such, the Board and the Company are in the process of review of effectiveness of control activities, and to govern the
determining the necessary changes to its practices and manner in which the YTL Power Group and its staff conduct
procedures and will report on compliance with the new code in themselves. The principal features which formed part of the
YTL Power’s next annual report for the financial year ending YTL Power Group’s system of internal control can be summarised
30  June 2018. as follows:-

The Board acknowledges its overall responsibility for maintaining • Authorisation Procedures: The YTL Power Group has a
a sound system of risk management and internal control to clear definition of authorisation procedures and a clear line
safeguard the investment of its shareholders and the assets of of accountability, with strict authorisation, approval and
the YTL Power Group, and that these controls are designed to control procedures within the Board and the senior
provide reasonable, but not absolute, assurance against the risk management. Responsibility levels are communicated
of occurrence of material errors, fraud or losses. throughout the YTL Power Group which set out, among
others, authorisation levels, segregation of duties and other
control procedures to promote effective and independent
RESPONSIBILITIES OF THE BOARD stewardship in the best interests of shareholders.

The Board is ultimately responsible for maintaining a sound • Authority Levels: The YTL Power Group has delegated
system of risk management and internal control which includes authority levels for major tenders, capital expenditure
the establishment of an appropriate control environment projects, acquisitions and disposals of businesses and other
framework to address the need to safeguard shareholders’ significant transactions to the Executive Directors. The
investments and the assets of the YTL Power Group, and for approval of capital and revenue proposals above certain
reviewing the adequacy and integrity of the system. The system limits is reserved for decision by the Board. Other investment
of internal control covers not only financial controls but decisions are delegated for approval in accordance with
operational and compliance controls and risk management. authority limits. Comprehensive appraisal and monitoring
However, the Board recognises that reviewing the YTL Power procedures are applied to all major investment decisions.
Group’s system of risk management and internal control is a
The authority of the Directors is required for decisions on
concerted and continuing process, designed to minimise the
key treasury matters including financing of corporate and
likelihood of fraud and error, and to manage rather than
investment funding requirements, foreign currency and
eliminate the risk of failure to achieve business objectives.
interest rate risk management, investments, insurance and
Accordingly, the system of risk management and internal control
designation of authorised signatories.
can only provide reasonable but not absolute assurance against
material misstatement, fraud and loss. • Financial Performance: Interim financial results are
reviewed by the Audit Committee and approved by the
Board upon recommendation of the Audit Committee before
72 YTL POWER INTERNATIONAL BERHAD

STATEMENT ON RISK MANAGEMENT


& INTERNAL CONTROL
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

release to Bursa Securities. The full year financial results with any relevant policies or procedures, listing requirements
and analyses of the YTL Power Group’s state of affairs are or recommended industry practices that would require
disclosed to shareholders after review and audit by the disclosure in the Company’s Annual Report.
external auditors.
The companies of the Wessex Water Limited group (“Wessex
• Internal Compliance: The YTL Power Group monitors Water”) based in the United Kingdom (“UK”) were not
compliance with its internal financial controls through covered by the internal audit process discussed above.
management reviews and reports which are internally Wessex Water’s operations are subject to stringent financial
reviewed by key personnel to enable it to gauge achievement and operational controls imposed by its regulator, the UK
of annual targets. Updates of internal policies and procedures Water Services Regulation Authority (known as Ofwat), a
are undertaken to reflect changing risks or resolve government body, and by its regulatory licence. Wessex
operational deficiencies, as well as changes to legal and Water Services Limited (“WWSL”) possesses its own internal
regulatory compliance requirements relevant to the YTL audit department. The internal audit department reports to
Power Group. Internal audit visits are systematically arranged WWSL’s audit committee, which has the responsibility to
over specific periods to monitor and scrutinise compliance ensure the preservation of good financial practices and
with procedures and assess the integrity of financial monitor the controls that are in place to ensure the integrity
information provided. of those practices. It reviews the annual financial statements
and provides a line of communication between the board of
directors and the external auditors. It has formal terms of
KEY PROCESSES OF THE YTL POWER GROUP’S reference which deal with its authorities and duties, and its
SYSTEM OF INTERNAL CONTROL findings are presented to the Audit Committee.

The key processes that the Board has established to review the Similarly, the companies of the YTL PowerSeraya Pte Ltd
adequacy and integrity of the system of internal control are as group (“YTL PowerSeraya”) based in Singapore were also
follows:- not covered by YTLIA. YTL PowerSeraya’s operations are

• Internal Audit Function: The YTL Power Group’s internal subject to stringent financial and operational controls

audit function is carried out by the Internal Audit department imposed by its regulator, the Energy Market Authority

within the YTL Corporation Berhad Group (“YTLIA”), which (“EMA”), a statutory board under the Minister of Trade and

provides assurance on the efficiency and effectiveness of Industry of Singapore. YTL PowerSeraya outsourced its

the internal control systems implemented by management, internal audit to a reputable professional firm which reports

and reports directly to the Audit Committee. A description to its audit committee and its findings are also presented to

of the work of the internal audit function can be found the Audit Committee. YTL PowerSeraya has the responsibility

in the Audit Committee Report set out in this Annual to ensure that the internal controls and systems in place are

Report. This information is also available under the maintained to provide reasonable assurance as to the

“Governance” section on the Company’s website at integrity and reliability of its financial statements.

www.ytlpowerinternational.com. The system of internal control will continue to be reviewed,

YTLIA operates independently of the work it audits and enhanced and updated in line with changes in the operating

provides periodic reports to the Audit Committee, reporting environment. The Board will seek regular assurance on the

on the outcome of the audits conducted which highlight the continuity and effectiveness of the internal control system

effectiveness of the system of internal control and through appraisals by YTLIA. The Board is of the view that

significant risks. The Audit Committee reviews and evaluates the current system of internal control in place throughout

the key concerns and issues raised by YTLIA and ensures the YTL Power Group is effective to safeguard its interests.

that appropriate and prompt remedial action is taken by • Senior Management Meetings: The YTL Power Group
management. conducts regular meetings of the senior management which

None of the weaknesses or issues identified during the comprises Executive Directors and divisional heads. The

review for the financial year has resulted in non-compliance purpose of these meetings is to deliberate and decide upon
Annual Report 2017 73

STATEMENT ON RISK MANAGEMENT


& INTERNAL CONTROL
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

urgent company matters. Decisions can then be effectively The Board assumes overall responsibility for the YTL Power
communicated to relevant staff levels in a timely manner. Group’s risk management framework. Identifying, evaluating
From these meetings, the management is able to identify and managing any significant risks faced by the YTL Power
significant operational and financial risks of the business Group is an ongoing process which is undertaken by the senior
units concerned. management at each level of operations and by the Audit
Committee, which assesses and analyses these findings and
• Treasury Meetings: Management meetings are convened
reports to the Board. At the same time, YTLIA, in the
to review, identify, discuss and resolve significant financial
performance of its internal audit function, will identify and
and treasury matters and to monitor the financial standing
evaluate any significant risks faced by the YTL Power Group
of the YTL Power Group. These meetings are conducted on
and report these findings to the Audit Committee. During the
a regular basis to ensure that any new financial developments
financial year under review, the Board’s functions within the
and/or areas of concern are highlighted early and can be
risk management framework were exercised primarily by the
dealt with promptly. The members of this meeting comprise
Executive Directors through their participation in management
at least the YTL Power Group Managing Director, Executive
meetings to ensure the adequacy and integrity of the system
Directors and senior managers.
of internal control. Emphasis is placed on reviewing and
• Site Visits: The Executive Directors undertake site visits to updating the process for identifying and evaluating the
production and operating units and communicate with significant risks affecting the business, and policies and
various levels of staff to gauge first-hand the effectiveness procedures by which these risks are managed.
of strategies discussed and implemented. This is to ensure
that management and the Executive Directors maintain a The YTL Power Group’s activities expose it to a variety of
transparent and open channel of communication for financial risks, including market risk (comprising foreign currency
effective operation. exchange risk, interest rate risk and price risk), credit risk,
liquidity risk and capital risk. The YTL Power Group’s overall
financial risk management objective is to ensure that the YTL
KEY FEATURES & PROCESSES OF THE YTL POWER Power Group creates value for its shareholders. The YTL Power
GROUP’S RISK MANAGEMENT FRAMEWORK Group focuses on the unpredictability of financial markets and
The YTL Power Group’s strong financial profile is the result of a seeks to minimise potential adverse effects on its financial
system of internal control and risk management designed to performance. Financial risk management is carried out through
mitigate risks which arise in the course of business. This is regular risk review analysis, internal control systems and
exemplified by the YTL Power Group’s strategy of acquiring adherence to the YTL Power Group’s financial risk management
regulated assets and financing acquisitions on a non-recourse policies. The Board regularly reviews these risks and approves
basis. These include Wessex Water and YTL PowerSeraya, as the appropriate control environment framework. Further
well as its interests in ElectraNet Pty Ltd and P.T. Jawa Power. discussion and details on the YTL Power Group’s risk
These assets share common characteristics of highly predictable management is contained in the Management Discussion &
operating costs and revenue streams, which in turn generate Analysis in this Annual Report.
stable and predictable cash flows and profits, underpinned by
an established regulatory environment in their respective Management is responsible for creating a risk-aware culture
markets of operation. within the YTL Power Group and for the identification and
evaluation of significant risks applicable to their areas of
The Board acknowledges that all areas of the YTL Power Group’s business, together with the design and operation of suitable
business activities involve some degree of risk. The YTL Power internal controls. These risks are assessed on a continual basis
Group is committed to ensuring that there is an effective risk and may be associated with a variety of internal and external
management framework which allows management to manage sources including control breakdowns, disruption in information
risks within defined parameters and standards, and promotes systems, competition, natural catastrophe and regulatory
profitability of the YTL Power Group’s operations in order to requirements. Significant changes in the business and the
enhance shareholder value. external environment which affect significant risks will be
74 YTL POWER INTERNATIONAL BERHAD

STATEMENT ON RISK MANAGEMENT


& INTERNAL CONTROL
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

reported by the management to the Board in developing a risk CONCLUSION


mitigation action plan. Where areas for improvement in the
The Board is of the view that the system of risk management
system are identified, the Board considers the recommendations
and internal control being instituted throughout the YTL Power
made by the Audit Committee and the internal auditors.
Group is sound and effective. The monitoring, review and
reporting arrangements in place give reasonable assurance that
The Board will pursue its ongoing process of identifying,
the structure and operation of controls are appropriate for the
assessing and managing key business, operational and financial
YTL Power Group’s operations and that risks are at an acceptable
risks faced by its business units as well as regularly reviewing
level throughout its businesses. The Managing Director and the
planned strategies to determine whether risks are mitigated
Executive Director primarily responsible for the financial
and well-managed, and to ensure compliance with the guidelines
management of YTL Power have provided assurance to the
issued by the relevant authorities. This is to ensure the YTL
Board that the YTL Power Group’s risk management and internal
Power Group is able to respond effectively to the constantly
control system is operating adequately and effectively. Reviews
changing business environment in order to protect and enhance
of all the control procedures will be continuously carried out to
stakeholders’ interests and shareholder value.
ensure the ongoing effectiveness and adequacy of the system
of risk management and internal control, so as to safeguard
shareholders’ investments and the YTL Power Group’s assets.
REVIEW BY EXTERNAL AUDITORS
As required under Paragraph 15.23 of the Listing Requirements,
the external auditors, Messrs PricewaterhouseCoopers, have This statement was approved by the Board of Directors on
reviewed this Statement on Risk Management & Internal 29  August 2017.
Control. Their review was performed in accordance with
Recommended Practice Guide (“RPG”) 5 issued by the Malaysian
Institute of Accountants. Based on their review, they have
reported to the Board that nothing has come to their attention
that causes them to believe that this Statement is inconsistent
with their understanding of the process the Board has adopted
in reviewing the adequacy and integrity of internal control and
risk management of the YTL Power Group. RPG 5 does not
require the external auditors to form an opinion on the adequacy
and effectiveness of the risk management and internal control
systems of the YTL Power Group.
Annual Report 2017 75

DISCLOSURE OF RECURRENT RELATED PARTY


TRANSACTIONS OF A REVENUE OR TRADING NATURE
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

At the last Annual General Meeting of YTL Power International Berhad (“YTL Power”) held on 22 November 2016, the Company had
obtained a mandate from its shareholders to allow YTL Power and/or its subsidiaries (“YTL Power Group”) to enter into related party
transactions which are recurrent, of a revenue or trading nature and which are necessary for the day-to-day operations of YTL
Power or its subsidiaries (“Recurrent Related Party Transactions”).

In accordance with Paragraph 10.09(2)(b) of Bursa Malaysia Securities Berhad Main Market Listing Requirements (“Main LR”), details
of the Recurrent Related Party Transactions conducted during the financial year ended 30 June 2017 pursuant to the said
shareholder mandate are as follows:-

Companies in
the YTL
Power Group
involved in
the Recurrent Interested Value of
Related Party Related Related Nature of Transactions
Transactions Party Nature of Transactions Parties Relationship RM’000

YTL Persons Provision of telecommunications Dato’ Hj Major 199,842


Communications Connected(b) and/or broadband services, Mohamed Shareholder(a)
Sdn Bhd with Major equipment and/or related services to Zainal Abidin
(“YTLC”); Shareholder of Related Party; Bin Hj Abdul
Subsidiaries(2) Kadir
YTL Broadband Provision of hotel related services by (“Dato’ Md
Sdn Bhd Related Party; Zainal Abidin”)(1)
(“YTLB”);
Provision of field operations,
YTL Digital maintenance services for base
Sdn Bhd stations, microwave equipment and
(“YTLD”) hubs and/or any other ancillary
equipment and areas for network
facilities and network services by
Related Party;

Procurement of construction and


related services, and building
infrastructure/equipment from
Related Party.

Notes:-

(a) Major Shareholder – As defined in Paragraph 1.01 of the Main LR and for purpose of this disclosure, includes the definition set out in Chapter 10 of the
Main LR.

(b) Person(s) Connected – As defined in Paragraph 1.01 of the Main LR.

(1) YTLB and YTLD are subsidiaries of YTLC. Dato’ Md Zainal Abidin is a Major Shareholder of YTLC, YTLB and YTLD.

(2) ‘Persons Connected with Major Shareholder of Subsidiaries’ refer to the companies in which Dato’ Md Zainal Abidin is also a Major Shareholder and/or
Director.
76 YTL POWER INTERNATIONAL BERHAD

ANALYSIS OF
SHARE/WARRANT HOLDINGS
AS AT 19 SEPTEMBER 2017

Class of shares : Ordinary Shares


Voting rights : One vote per shareholder on a show of hands or one vote per ordinary share on a poll

DISTRIBUTION OF SHAREHOLDINGS

No. of No. of
Size of holding Shareholders % Shares# %

Less than 100 5,461 13.76 186,076 0.00


100 – 1,000 4,923 12.40 2,474,595 0.03
1,001 – 10,000 21,125 53.22 80,383,230 1.04
10,001 – 100,000 7,023 17.69 189,657,724 2.44
100,001 to less than 5% of issued shares 1,158 2.92 2,920,175,769 37.64
5% and above of issued shares 4 0.01 4,566,152,743 58.85

Total 39,694 100.00 7,759,030,137 100.00

# Excluding 384,267,779 shares bought back and retained by the Company as treasury shares.

THIRTY LARGEST SHAREHOLDERS


(without aggregating securities from different securities accounts belonging to the same person)

Name No. of Shares %

1 YTL Corporation Berhad 3,106,793,823 40.04


2 YTL Corporation Berhad 554,753,971 7.15
3 Cornerstone Crest Sdn Bhd 485,294,116 6.25
4 Yeoh Tiong Lay & Sons Holdings Sdn Bhd 419,310,833 5.40
5 Amanahraya Trustees Berhad 379,727,082 4.89
– Amanah Saham Bumiputera
6 Citigroup Nominees (Tempatan) Sdn Bhd 366,811,991 4.73
– Employees Provident Fund Board
7 RHB Capital Nominees (Tempatan) Sdn Bhd 284,000,000 3.66
– Pledged Securities Account for Yeoh Tiong Lay & Sons Holdings Sdn Bhd
8 Kumpulan Wang Persaraan (Diperbadankan) 183,887,020 2.37
9 Cartaban Nominees (Asing) Sdn Bhd 65,118,934 0.84
– Exempt An for State Street Bank & Trust Company (WEST CLT OD67)
10 Amanahraya Trustees Berhad 58,815,389 0.76
– Amanah Saham Wawasan 2020
11 Amanahraya Trustees Berhad 57,700,000 0.74
– Amanah Saham Malaysia
12 Valuecap Sdn Bhd 54,590,100 0.70
13 HSBC Nominees (Asing) Sdn Bhd 52,036,768 0.67
– BBH and Co Boston for Vanguard Emerging Markets Stock Index Fund
14 Orchestral Harmony Limited 50,470,906 0.65
Annual Report 2017 77

ANALYSIS OF
SHARE/WARRANT HOLDINGS
AS AT 19 SEPTEMBER 2017

Name No. of Shares %

15 Lembaga Tabung Haji 48,056,500 0.62


16 HSBC Nominees (Asing) Sdn Bhd 47,696,400 0.61
– TNTC for The Highclere International Investors Emerging Markets Smid Fund
17 Maybank Nominees (Tempatan) Sdn Bhd 47,256,045 0.61
– Maybank Asset Management Sdn Bhd for Malayan Banking Berhad (N14011200618)
18 Amanahraya Trustees Berhad 45,182,540 0.58
– AS 1Malaysia
19 HSBC Nominees (Asing) Sdn Bhd 36,722,380 0.47
– JPMCB NA for Vanguard Total International Stock Index Fund
20 Water City Limited 34,179,053 0.44
21 Tien Shia International Limited 33,609,708 0.43
22 Steeloak International Limited 33,014,675 0.43
23 Jamaican Gold Limited 31,323,467 0.40
24 Windchime Developments Limited 26,245,700 0.34
25 Citigroup Nominees (Tempatan) Sdn Bhd 24,995,268 0.32
– Employees Provident Fund Board (Affin-Hwg)
26 Velvet Properties Limited 24,750,227 0.32
27 Dato’ Yeoh Seok Hong 23,975,217 0.31
28 Dato’ Yeoh Seok Hong 21,869,999 0.28
29 CIMB Group Nominees (Tempatan) Sdn Bhd 20,863,050 0.27
– CIMB Bank Berhad (EDP 2)
30 Amanahraya Trustees Berhad 20,161,502 0.26
– Amanah Saham Didik

Total 6,639,212,664 85.54

SUBSTANTIAL SHAREHOLDERS
(as per register of substantial shareholders)

No. of Shares Held

Name Direct % Indirect %

Yeoh Tiong Lay & Sons Holdings Sdn Bhd 713,795,693 9.20 4,154,643,792c 53.55
YTL Corporation Berhad 3,669,342,970 47.29 485,300,822d 6.25
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 21,599,262 0.28 4,868,439,485e 62.75
Cornerstone Crest Sdn Bhd 485,294,116 6.25 — —
Employees Provident Fund Board 391,807,259 5.05 — —

c Deemed interests by virtue of interests held by YTL Corporation Berhad, YTL Power Services Sdn Bhd and Cornerstone Crest Sdn Bhd pursuant to Section
8 of the Companies Act, 2016.
d Deemed interests by virtue of interests held by YTL Power Services Sdn Bhd and Cornerstone Crest Sdn Bhd pursuant to Section 8 of the Companies Act,
2016.
e Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd, YTL Corporation Berhad, YTL Power Services Sdn Bhd and
Cornerstone Crest Sdn Bhd pursuant to Section 8 of the Companies Act, 2016.
78 YTL POWER INTERNATIONAL BERHAD

ANALYSIS OF
SHARE/WARRANT HOLDINGS
AS AT 19 SEPTEMBER 2017

Type of Securities : Warrants 2008/2018


Voting rights : One vote per Warrant 2008/2018 holder on a show of hands or one vote per Warrant 2008/2018 on a poll
in respect of meeting of Warrant 2008/2018 holders

DISTRIBUTION OF WARRANT 2008/2018 HOLDINGS

No. of Warrants
2008/2018 No. of Warrants
Size of holding Holders % 2008/2018 %

Less than 100 438 4.49 15,016 0.01


100 – 1,000 4,294 43.98 2,273,725 1.96
1,001 – 10,000 3,987 40.84 13,408,941 11.57
10,001 – 100,000 894 9.16 27,575,853 23.80
100,001 to less than 5% of issued warrants 150 1.53 72,597,071 62.66
5% and above of issued warrants 0 0.00 0 0.00

Total 9,763 100.00 115,870,606 100.00

THIRTY LARGEST WARRANTS 2008/2018 HOLDERS


(without aggregating securities from different securities accounts belonging to the same person)

No. of Warrants
Name 2008/2018 %

1 Toh Ean Hai 4,780,000 4.13


2 Cartaban Nominees (Asing) Sdn Bhd 4,676,060 4.04
– GIC Private Limited for Government of Singapore (C)
3 Yu Kok Ann 4,000,003 3.45
4 HSBC Nominees (Asing) Sdn Bhd 3,254,959 2.81
– JPMCB NA for British Steel Pension Scheme (BSP FD Trustee)
5 Maybank Nominees (Tempatan) Sdn Bhd 2,808,406 2.42
– Pledged Securities Account for Su Tiing Uh
6 Amsec Nominees (Tempatan) Sdn Bhd 2,000,000 1.73
– Pledged Securities Account for Chong Fook Hin
7 Amsec Nominees (Asing) Sdn Bhd 1,988,000 1.72
– James Hugh Alexander Hay (GZ0115)
8 Maybank Securities Nominees (Asing) Sdn Bhd 1,700,000 1.47
– Maybank Kim Eng Securities Pte Ltd for James Hay
9 Maybank Nominees (Tempatan) Sdn Bhd 1,533,100 1.32
– Etiqa Insurance Berhad (Growth Fund)
10 Citigroup Nominees (Asing) Sdn Bhd 1,392,740 1.20
– GSI for EFL Limited
Annual Report 2017 79

ANALYSIS OF
SHARE/WARRANT HOLDINGS
AS AT 19 SEPTEMBER 2017

No. of Warrants
Name 2008/2018 %

11 Maybank Nominees (Tempatan) Sdn Bhd 1,295,913 1.12


– Pledged Securities Account for Chai Lee Fong
12 Victor Lim Fung Tuang 1,207,800 1.04
13 Cartaban Nominees (Asing) Sdn Bhd 1,205,401 1.04
– GIC Private Limited for Monetary Authority of Singapore (H)
14 Cimsec Nominees (Tempatan) Sdn Bhd 1,121,500 0.97
– CIMB for Ng Choo Hock @ Ng Choo Huat (PB)
15 Gan Kim Leong 1,100,000 0.95
16 Kee Hun Chang @ Kee Ah Bah 1,022,700 0.88
17 Maybank Nominees (Tempatan) Sdn Bhd 1,000,000 0.86
– Chong Siew Chien
18 Lim Weng Sheng 978,800 0.84
19 HLIB Nominees (Tempatan) Sdn Bhd 902,500 0.78
– Hong Leong Bank Bhd for Yong Swee Kim
20 Gan Kim Leong 902,000 0.78
21 Wilfred Koh Seng Han 874,500 0.75
22 Alliancegroup Nominees (Tempatan) Sdn Bhd 823,900 0.71
– Pledged Securities Account for Tan Boon Kuan (7000108)
23 Public Nominees (Tempatan) Sdn Bhd 726,100 0.63
– Pledged Securities Account for Beh Lee Fong (E-SS2)
24 Chan Thye Thian 720,700 0.62
25 Kenanga Nominees (Tempatan) Sdn Bhd 714,426 0.62
– Pledged Securities Account for Eg Kaa Chee (STC)
26 Public Nominees (Tempatan) Sdn Bhd 709,400 0.61
– Pledged Securities Account for Tee Kim Hew (E-KLG/BTG)
27 Public Nominees (Tempatan) Sdn Bhd 647,000 0.56
– Pledged Securities Account for Toh Dee Kong (E-JCL)
28 Chan Choi Ee 637,300 0.55
29 Yeo Kian Huat 620,600 0.54
30 Tan Hua Hing 583,000 0.50

Total 45,926,808 39.64


80 YTL POWER INTERNATIONAL BERHAD

STATEMENT OF
DIRECTORS’ INTERESTS
IN THE COMPANY AND RELATED CORPORATIONS AS AT 19 SEPTEMBER 2017

THE COMPANY
YTL POWER INTERNATIONAL BERHAD

No. of Shares Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 21,599,262 0.28 4,870,176,657(1)(4) 62.77
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 14,719,213 0.19 89,000(1) *
Tan Sri Datuk Dr. Aris Bin Osman @ Othman – – 105,590(1) *
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 40,795 * – –
Dato’ Yeoh Seok Kian 10,404,890 0.13 4,421,155(1) 0.06
Dato’ Yeoh Soo Min 16,862,430 0.22 3,754,488(1)(5) 0.05
Dato’ Yeoh Seok Hong 45,845,216 0.59 5,015,218(1) 0.06
Dato’ Sri Michael Yeoh Sock Siong 14,055,133 0.18 2,658,052(1) 0.03
Dato’ Yeoh Soo Keng 13,666,251 0.18 182,175(1) *
Dato’ Mark Yeoh Seok Kah 9,387,959 0.12 1,415,320(1) 0.02
Syed Abdullah Bin Syed Abd. Kadir 2,381,613 0.03 550(1) *

No. of Warrants 2008/2018 Held

Name Direct % Indirect %

Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 2,100 * – –
Dato’ Yeoh Soo Min – – 2,000(1) *
Dato’ Yeoh Soo Keng – – 87,054(1) 0.08

No. of Share Options

Name Direct Indirect

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 7,000,000 –


Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 7,000,000 –
Tan Sri Datuk Dr. Aris Bin Osman @ Othman 1,000,000 –
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 1,000,000 –
Dato’ Yeoh Seok Kian 5,000,000 –
Dato’ Yeoh Soo Min 3,000,000 –
Dato’ Yeoh Seok Hong – 500,000(1)
Dato’ Sri Michael Yeoh Sock Siong 5,000,000 –
Dato’ Yeoh Soo Keng 3,000,000 –
Dato’ Mark Yeoh Seok Kah 5,000,000 –
Syed Abdullah Bin Syed Abd. Kadir 3,000,000 –
Annual Report 2017 81

STATEMENT OF
DIRECTORS’ INTERESTS
IN THE COMPANY AND RELATED CORPORATIONS AS AT 19 SEPTEMBER 2017

HOLDING COMPANY
YTL CORPORATION BERHAD

No. of Shares Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 90,561,164 0.86 5,180,901,131(1)(2) 49.18
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 133,001,216 1.26 – –
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 77,850 * – –
Dato’ Yeoh Seok Kian 55,481,889 0.53 11,419,183(1) 0.11
Dato’ Yeoh Soo Min 51,797,932 0.49 1,876,871(1)(5) 0.02
Dato’ Yeoh Seok Hong 44,535,079 0.42 23,549,759(1) 0.22
Dato’ Sri Michael Yeoh Sock Siong 53,652,534 0.51 19,967,788(1) 0.19
Dato’ Yeoh Soo Keng 54,083,300 0.51 758,214(1) 0.01
Dato’ Mark Yeoh Seok Kah 20,081,152 0.19 4,005,597(1) 0.04
Syed Abdullah Bin Syed Abd. Kadir 9,404,133 0.09 19,642(1) *

No. of Share Options

Name Direct Indirect

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 7,000,000 5,000,000(1)
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 7,000,000 2,000,000(1)
Dato’ Yeoh Seok Kian 5,000,000 –
Dato’ Yeoh Soo Min 5,000,000 –
Dato’ Yeoh Seok Hong 5,000,000 3,000,000(1)
Dato’ Sri Michael Yeoh Sock Siong 5,000,000 –
Dato’ Yeoh Soo Keng 5,000,000 –
Dato’ Mark Yeoh Seok Kah 5,000,000 –
Syed Abdullah Bin Syed Abd. Kadir 1,000,000 –

ULTIMATE HOLDING COMPANY


YEOH TIONG LAY & SONS HOLDINGS SDN BHD

No. of Shares Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 8,220,004 20.19 5,000,004(1) 12.28
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 5,000,000 12.28 – –
Dato’ Yeoh Seok Kian 5,000,000 12.28 – –
Dato’ Yeoh Soo Min 1,250,000 3.07 – –
Dato’ Yeoh Seok Hong 5,000,000 12.28 – –
Dato’ Sri Michael Yeoh Sock Siong 5,000,000 12.28 – –
Dato’ Yeoh Soo Keng 1,250,000 3.07 – –
Dato’ Mark Yeoh Seok Kah 5,000,000 12.28 – –
82 YTL POWER INTERNATIONAL BERHAD

STATEMENT OF
DIRECTORS’ INTERESTS
IN THE COMPANY AND RELATED CORPORATIONS AS AT 19 SEPTEMBER 2017

RELATED CORPORATIONS
YTL CEMENT BERHAD

No. of Shares Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay – – 737,672,290(6) 99.60

YTL E-SOLUTIONS BERHAD

No. of Shares Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay – – 1,345,324,000(7) 100.00

YTL LAND & DEVELOPMENT BERHAD

No. of Shares Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay – – 558,976,534(3) 67.41
Dato’ Yeoh Seok Kian 61,538 0.01 – –
Dato’ Yeoh Soo Min – – 625,582(5) 0.08
Dato’ Yeoh Soo Keng 100,000 0.01 – –

No. of Irredeemable Convertible Unsecured


Loan Stocks 2011/2021 Held

Name Direct % Indirect %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay – – 793,717,049(3) 80.03
Dato’ Yeoh Seok Kian 37,000 * – –
Dato’ Yeoh Soo Keng 60,000 0.01 – –

SYARIKAT PELANCONGAN SERI ANDALAN (M) SDN BHD

No. of Shares Held

Name Direct %

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 1 *


Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 *
Annual Report 2017 83

STATEMENT OF
DIRECTORS’ INTERESTS
IN THE COMPANY AND RELATED CORPORATIONS AS AT 19 SEPTEMBER 2017

YTL CORPORATION (UK) PLC

No. of Shares Held

Name Direct %

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 *

YTL CONSTRUCTION (THAILAND) LIMITED

No. of Shares Held

Name Direct %

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 0.01
Dato’ Yeoh Seok Kian 1 0.01
Dato’ Yeoh Seok Hong 1 0.01
Dato’ Sri Michael Yeoh Sock Siong 1 0.01
Dato’ Mark Yeoh Seok Kah 1 0.01

SAMUI HOTEL 2 CO. LTD

No. of Shares Held

Name Direct %

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 *
Dato’ Mark Yeoh Seok Kah 1 *

* Negligible

(1) Deemed interests by virtue of interests held by spouse and/or children pursuant to Section 59(11)(c) of the Companies Act, 2016.
(2) Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd pursuant to Section 8 of the Companies Act, 2016.
(3) Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd and YTL Corporation Berhad pursuant to Section 8 of the
Companies Act, 2016.
(4) Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn Bhd, YTL Corporation Berhad, Cornerstone Crest Sdn Bhd and YTL
Power Services Sdn Bhd pursuant to Section 8 of the Companies Act, 2016.
(5) Deemed interests by virtue of interests held by Tan & Yeoh Properties Sdn Bhd pursuant to Section 8 of the Companies Act, 2016.
(6) Deemed interests by virtue of interests held by YTL Corporation Berhad and YTL Power International Berhad pursuant to Section 8 of the Companies Act,
2016.
(7) Deemed interests by virtue of interests held by YTL Corporation Berhad pursuant to Section 8 of the Companies Act, 2016.

Other than as disclosed above, none of the other Directors held any interest in shares of the company or its related corporations.
84 YTL POWER INTERNATIONAL BERHAD

LIST OF
PROPERTIES
AS AT 30 JUNE 2017

Approximate Net Book


Built up Age of Lease Value as at
Land Area Description and Area Building Expiry 30 June 2017 Date of
Location Tenure (sq.m.) Existing Use (sq. m.) (years) Date RM’000 Acquisition

Avonmouth STW, Kings Freehold 394,600 Sewerage – – – 453,653 21.5.2002


Weston Lane, Avonmouth, treatment works
Bristol BS11 OYS

W-S-Mare STW, Accomodation Freehold 157,500 Sewerage – – – 243,706 21.5.2002


Road, Bleadon, Weston Super treatment works
Mare, BS24 OAP

Poole STW, Cabot Lane, Poole, Freehold 91,800 Sewerage – – – 205,330 21.5.2002
Dorset, BH17 7BX treatment works

Operation Centre, Claverton Freehold 27,100 Head Office 5,640 16 – 144,085 21.5.2002
Down Road, Bath BA2 7WW

Maudown Water Treatment Freehold 68,500 Water treatment – – – 138,998 21.5.2002


Works, Maudown, works
Wiveliscombe, Tauton,
TA4, 2UN

Trowbridge STW, Bardford Freehold 60,000 Sewerage – – – 129,964 21.5.2002


Road, Trowbridge, West Wilts, treatment works
BA 14 9 AX

Ham Lane STW, Creech St. Freehold 120,000 Sewerage – – – 121,121 21.5.2002
Michael, Taunton, treatment works
Somerset TA3 5NU

Sutton Bingham WTW, Freehold 21,000 Water treatment – – – 97,916 21.5.2002


Sutton Bingham, Yeovil, works
South Somerset, BA 22 9QL

Sturminster Marshall, Green Freehold 16,043 Water treatment – – – 82,521 21.5.2002


Lane, Sturminster Marshall, works
Wimborne, Dorset, BH21 4AJ

Holdenhurst STW, Riverside Freehold 102,000 Sewerage – – – 72,202 21.5.2002


Ave, Castle Lane East, treatment works
Bournemouth, Dorset BH7 7ES
FINANCIAL
STATEMENTS
86 DIRECTORS’ REPORT

98 STATEMENT BY DIRECTORS

98 STATUTORY DECLARATION

99 INDEPENDENT AUDITORS’ REPORT

107 INCOME STATEMENTS

108 STATEMENTS OF COMPREHENSIVE INCOME

109 STATEMENTS OF FINANCIAL POSITION

111 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

113 COMPANY STATEMENT OF CHANGES IN EQUITY

114 STATEMENTS OF CASH FLOWS

116 NOTES TO THE FINANCIAL STATEMENTS


86 YTL POWER INTERNATIONAL BERHAD

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

The Directors have pleasure in submitting their annual report together with the audited financial statements of the Group and of
the Company for the financial year ended 30 June 2017.

PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of administrative and technical support services.
The principal activities and information of the subsidiaries are set out in Note 14 to the financial statements.

There have been no significant changes in the nature of the activities of the Company and the subsidiaries during the financial year.

FINANCIAL RESULTS

Group Company
RM’000 RM’000

Profit for the financial year 787,779 671,295

Attributable to:
– Owners of the parent 693,813 671,295
– Non-controlling interests 93,966 –

787,779 671,295

DIVIDENDS
The dividend paid by the Company since the end of the last financial year was as follows:

RM’000

In respect of the financial year ended 30 June 2016:


– Interim Single Tier dividend of 10 sen per ordinary share paid on 15 November 2016 775,865

On 29 August 2017, the Board of Directors declared an interim single tier dividend of 5 sen per ordinary share for the financial year
ended 30 June 2017. The book closure and payment dates in respect of the aforesaid dividend are 26 October 2017 and 10
November 2017, respectively.

The Board of Directors do not recommend a final dividend for the financial year ended 30 June 2017.

RESERVES AND PROVISIONS


All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
Annual Report 2017 87

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

SHARE CAPITAL
The issued and fully paid up share capital of the Company was increased from 8,101,601,315 ordinary shares to 8,143,041,422
ordinary shares. The increase in the issued and fully paid up share capital of the Company arose from the exercise of Warrants of
the Company, details of which are disclosed in Note 23(a) to the financial statements. The new ordinary shares rank pari passu in all
respects with the existing issued shares of the Company.

The total number of unexercised Warrants as at 30 June 2017 amounted to 116,127,100.

TREASURY SHARES
The shareholders of the Company, by a resolution passed in the 20th Annual General Meeting held on 22 November 2016, approved
the Company’s plan to repurchase its own shares. The Directors of the Company are committed to enhance the value of the Company
for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.

On 29 August 2017, the Board of Directors declared a share dividend on the basis of one (1) treasury share for every fifty (50)
ordinary shares held. The book closure date for share dividends is on 26 October 2017 and will be credited to entitled shareholders
within 10 market days of the book closure date.

Details of treasury shares are set out in Note 24(b) to the financial statements.

EMPLOYEES’ SHARE OPTION SCHEME


The Employees’ Share Option Scheme (“ESOS”) for employees and Directors of the Company and its subsidiaries who meet the
criteria of eligibility for participation is governed by the by-laws approved by the shareholders of the Company at an Extraordinary
General Meeting held on 30 November 2010. The share issuance scheme was implemented on 1 April 2011. The salient features and
terms of the ESOS are set out in Note 23(b) to the financial statements.

The aggregate maximum allocation of the share options granted to key management personnel is not more than fifty per cent
(50%) of the fifteen per cent (15%) of the net paid up shares capital of the Company at the point of time throughout the duration
of the scheme.

The actual allocation granted to key management personnel is as follows:

Actual Allocation

Since Financial Year


1.4.2011 30.6.2017

Key management personnel 5.89%* —

* Computed based on 15% of the net paid up share capital of the Company.
88 YTL POWER INTERNATIONAL BERHAD

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

EMPLOYEES’ SHARE OPTION SCHEME (CONTINUED)


Since the date of the last report, no options have been granted under the ESOS.

Details of options granted to non-executive directors of the Company are as follows:

Number of share options over ordinary shares in the Company

At At
Name of Directors 1 July 2016 Granted Exercised 30 June 2017

Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 1,000,000 — — 1,000,000
Tan Sri Datuk Dr. Aris bin Osman @ Othman 1,000,000 — — 1,000,000

DIRECTORS
The Directors who have held office during the financial year until the date of this report are as follows:

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay


Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE
Tan Sri Datuk Dr. Aris bin Osman @ Othman
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng
Dato’ Yeoh Seok Kian
Dato’ Yusli bin Mohamed Yusoff
Dato’ Yeoh Soo Min
Dato’ Yeoh Seok Hong
Dato’ Sri Michael Yeoh Sock Siong
Dato’ Yeoh Soo Keng
Dato’ Mark Yeoh Seok Kah
Syed Abdullah bin Syed Abd. Kadir
Faiz bin Ishak
Annual Report 2017 89

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS OF SUBSIDIARIES
The following is a list of directors of the subsidiaries (excluding Directors who are also Directors of the Company) in office during
the financial year until the date of this Report:
Achmad Amri Aswono Putro (Appointed on 7 April 2017) Ahmad Janwal (Appointed on 30 April 2017)
Alan Derek Morgan Ali Reza Tabassi
Andrew Fraser Pymer Ang Meng Hee
Chan Chor Yook Chan Swee Huat
Colin Frank Skellett Christopher Antony Chambers
Charlotte Tamsyn Maher Dato’ Anuar bin Ahmed
Dato’ Daing A Malek bin Daing A Rahaman Dato’ Ikhwan Salim bin Dato’ Hj Sujak
Datin Kathleen Chew Wai Lin David Alan Knaggs
David Huw Davies David John Elliott
David Martin Barclay Eoon Whai San
Fiona Clare Reynolds Francis William Sweeting
Gareth Alan King Gareth John Davies
Gillian Elizabeth Camm Gunther Axel Reinder Warris
Gunter Galster Hee Kang Yow
Insinyur Gafur Sulistyo Umar Intertrust (Netherlands) B.V.
Ionics Directors Limited James Andrew Rider
Jammula Bala Venkateswara Rao Jeremy John Lavis
Jeremy Robert Bryan Julian Okoye
Lee Chak Hui (Appointed on 1 August 2017) Lee Wing Kui
Lee Liam Chye Lord Stewart Ross Sutherland
Luke Martin de Vial Mark John Nicholson
Mark Timothy Watts Marilyn Elizabeth Smith
Martin Franz Rudolf Metzger Martin John Bushnell
Michael Moriarty Michael Luke Wilkinson
Mittelmeer Directors Limited Mohammed Habedat Saddiq
Nigel Lynn Evans Norhamidi bin Abdul Rahman (Appointed on 23 August 2017)
Pieter Oosthoek Richard John Keys
Richard John Talbott Ryota Kobayashi
Sarah Elizabeth Johnson Stephen Charles Harle Smith
Steven John Holt Tan Choong Min
Yeoh Keong Hann Yeoh Keong Junn
Yeoh Keong Yeow Yeoh Keong Yuan
Yeoh Pei Lou Yutaka Hayashi
90 YTL POWER INTERNATIONAL BERHAD

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act, 2016, the interests
of the Directors who held office at the end of the financial year in shares of the Company and its related corporations are as follows:

Number of ordinary shares in the Company

At At
1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 21,599,262 — — 21,599,262
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 14,719,213 — — 14,719,213
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 40,795 — — 40,795
Dato’ Yeoh Seok Kian 10,404,890 — — 10,404,890
Dato’ Yeoh Soo Min 16,862,430 — — 16,862,430
Dato’ Yeoh Seok Hong 45,845,216 — — 45,845,216
Dato’ Sri Michael Yeoh Sock Siong 14,055,133 — — 14,055,133
Dato’ Yeoh Soo Keng 13,666,251 — — 13,666,251
Dato’ Mark Yeoh Seok Kah 9,387,959 — — 9,387,959
Syed Abdullah bin Syed Abd. Kadir 2,381,613 — — 2,381,613

Deemed interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 4,870,179,657(1)(4) 123,000 — 4,870,302,657(1)(4)
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 89,000(1) — — 89,000(1)
Tan Sri Datuk Dr. Aris bin Osman @ Othman 105,590(1) — — 105,590(1)
Dato’ Yeoh Seok Kian 4,421,155(1) — — 4,421,155(1)
Dato’ Yeoh Soo Min 3,754,488(1)(5) — — 3,754,488(1)(5)
Dato’ Yeoh Seok Hong 5,015,218(1) — — 5,015,218(1)
Dato’ Sri Michael Yeoh Sock Siong 2,658,052(1) — — 2,658,052(1)
Dato’ Yeoh Soo Keng 140,175(1) 42,000 — 182,175(1)
Dato’ Mark Yeoh Seok Kah 1,415,320(1) — — 1,415,320(1)
Syed Abdullah bin Syed Abd. Kadir 550(1) — — 550(1)

Number of Warrants 2008/2018 in the Company

At Exercised/ At
1 July 2016 Acquired Disposed 30 June 2017

Direct interest
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 2,100 — — 2,100

Deemed interests
Dato’ Yeoh Soo Min 2,000(1) — — 2,000(1)
Dato’ Yeoh Soo Keng 87,054(1) — — 87,054(1)
Annual Report 2017 91

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ INTERESTS (CONTINUED)

Number of share options over ordinary shares in the Company

At At
1 July 2016 Granted Exercised 30 June 2017

Direct interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 7,000,000 — — 7,000,000
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 7,000,000 — — 7,000,000
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 1,000,000 — — 1,000,000
Tan Sri Datuk Dr. Aris bin Osman @ Othman 1,000,000 — — 1,000,000
Dato’ Yeoh Seok Kian 5,000,000 — — 5,000,000
Dato’ Yeoh Soo Min 3,000,000 — — 3,000,000
Dato’ Sri Michael Yeoh Sock Siong 5,000,000 — — 5,000,000
Dato’ Yeoh Soo Keng 3,000,000 — — 3,000,000
Dato’ Mark Yeoh Seok Kah 5,000,000 — — 5,000,000
Syed Abdullah bin Syed Abd. Kadir 3,000,000 — — 3,000,000

Deemed interest
Dato’ Yeoh Seok Hong 500,000(1) — — 500,000(1)

Number of ordinary shares

Immediate Holding Company At At


YTL Corporation Berhad 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 90,561,164 — — 90,561,164
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 133,001,216 — — 133,001,216
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 27,850 50,000 — 77,850
Dato’ Yeoh Seok Kian 55,481,889 — — 55,481,889
Dato’ Yeoh Soo Min 51,797,932 — — 51,797,932
Dato’ Yeoh Seok Hong 44,535,079 — — 44,535,079
Dato’ Sri Michael Yeoh Sock Siong 53,652,534 — — 53,652,534
Dato’ Yeoh Soo Keng 53,916,634 166,666 — 54,083,300
Dato’ Mark Yeoh Seok Kah 20,081,152 — — 20,081,152
Syed Abdullah bin Syed Abd. Kadir 9,304,133 100,000 — 9,404,133

Deemed interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 5,180,207,231(1)(2) 693,900 — 5,180,901,131(1)(2)
Dato’ Yeoh Seok Kian 11,352,517(1) 66,666 — 11,419,183(1)
Dato’ Yeoh Soo Min 1,525,605(1)(5) 351,266 — 1,876,871(1)(5)
Dato’ Yeoh Seok Hong 23,549,759(1) — — 23,549,759(1)
Dato’ Sri Michael Yeoh Sock Siong 19,332,622(1) 635,166 — 19,967,788(1)
Dato’ Yeoh Soo Keng 758,214(1) — — 758,214(1)
Dato’ Mark Yeoh Seok Kah 4,005,597(1) — — 4,005,597(1)
Syed Abdullah bin Syed Abd. Kadir 19,642(1) — — 19,642(1)
92 YTL POWER INTERNATIONAL BERHAD

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ INTERESTS (CONTINUED)

Number of share options over ordinary shares

Immediate Holding Company At At


YTL Corporation Berhad 1 July 2016 Granted Exercised 30 June 2017

Direct interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 7,000,000 — — 7,000,000
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 7,000,000 — — 7,000,000
Dato’ Yeoh Seok Kian 5,000,000 — — 5,000,000
Dato’ Yeoh Soo Min 5,000,000 — — 5,000,000
Dato’ Yeoh Seok Hong 5,000,000 — — 5,000,000
Dato’ Sri Michael Yeoh Sock Siong 5,000,000 — — 5,000,000
Dato’ Yeoh Soo Keng 5,000,000 — — 5,000,000
Dato’ Mark Yeoh Seok Kah 5,000,000 — — 5,000,000
Syed Abdullah bin Syed Abd. Kadir 1,000,000 — — 1,000,000

Deemed interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 5,000,000(1) — — 5,000,000(1)
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 2,000,000(1) — — 2,000,000(1)
Dato’ Yeoh Seok Hong 3,000,000(1) — — 3,000,000(1)

Number of ordinary shares

Ultimate Holding Company At At


Yeoh Tiong Lay & Sons Holdings Sdn. Bhd. 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 8,220,004 — — 8,220,004
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 5,000,000 — — 5,000,000
Dato’ Yeoh Seok Kian 5,000,000 — — 5,000,000
Dato’ Yeoh Soo Min 1,250,000 — — 1,250,000
Dato’ Yeoh Seok Hong 5,000,000 — — 5,000,000
Dato’ Sri Michael Yeoh Sock Siong 5,000,000 — — 5,000,000
Dato’ Yeoh Soo Keng 1,250,000 — — 1,250,000
Dato’ Mark Yeoh Seok Kah 5,000,000 — — 5,000,000

Deemed interest
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 5,000,004(1) — — 5,000,004(1)
Annual Report 2017 93

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ INTERESTS (CONTINUED)

Number of ordinary shares

Related Company At At
YTL Cement Berhad 1 July 2016 Acquired Disposed 30 June 2017

Deemed interest
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 737,668,130(6) 4,160 — 737,672,290(6)

Number of ordinary shares

Related Company At At
YTL e-Solutions Berhad § 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng 150,000 — (150,000) —
Dato’ Yeoh Soo Keng 500,000 — (500,000) —
Syed Abdullah bin Syed Abd. Kadir 300,000 — (300,000) —

Deemed interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 999,172,000(3) 348,233,700 (2,081,700) 1,345,324,000(7)
Dato’ Yeoh Seok Kian 200,000(1) — (200,000) —
Dato’ Yeoh Soo Min 1,053,800(5) — (1,053,800) —
Dato’ Sri Michael Yeoh Sock Siong 1,905,500(1) — (1,905,500) —

Number of ordinary shares

Related Company At At
YTL Land & Development Berhad 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Dato’ Yeoh Seok Kian 61,538 — — 61,538
Dato’ Yeoh Soo Keng 100,000 — — 100,000

Deemed interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 558,976,534(3) — — 558,976,534(3)
Dato’ Yeoh Soo Min 625,582(5) — — 625,582(5)

§ YTL e-Solutions Berhad was delisted from the Official List of Bursa Malaysia Securities Berhad on 4.11.2016 and became a wholly-
owned subsidiary of YTL Corporation Berhad on 16.12.2016.
94 YTL POWER INTERNATIONAL BERHAD

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ INTERESTS (CONTINUED)

Number of Irredeemable Convertible Unsecured Loan Stocks


2011/2021

Related Company At Converted/ At


YTL Land & Development Berhad 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Dato’ Yeoh Seok Kian 37,000 — — 37,000
Dato’ Yeoh Soo Keng 60,000 — — 60,000

Deemed interest
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 793,717,049(3) — — 793,717,049(3)

Number of ordinary shares

Related Company At At
Syarikat Pelancongan Seri Andalan (M) Sdn. Bhd. 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay 1 — — 1
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 — — 1

Number of ordinary shares of £0.25 each

Related Corporation At At
*YTL Corporation (UK) Plc. 1 July 2016 Acquired Disposed 30 June 2017

Direct interest
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 — — 1

Number of ordinary shares of THB100 each

Related Corporation At At
+YTL Construction (Thailand) Limited 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 — — 1
Dato’ Yeoh Seok Kian 1 — — 1
Dato’ Yeoh Seok Hong 1 — — 1
Dato’ Sri Michael Yeoh Sock Siong 1 — — 1
Dato’ Mark Yeoh Seok Kah 1 — — 1
Annual Report 2017 95

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ INTERESTS (CONTINUED)

Number of ordinary shares of THB10 each

Related Corporation At At
+Samui Hotel 2 Co., Ltd. 1 July 2016 Acquired Disposed 30 June 2017

Direct interests
Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE 1 — — 1
Dato’ Mark Yeoh Seok Kah 1 — — 1

* Incorporated in England and Wales.


+ Incorporated in Thailand.
(1) Deemed interests by virtue of interests held by spouse and/or children pursuant to Section 59(11)(c) of the Companies Act, 2016.
(2) Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn. Bhd. pursuant to Section 8 of the
Companies Act, 2016.
(3) Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn. Bhd. and YTL Corporation Berhad pursuant
to Section 8 of the Companies Act, 2016.
(4) Deemed interests by virtue of interests held by Yeoh Tiong Lay & Sons Holdings Sdn. Bhd., YTL Corporation Berhad, YTL Power
Services Sdn. Bhd. and Cornerstone Crest Sdn. Bhd. pursuant to Section 8 of the Companies Act, 2016.
(5) Deemed interests by virtue of interests held by Tan & Yeoh Properties Sdn. Bhd. pursuant to Section 8 of the Companies Act,
2016.
(6) Deemed interests by virtue of interests held by YTL Corporation Berhad and YTL Power International Berhad pursuant to Section
8 of the Companies Act, 2016.
(7) Deemed interests by virtue of interests held by YTL Corporation Berhad pursuant to Section 8 of the Companies Act, 2016.

Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay, by virtue of his interests in the shares of the Company, is deemed under Section 8 of the
Companies Act, 2016 to have interests in the shares of the subsidiaries of the Company to the extent that the Company has
interests.

Other than as disclosed above, the Directors who held office at the end of the financial year did not have interests in shares of the
Company or its related corporations during the financial year.

INDEMNIFICATION OF DIRECTORS
A Directors’ and Officers’ Liability insurance against any legal liability incurred by the Directors and Officers in the discharge of their
duties while holding office for the Group and the Company is maintained as group basis under YTL Corporation Berhad, the
immediate holding company of YTL Power International Berhad. The Directors and Officers shall not be indemnified by such
insurance for any negligence, fraud, intentional breach of law or breach of trust proven against them.
96 YTL POWER INTERNATIONAL BERHAD

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than Directors’
remuneration disclosed in Note 7 to 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 except that certain Directors received remuneration from the Company’s related corporations.

Neither during nor at the end of the financial year was the Company a party to any arrangement whose object was to enable the
Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate,
other than the ESOS.

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS


Before the financial statements of the Group and the Company were prepared, the Directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been
made for doubtful debts; and

(b) to ensure that any current assets, which were unlikely to be realised in the ordinary course of business including the values of
current assets as shown in the accounting records of the Group and the Company had been written down to an amount which
the current assets might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:

(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial
statements of the Group and the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and the Company
misleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and the
Company misleading or inappropriate.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group and the Company which has arisen since the end of the financial year which secures the
liability of any other person; or

(b) any contingent liability of the Group and the Company which has arisen since the end of the financial year.

No contingent or other liability 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 affect the ability of the Group and the Company to
meet their obligations when they fall due.

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements of the Group and the Company which would render any amount stated in the respective financial statements misleading.
Annual Report 2017 97

DIRECTORS’ REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED)


In the opinion of the Directors:

(a) the results of the Group and Company’s operations during the financial year were not substantially affected by any item,
transaction or event of a material and unusual nature save as disclosed in Note 14(e); and

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or
event of a material and unusual nature likely to affect substantially the results of the operations of the Group and the Company
for the financial year in which this report is made.

ULTIMATE HOLDING COMPANY


The Directors regard Yeoh Tiong Lay & Sons Holdings Sdn. Bhd., a company incorporated in Malaysia as the Company’s ultimate
holding company.

AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Details of auditors’ remuneration are
set out in Note 7 to the financial statements.

This report was approved by the Board of Directors on 21 September 2017. Signed on behalf of the Board of Directors:

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE
Director

Dato’ Yeoh Seok Hong


Director
98 YTL POWER INTERNATIONAL BERHAD

STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016

We, Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE and Dato’ Yeoh Seok Hong, two of the Directors of YTL Power International
Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 107 to 216 are drawn up so
as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2017 and financial performance
of the Group and of the Company for the financial year ended 30 June 2017 in accordance with the Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

The supplementary information set out in Note 39 to the financial statements have been prepared in accordance with the Guidance
on 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, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 21 September 2017.

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE
Director

Dato’ Yeoh Seok Hong


Director

STATUTORY DECLARATION
PURSUANT TO SECTION 251(1) OF THE COMPANIES ACT, 2016

I, Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE, the Director primarily responsible for the financial management of YTL Power
International Berhad, do solemnly and sincerely declare that, the financial statements set out on pages 107 to 216 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.

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE
Director

Subscribed and solemnly declared by the abovenamed Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, CBE, FICE at Kuala Lumpur on
21  September 2017, before me.

Tan Seok Kett


Commissioner for Oaths
Annual Report 2017 99

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS


Our opinion

In our opinion, the financial statements of YTL Power International Berhad (“the Company”) and its subsidiaries (“the Group”) give a
true and fair view of the financial position of the Group and of the Company as at 30 June 2017, and of their financial performance
and their cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

What we have audited

We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as
at 30 June 2017 of the Group and of the Company, and the income statements, statements of comprehensive income, statements
of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 107 to 216.

Basis for opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our
responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements”
section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and other ethical responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws
and the IESBA Code.

Our audit approach

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements
of the Group and the Company. In particular, we considered where the Directors made subjective judgements; for example, in respect
of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters,
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements
as a whole, taking into account the structure of the Group and of the Company, the accounting processes and controls, and the
industry in which the Group and the Company operate.
100 YTL POWER INTERNATIONAL BERHAD

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)


Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the
financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters

Impairment review of goodwill

Refer to Note 3(c)(ii) – significant accounting policies, Note 4(a)


– critical accounting estimates and judgements, and Note 13(i)
– intangible assets

The Group recorded goodwill of RM8,207.7 million as at 30 June We performed the following audit procedures:
2017, primarily allocated to the multi utilities business segment
• Agreed the VIU cash flows of each CGU to the financial
in Singapore and water and sewerage segment in the United
budgets approved by the Directors;
Kingdom. The goodwill for these segments comprises 98.7% of
total goodwill. • Discussed with management the key assumptions used in
the respective VIU cash flows and compared the revenue
The recoverable amounts of the cash generating units (“CGU”) growth rates for United Kingdom, and EBITDA growth rates
are determined based on value-in-use (“VIU”) calculation. Based for Singapore to the historical performance of the respective
on the annual impairment test performed, the Director concluded CGUs;
that no impairment is required for goodwill. The key assumptions
• Checked the reasonableness of the discount rates and
and sensitivities are disclosed in Note 13(i) & 13(ii) to the
terminal growth rates with the assistance of our valuation
financial statements.
expert by benchmarking to the respective industries; and

We focused on this area as the estimation of the recoverable • Checked the sensitivity analysis performed by management
amounts is inherently uncertain and requires significant over discount rates, terminal growth rates, and EBITDA
judgement on the future cash flows, terminal growth rate and growth rates, used in deriving the respective VIU cash flows.
the discount rate applied to the projected cash flows. Based on the procedures performed, no material exceptions
were noted.
Annual Report 2017 101

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)


Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Capitalisation policy on infrastructure assets of the


water and sewerage segment

Refer to Note 3(a) – significant accounting policies, Note 4(b) –


critical accounting estimates and judgements, and Note 11 –
property, plant and equipment (“PPE”)

As at 30 June 2017, the net book value of the infrastructure We performed the following audit procedures:
assets of the water and sewerage segment of RM7,465.2
• Tested the operating effectiveness of the controls over
million comprised capital expenditure incurred by the segment
authorisation of selected projects’ infrastructure assets and
to meet the development and regulatory requirement of the
identification of capital expenditures attributable to the
business, employee and overhead costs that are directly
infrastructure assets;
attributable to the construction of the asset.
• Understood the nature of costs incurred in relation to
There is a significant judgement involved in determining employee and overhead costs through discussion with
whether costs incurred, specifically employee and overhead management and checked whether the costs incurred met
costs meet the relevant criteria for capitalisation in accordance the capitalisation criteria in accordance with MFRS 116; and
with MFRS 116, Property, Plant and Equipment (“MFRS 116”).
• Compared the level of employee and overhead costs
capitalised against prior year balances and current year
budget information to identify material changes in the
nature or quantum of costs capitalised, with any significant
variances discussed and corroborated with management.

Based on the procedures performed, no material exceptions


were noted.

Impairment assessment on trade receivables of the


Group’s water and sewerage segment

Refer to Note 3(l)(v) – significant accounting policies, Note 4(e)


– critical accounting estimates and judgements and Note 17 –
receivables, deposits and prepayments

Trade receivables of the water and sewerage segment of We performed the following audit procedures:
RM438.5 million is net of impairment charges of RM222.8
• Tested the controls over assessment of impairment of trade
million as at 30 June 2017.
receivables and the operating effectiveness of the key IT
systems used for generating billings and cash collection data
As this segment operates in the United Kingdom (“UK”), there is
used for the impairment assessment;
a statutory requirement to continue to provide water to all
customers who has defaulted in payment. Therefore, the Group • Obtained the historical cash collection trends of each ageing
has estimated the impairment of trade receivables on a portfolio bracket of the trade receivables and payment methods and
basis for the year based on the historical cash collection trends compared against the percentage of impairment used by
and economic trends, which are subjective in nature. management against each ageing bracket and payment
methods; and
We focused on this area given the use of significant estimates
and judgement in determining the appropriate level of • Compared the level of impairment applied against similar
impairment for trade receivables. companies within the industry in the UK.

Based on the procedures performed, no material exceptions


were noted.
102 YTL POWER INTERNATIONAL BERHAD

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)


Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Assumptions used in determining the present value of


the funded defined benefit obligations of the water
and sewerage segment

Refer to Note 3(v)(ii) – significant accounting policies, Note 4(d)


– critical accounting estimates and judgements, and Note 27(b)
– post-employment benefit obligations

The water and sewerage segment of the Group recorded We performed the following audit procedures:
RM1,100.0 million of post-employment benefit obligations as at
• Understand and assess the scope of work by the external
30 June 2017, net of fair value of planned assets.
actuary engaged by the management;

The present value of the funded defined benefit obligations • Assessed the competencies, objectivity and capabilities of
depends on a number of assumptions determined on an actuarial the external actuary;
basis. The key assumptions are disclosed in Note 27(b) to the
• Obtained the external actuarial report and understood the
financial statements.
key assumptions used in determining the present value of
the funded defined benefit obligations;
We focused to this area due to the key assumptions used in
determining the present value of the funded defined benefit • Compared the key assumptions used by the actuary on
obligations and any changes in these assumptions will materially discount rate, expected rate of increase in pension payment,
impact the carrying amounts of the post-employment benefit and price inflation against external market data and similar
obligations. schemes with assistance of our actuary specialist;

• Compared the expected rate of salary increases used by the


actuary against historical trend; and

• Checked the disclosures in respect of the sensitivity of the


carrying amounts of the post-employment benefit
obligations to changes in key assumptions, performed by
the actuary.

Based on the procedures performed, no material exceptions


were noted.
Annual Report 2017 103

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)


Key audit matters (continued)

Key audit matters How our audit addressed the key audit matters

Impairment assessment of property, plant and equipment


and investment in the subsidiary of the Group

Refer to Note 3(a) – significant accounting policies, Note 4(c) –


critical accounting estimates and judgements, Note 11 – PPE
and Note 14(d) – investment in subsidiaries

a) Impairment assessment of property, plant and equipment a) Impairment assessment of PPE


(“PPE”)

The Group has PPE related to its mobile broadband network We performed the following audit procedures:
segment with aggregate carrying values of RM2,284.0
• Agreed the VIU cash flows of the CGU to the financial
million as at 30 June 2017.
budgets approved by the Directors;
The Group performed an impairment assessment on the • Checked the assumptions used, in particular average revenue
carrying values of the PPE due to the losses recorded by growth rate and useful life of the assets and benchmarked
the segment which is an impairment indicator. against the comparable companies within the industry;

The impairment assessment was performed by • Discussed with management the rationale applied on the
management using VIU cash flows which requires assumption of sourcing contract renewals by considering
significant judgement as the timing and quantum of the the Company’s historical experience;
cash flows is dependent on the achievement of the next • Assessed reasonableness of the discount rate which reflects
five years’ business plans and financial budgets which are the specific risk relating to the PPE based on inputs that are
dependent on the use of key assumptions comprising its publicly available; and
growth targets, and sourcing contract renewals.
• Checked sensitivity analysis performed by management on
Based on the annual impairment test performed, the the discount rate used in deriving the VIU.
Directors concluded that no impairment of PPE is required.

b) Impairment assessment on cost of investment in the b) Impairment assessment on cost of investment in the
separate financial statements of the Company separate financial statements of the Company

The cost of investment of the mobile broadband network In addition to the procedures performed on the cash flows from
segment of the Group in the separate financial statement the underlying PPE of the subsidiary as described above, we
of the Company as at 30 June 2017 amounted to RM2,933.3 have performed the following audit procedures:
million.
• Checked that the VIU cash flows of the underlying PPE had
been adjusted for financing and tax cash flows;
Given the impairment indicator as described above, the
Group has performed an impairment assessment and • Assessed the reasonableness of the discount rate which
estimated the recoverable amount based on VIU cash reflects the specific risk relating to the investment in the
flows and the Directors have concluded that no impairment subsidiary based on inputs that are publicly available with
on the cost of investment is required. the assistance of our valuation expert;

We focused on (a) and (b) above as the estimation of the • Checked the reasonableness of the terminal growth rate
recoverable amounts is inherently uncertain and requires with the assistance of our valuation expert by benchmarking
significant judgement on the future cash flows, terminal growth to industry reports; and
rate and the discount rate applied to the calculation of the VIU. • Checked sensitivity analysis performed by management on
terminal growth rate and discount rate used in deriving the
VIU.

Based on the procedures performed in (a) and (b) above, no


material exceptions were noted.
104 YTL POWER INTERNATIONAL BERHAD

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)


Information other than the financial statements and auditors’ report thereon

The Directors of the Company are responsible for the other information. The other information comprises Chairman’s Statement,
Management Discussion and Analysis, Corporate Information, Profile of the Board of Directors, Statement of Directors’ Responsibilities,
Audit Committee Report, Nominating Committee Statement, Statement on Corporate Governance, Statement on Risk Management
and Internal Control, Disclosure of Recurrent Related Party Transactions, Profile of Key Senior Management and Sustainability
Report, which we obtained prior to the date of this auditors’ report, and other sections in 2017 Annual Report, which is expected to
be made available to us after that date. Other information does not include the financial statements of the Group and of the
Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the
Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of the Directors for the financial statements

The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that
give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors
determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have
no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved
standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Annual Report 2017 105

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)


Auditors’ responsibilities for the audit of the financial statements (continued)

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit 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 Group’s and the Company’s internal
control.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the
Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to
cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including
the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions
and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
106 YTL POWER INTERNATIONAL BERHAD

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF YTL POWER INTERNATIONAL BERHAD
(INCORPORATED IN MALAYSIA) (COMPANY NO. 406684 H)

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS


In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not
acted as auditors, are disclosed in Note 14 to the financial statements.

OTHER REPORTING RESPONSIBILITIES


The supplementary information set out in Note 39 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is
not part of the financial statements. The Directors are responsible for the preparation of the supplementary information in
accordance with Guidance on 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, as issued by the Malaysian Institute of Accountants
(“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in
all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

PRICEWATERHOUSECOOPERS SOO KWAI FONG


(No. AF: 1146) 03144/07/2019 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
21 September 2017
Annual Report 2017 107

INCOME STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

Revenue 5 9,777,912 10,245,174 1,517,591 1,136,094


Cost of sales (7,775,206) (8,120,619) — —

Gross profit 2,002,706 2,124,555 1,517,591 1,136,094


Other operating income 102,893 297,644 46 34,877
Administrative expenses (546,296) (580,736) (47,721) (49,743)
Other operating expenses (168,743) (262,676) (505,616) (66,975)
Finance cost (846,420) (894,733) (292,291) (258,383)
Share of profits of investments accounted for
using the equity method 15 348,067 630,086 — —

Profit before taxation 7 892,207 1,314,140 672,009 795,870


Taxation 8 (104,428) (135,684) (714) (744)

Profit for the financial year 787,779 1,178,456 671,295 795,126

Attributable to:
– Owners of the parent 693,813 1,061,850 671,295 795,126
– Non-controlling interests 93,966 116,606 — —

787,779 1,178,456 671,295 795,126

Earnings per share for profit attributable


to the owners of the parent:
– Basic (sen) 9 8.96 14.06

– Diluted (sen) 9 8.92 13.97

The accompanying notes form an integral part of the financial statements.


108 YTL POWER INTERNATIONAL BERHAD

STATEMENTS OF COMPREHENSIVE INCOME


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

Profit for the financial year 787,779 1,178,456 671,295 795,126

Other comprehensive (loss)/income:


Items that will not be reclassified subsequently
to income statement:
– re-measurement of post-employment
benefit obligations (162,639) (196,820) — —

– subsidiaries (170,438) (190,578) — —


– associates and joint ventures 7,799 (6,242) — —

Items that may be reclassified subsequently to


income statement:
– available-for-sale financial assets 24(a) 21,564 (4,574) 21,567 (4,578)
– cash flow hedges 24(a) 250,504 57,020 — —

– subsidiaries 239,841 58,581 — —


– associates and joint ventures 10,663 (1,561) — —

– currency translation differences 720,506 227,761 — —

– subsidiaries 564,917 133,528 — —


– associates and joint ventures 155,589 94,233 — —

Other comprehensive income/(loss) for


the financial year, net of tax 829,935 83,387 21,567 (4,578)

Total comprehensive income for the


financial year 1,617,714 1,261,843 692,862 790,548

Attributable to:
– Owners of the parent 1,476,469 1,112,433 692,862 790,548
– Non-controlling interests 141,245 149,410 — —

1,617,714 1,261,843 692,862 790,548

The accompanying notes form an integral part of the financial statements.


Annual Report 2017 109

STATEMENTS OF FINANCIAL POSITION


AS AT 30 JUNE 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

ASSETS

Non-current assets
Property, plant and equipment 11 21,334,981 20,009,675 1,141 920
Investment properties 12 432,935 14,462 — —
Intangible assets 13 8,392,717 8,077,220 — —
Investment in subsidiaries 14 — — 18,163,777 17,857,277
Investments accounted for using the equity
method 15 2,245,363 2,119,011 — 5
Investments 16 822,780 271,359 287,842 266,580
Derivative financial instruments 19 13,502 29,865 — —
Receivables, deposits and prepayments 17 1,135,578 367,909 — —

34,377,856 30,889,501 18,452,760 18,124,782

Current assets
Inventories 18 448,947 805,902 — —
Investments 16 2,503,011 — 2,503,011 —
Receivables, deposits and prepayments 17 2,152,242 1,723,420 1,823 3,043
Derivative financial instruments 19 51,859 64,547 — —
Amounts owing by immediate holding company
and ultimate holding company 20 2 5 — —
Amounts owing by subsidiaries 21 — — 3,000,607 1,835,298
Amounts owing by fellow subsidiaries 32 17,942 883 — 10
Cash and bank balances 22 8,946,301 9,761,333 35,165 524,234

14,120,304 12,356,090 5,540,606 2,362,585

TOTAL ASSETS 48,498,160 43,245,591 23,993,366 20,487,367

The accompanying notes form an integral part of the financial statements.


110 YTL POWER INTERNATIONAL BERHAD

STATEMENTS OF FINANCIAL POSITION


AS AT 30 JUNE 2017

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

EQUITY AND LIABILITIES

Capital and reserves


Share capital 23 7,019,847 4,050,801 7,019,847 4,050,801
Reserves 6,238,978 8,460,180 6,432,093 9,436,902

Equity attributable to owners of the parent 13,258,825 12,510,981 13,451,940 13,487,703


Non-controlling interests 230,855 242,337 — —

TOTAL EQUITY 13,489,680 12,753,318 13,451,940 13,487,703

LIABILITIES

Non-current liabilities
Deferred taxation 25 1,761,764 1,839,883 63 68
Borrowings 26 23,807,374 23,833,881 10,028,514 6,367,163
Post-employment benefit obligations 27 1,115,512 874,272 — —
Grants and contributions 28 547,775 427,843 — —
Derivative financial instruments 19 24,437 117,265 — —
Payables 29 862,118 849,995 — —

28,118,980 27,943,139 10,028,577 6,367,231

Current liabilities
Payables and accrued expenses 30 1,843,211 1,740,873 81,934 64,264
Derivative financial instruments 19 121,980 248,266 — —
Provision for liabilities and charges 31 35,035 36,076 — —
Post-employment benefit obligations 27 3,007 2,518 681 327
Amounts owing to immediate holding company
and ultimate holding company 20 87 207 — —
Amounts owing to subsidiaries 21 — — 429,553 567,296
Amounts owing to fellow subsidiaries 32 36,332 67,679 373 483
Taxation 129,560 108,087 184 63
Borrowings 26 4,720,288 345,428 124 —

6,889,500 2,549,134 512,849 632,433

TOTAL LIABILITIES 35,008,480 30,492,273 10,541,426 6,999,664

TOTAL EQUITY AND LIABILITIES 48,498,160 43,245,591 23,993,366 20,487,367

The accompanying notes form an integral part of the financial statements.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Attributable to Owners of the Parent

Share Currency Other Treasury Non-


Capital Share Merger Translation Reserves Shares Retained controlling Total
(Note 23) Premium Reserve Reserve (Note 24(a)) (Note 24(b)) Earnings Total Interests Equity
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2016 4,050,801 2,792,660 (2,138,533) 435,631 (10,991) (711,306) 8,092,719 12,510,981 242,337 12,753,318
Profit for the financial year — — — — — — 693,813 693,813 93,966 787,779
Other comprehensive income for the
financial year — — — 673,227 272,068 — (162,639) 782,656 47,279 829,935

Total comprehensive income for the


financial year — — — 673,227 272,068 — 531,174 1,476,469 141,245 1,617,714

Transactions with owners


Exercise of warrants 23 20,762 26,480 — — — — — 47,242 — 47,242
Warrant reserve 24(a) 7 4,137 — — (4,144) — — — — —
Dividends paid to non-controlling
interests — — — — — — — — (152,727) (152,727)
Interim dividend paid for the financial
year ended 30 June 2016 10 — — — — — — (775,865) (775,865) — (775,865)
Share option lapsed 24(a) — — — — (320) — 320 — — —
Share repurchased 24(b) — — — — — (2) — (2) — (2)
Redemption of preference shares by
a subsidiary — — — — 32,200 — (32,200) — — —
Transition to no-par value regime** 23 2,948,277 (2,823,277) — — (125,000) — — — — —
Exchange differences 24(a) — — — 14,544 (14,544) — — — — —

At 30 June 2017 7,019,847 — (2,138,533) 1,123,402 149,269 (711,308) 7,816,148 13,258,825 230,855 13,489,680
Annual Report 2017

The accompanying notes form an integral part of the financial statements.


111
112
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Attributable to Owners of the Parent

Share Currency Other Treasury Non-


Capital Share Merger Translation Reserves Shares Retained controlling Total
(Note 23) Premium Reserve Reserve (Note 24(a)) (Note 24(b)) Earnings Total Interests Equity
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
YTL POWER INTERNATIONAL BERHAD

At 1 July 2015 3,710,825 2,287,408 (2,138,533) 220,686 25,654 (711,304) 7,998,951 11,393,687 235,008 11,628,695
Profit for the financial year — — — — — — 1,061,850 1,061,850 116,606 1,178,456
Other comprehensive income for the
financial year — — — 194,957 52,446 — (196,820) 50,583 32,804 83,387

Total comprehensive income for the


financial year — — — 194,957 52,446 — 865,030 1,112,433 149,410 1,261,843

Transactions with owners


Effects arising from changes in
composition of the Group — — — — — — — — 16,464 16,464
Exercise of share options 24(a) 2,661 6,025 — — (1,180) — — 7,506 — 7,506
Exercise of warrants 23 337,315 431,764 — — — — — 769,079 — 769,079
Warrant reserve 24(a) — 67,463 — — (67,463) — — — — —
Dividends paid to non-controlling
interests — — — — — — — — (158,545) (158,545)
Interim dividend paid for the financial
year ended 30 June 2015 10 — — — — — — (771,722) (771,722) — (771,722)
Share option lapsed 24(a) — — — — (460) — 460 — — —
Share repurchased 24(b) — — — — — (2) — (2) — (2)
Exchange differences 24(a) — — — 19,988 (19,988) — — — — —

At 30 June 2016 4,050,801 2,792,660 (2,138,533) 435,631 (10,991) (711,306) 8,092,719 12,510,981 242,337 12,753,318

The accompanying notes form an integral part of the financial statements.


Annual Report 2017 113

COMPANY STATEMENT OF CHANGES IN EQUITY


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Share Other Treasury


Capital Share Reserves Shares Retained
(Note 23) Premium (Note 24(a)) (Note 24(b)) Earnings* Total
Company Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2016 4,050,801 2,792,660 293,228 (711,306) 7,062,320 13,487,703


Profit for the financial year — — — — 671,295 671,295
Other comprehensive income
for the financial year — — 21,567 — — 21,567
Total comprehensive
income for the financial
year — — 21,567 — 671,295 692,862
Transactions with
owners
Exercise of warrants 23 20,762 26,480 — — — 47,242
Warrant reserve 24(a) 7 4,137 (4,144) — — —
Interim dividend paid for
the financial year ended
30 June 2016 10 — — — — (775,865) (775,865)
Share option lapsed 24(a) — — (320) — 320 —
Share repurchased 24(b) — — — (2) — (2)
Transition to no-par value
regime** 23 2,948,277 (2,823,277) (125,000) — — —
At 30 June 2017 7,019,847 — 185,331 (711,308) 6,958,070 13,451,940

At 1 July 2015 3,710,825 2,287,408 366,909 (711,304) 7,038,456 12,692,294


Profit for the financial year — — — — 795,126 795,126
Other comprehensive loss
for the financial year — — (4,578) — — (4,578)
Total comprehensive income
for the financial year — — (4,578) — 795,126 790,548
Transactions with
owners
Exercise of share options 24(a) 2,661 6,025 (1,180) — — 7,506
Exercise of warrants 23 337,315 431,764 — — — 769,079
Warrant reserve 24(a) — 67,463 (67,463) — — —
Interim dividend paid for
the financial year ended
30 June 2015 10 — — — — (771,722) (771,722)
Share option lapsed 24(a) — — (460) — 460 —
Share repurchased 24(b) — — — (2) — (2)
At 30 June 2016 4,050,801 2,792,660 293,228 (711,306) 7,062,320 13,487,703

* There are no restrictions on the distribution of retained earnings.


** Effective from 31 January 2017, the new Companies Act 2016 (“Act”) abolished the concept of authorised share capital and par
value of share capital. Consequently, the credit balance of the share premium and capital redemption reserve account became
part of the Company’s share capital pursuant to the transitional provisions set out in Section 618(2) of the Act. Notwithstanding
this provision, the Company may within 24 months from the commencement of the Act, use this amount for purposes as set out
in Section 618(3) and Section 618(4) of the Act. There is no impact on the number of ordinary shares in issue or the relative
entitlement of any of the members as a result of this transition.

The accompanying notes form an integral part of the financial statements.


114 YTL POWER INTERNATIONAL BERHAD

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000
Cash flows from operating activities
Profit for the financial year 787,779 1,178,456 671,295 795,126
Adjustments for:
Allowance for impairment of associates 31,393 — — —
Allowance for impairment of inventories 1,638 1,822 — —
Allowance for impairment of investments 305 — 305 —
Allowance for impairment of property, plant
and equipment 4,914 7 — —
Allowance for/(Write back of) impairment of
receivables (net of reversals) 76,337 (74,866) — —
Allowance for impairment of subsidiaries — — 472,500 —
Amortisation of deferred income (8,846) (4,277) — —
Amortisation of grants and contributions (14,774) (17,005) — —
Amortisation of intangible assets 86,628 100,665 — —
Bad debts written-off 7,607 13,578 — —
Depreciation of property, plant and equipment 1,074,714 1,222,954 165 128
Dividend in specie — — (525,210) —
Fair value changes in derivatives (3) (1,402) — —
Fair value changes in investments (264) — 371 —
Interest expense 846,420 894,733 292,291 258,383
Interest income (22,193) (71,025) — —
Net gain on disposal of property, plant and
equipment (10,882) (23,158) (5) —
Net gain on disposal of investments (441) — (41) —
Property, plant and equipment written off 19,683 16,909 — —
Provision for post-employment benefit 71,990 73,125 — —
Share of profits of investments accounted for
using the equity method (348,067) (630,086) — —
Share option expenses — 6 — —
Taxation 104,428 135,684 714 744
Unrealised (gain)/loss on foreign exchange (1,177) (26,171) 6,146 (34,789)
Write off of investments accounted for using
the equity method 5 — 5 —
2,707,194 2,789,949 918,536 1,019,592
Changes in working capital:
Inventories 7,637 (402,517) — —
Receivables, deposits and prepayments (515,577) 633,275 (11,910) (350)
Payables and accrued expenses 19,874 (112,742) (327) 3,304
Subsidiaries — — (12,618) (98,673)
Fellow subsidiaries (48,062) 12,510 (100) (37)
Holding company (125) 62 — (4)
Cash flows from operations 2,170,941 2,920,537 893,581 923,832
Interest paid (784,694) (848,669) (266,377) (232,311)
Payment for provision and liabilities (1,053) (9,288) — —
Payment to post-employment benefit obligations (89,208) (107,791) — —
Tax paid (204,104) (269,098) (598) (659)
Net cash flows from operating activities 1,091,882 1,685,691 626,606 690,862

The accompanying notes form an integral part of the financial statements.


Annual Report 2017 115

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Group Company
2017 2016 2017 2016
Note RM’000 RM’000 RM’000 RM’000
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired 2,726 (8,222) — —
Additional investments 16(b) (3,014,105) — (2,490,250) —
Additional investments accounted for using the
equity method (9,847) (3,097) — —
Dividends received 398,108 408,438 — —
Grants received 54,570 59,578 — —
Interest received 23,681 69,653 — —
Net advances to subsidiaries — — (1,481,972) (1,644,530)
Prepayment for land acquisition (39,586) (96,990) — —
Proceeds from disposal of investments 1,207 — 41 —
Proceeds from disposal of property, plant and
equipment 15,971 26,251 177 —
Purchase of intangible assets (54,445) (72,145) — —
Purchase of investment properties (38,196) (16,418) — —
Purchase of property, plant and equipment (1,567,452) (1,252,015) (171) (342)
Shareholder loans 17 (686,251) — — —
Net cash flows used in investing activities (4,913,619) (884,967) (3,972,175) (1,644,872)

Cash flows from financing activities


Dividend paid (775,865) (771,722) (775,865) (771,722)
Dividends paid to non-controlling interests (152,727) (158,545) — —
Proceeds from borrowings 3,846,055 1,778,981 3,614,375 863,743
Upfront fees on borrowings (31,218) — (29,240) —
Proceeds from issue of shares 47,242 776,585 47,242 776,585
Repayment of borrowings (281,121) (2,335,716) (10) —
Repurchase of own shares (2) (2) (2) (2)
Net cash flows from/(used in) financing
activities 2,652,364 (710,419) 2,856,500 868,604
Net changes in cash and cash equivalents (1,169,373) 90,305 (489,069) (85,406)
Effects of exchange rate changes 416,304 82,559 — —
Cash and cash equivalents:
– At beginning of the financial year 9,696,102 9,523,238 524,234 609,640
– At end of the financial year 22 8,943,033 9,696,102 35,165 524,234

The principal non-cash transactions of property, plant


and equipment are disclosed as below:
Finance lease 2,718 252,736 387 —
Interest expense paid/payable 9,098 9,045 — —
Provision for liabilities and charges — 4,600 — —
Transfer from prepayments 63,056 — — —
Transfer of assets from customers — 158,515 — —
Other payables and accrued expenses 27,574 (19,985) — —
102,446 404,911 387 —

The accompanying notes form an integral part of the financial statements.


116 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

1 GENERAL INFORMATION
The principal activities of the Company are investment holding and the provision of administrative and technical support
services. The principal activities of the subsidiaries are set out in Note 14 to the financial statements.

The immediate holding company is YTL Corporation Berhad and the ultimate holding company is Yeoh Tiong Lay & Sons
Holdings Sdn. Bhd., both of which are incorporated in Malaysia. YTL Corporation Berhad is listed on the Main Market of Bursa
Malaysia Securities Berhad.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Market of Bursa
Malaysia Securities Berhad.

The address of the registered office of the Company is as follows:

11th Floor, Yeoh Tiong Lay Plaza


55, Jalan Bukit Bintang
55100 Kuala Lumpur

The address of the principal place of business of the Company is as follows:

7th Floor, Yeoh Tiong Lay Plaza


55, Jalan Bukit Bintang
55100 Kuala Lumpur

2 BASIS OF PREPARATION
The financial statements of the Group and the Company have been prepared under the historical cost convention except as
disclosed in Note 3 to the financial statements.

The financial statements of the Group and the Company have been prepared in accordance with the Malaysian Financial
Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of the Companies Act 2016 in
Malaysia.

The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also
requires the Directors to exercise their judgement in the process of applying the Group’s and the Company’s accounting policies.
Although these estimates and judgement are based on Directors’ best knowledge of current events and actions, actual results
may differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in Note 4 to the financial statements.
Annual Report 2017 117

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

2 BASIS OF PREPARATION (CONTINUED)


The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (‘000)
except as otherwise indicated.

(a) Standards and amendments to published standards that are effective and applicable for the Group’s and
the Company’s financial year beginning on or after 1 July 2016 are as follows:

Effective for
financial periods
beginning on
or after

Amendments to MFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations – Changes
in Methods of Disposal’ 1 January 2016

Amendments to MFRS 7 ‘Financial Instruments: Disclosures – Servicing Contracts and Applicability of


the Amendments to MFRS 7 to Condensed Interim Financial Statements’ 1 January 2016

Amendments to MFRS 10, 12 & 128 ‘Investment Entities – Applying the Consolidation Exception’ 1 January 2016

Amendments to MFRS 11 ‘Joint Arrangements – Accounting for Acquisitions of Interests in Joint


Operations’ 1 January 2016

Amendments to MFRS 101 ‘Presentation of Financial Statements – Disclosure Initiative’ 1 January 2016

Amendments to MFRS 116 & MFRS 138 ‘Clarification of Acceptable Methods of Depreciation and
Amortisation’ 1 January 2016

Amendments to MFRS 119 ‘Employee Benefits – Discount Rate: Regional Market Issue’ 1 January 2016

Amendments to MFRS 127 ‘Equity Method in Separate Financial Statements’ 1 January 2016

Amendments to MFRS 134 ‘Interim Financial Reporting – Disclosure of Information: Elsewhere in the
Interim Financial Report’ 1 January 2016

The adoption of the above applicable amendments to published standards has not given rise to any material impact on
the financial statements of the Group and the Company.

(b) Standards, amendments to published standards and interpretations to existing standards that are
applicable to the Group and the Company but not yet effective

(i) Financial year beginning on/after 1 July 2017

• Amendments to MFRS 12, ‘Disclosure of Interests in Other Entities’ (effective from 1 January 2017) clarify the
applicability of this standard to an entity’s interest in other entities which are classified as held for sale or
discontinued operations.

• Amendments to MFRS 107, ‘Statement of Cash Flows: Disclosure Initiative’ (effective from 1 January 2017) require
entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising
from financing activities, including changes from cash flows and non-cash changes. The disclosure requirement
could be satisfied in various ways, and one method is by providing reconciliation between the opening and closing
balances in the statement of financial position for liabilities arising from financing activities.
118 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

2 BASIS OF PREPARATION (CONTINUED)


(b) Standards, amendments to published standards and interpretations to existing standards that are
applicable to the Group and the Company but not yet effective (continued)

(i) Financial year beginning on/after 1 July 2017 (continued)

• Amendments to MFRS 112, ‘Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses’ (effective
from 1 January 2017) clarify whether deferred tax assets should be recognised for unrealised losses on fixed-rate
debt instrument measured at fair value. The amendments clarify that decreases in value of a debt instrument
measured at fair value for which the tax base remains at its original cost give rise to a deductible temporary
difference. The estimate of probable future taxable profits may include recovery of some of an entity’s assets for
more than their carrying amounts if sufficient evidence exists that it is probable the entity will achieve this.

The amendments also clarify that deductible temporary differences should be compared with the entity’s future
taxable profits excluding tax deductions resulting from the reversal of those deductible temporary differences
when an entity evaluates whether it has sufficient future taxable profits. In addition, when an entity assesses
whether taxable profits will be available, it should consider tax law restrictions with regards to the utilisation of
the deduction.

(ii) Financial year beginning on/after 1 July 2018

• Amendments to MFRS 2 ‘Share-based Payment’ (effective from 1 January 2018) provide specific guidance on how
to account for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-
based payments, share-based payment transactions with a net settlement feature for withholding tax obligations
and a modification to the terms and conditions of a share-based payment that changes the classification of the
transaction from cash-settled to equity-settled.

• MFRS 9 ‘Financial Instruments’ (effective from 1 January 2018) will replace MFRS 139 ‘Financial Instruments:
Recognition and Measurement’.

MFRS 9 retains but simplifies the mixed measurement model in MFRS 139 and establishes three primary
measurement categories for financial assets: amortised cost, fair value through profit or loss and fair value
through other comprehensive income (“OCI”). The basis of classification depends on the entity’s business model
and the cash flow characteristics of the financial asset. Investments in equity instruments are always measured
at fair value through profit or loss with an irrevocable option at inception to present changes in fair value in OCI
(provided the instrument is not held for trading). A debt instrument is measured at amortised cost only if the
entity is holding it to collect contractual cash flows and the cash flows represent principal and interest.

For liabilities, the standard retains most of the MFRS 139 requirements. These include amortised cost accounting
for most financial liabilities, with bifurcation of embedded derivatives. The main change is that, in cases where
the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit
risk is recorded in other comprehensive income rather than the income statement, unless this creates an
accounting mismatch.

MFRS 9 introduces an expected credit loss model on impairment that replaces the incurred loss impairment model
used in MFRS 139. The expected credit loss model is forward-looking and eliminates the need for a trigger event
to have occurred before credit losses are recognised.
Annual Report 2017 119

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

2 BASIS OF PREPARATION (CONTINUED)


(b) Standards, amendments to published standards and interpretations to existing standards that are
applicable to the Group and the Company but not yet effective (continued)

(ii) Financial year beginning on/after 1 July 2018 (continued)

• MFRS 15 ‘Revenue from contracts with customers’ (effective from 1 January 2018) deals with revenue recognition
and establishes principles for reporting useful information to users of financial statements about the nature,
amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

The core principle in MFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or
services to the customer in an amount that reflects the consideration to which the entity expects to be entitled
in exchange for those goods or services. Revenue is recognised when a customer obtains control of goods or
services and thus has the ability to direct the use and obtain the benefits from the goods or services.

• Amendments to MFRS 128 ‘Investment in Associates and Joint Ventures’ (effective from 1 January 2018) clarify
that an entity, which is a venture capital organisation, or a mutual fund, unit trust or similar entities, has an
investment-by-investment choice to measure its investments in associates and joint ventures at fair value in
accordance with the standard.

• Amendments to MFRS 140 ‘Investment Property: Classification on ‘Change in Use’ – Assets transferred to, or from,
Investment Properties’ (effective from 1 January 2018) clarify that to transfer to, or from investment properties
there must be a change in use. A change in use would involve an assessment of whether a property meets, or
has ceased to meet, the definition of investment property. The change must be supported by evidence that the
change in use has occurred and a change in management’s intention in isolation is not sufficient to support a
transfer of property. The amendments also clarify the same principle applies to assets under construction.

• IC Interpretation 22 ‘Foreign Currency Transactions and Advance Consideration’ (effective from 1 January 2018)
applies when an entity recognises a non-monetary asset or non-monetary liability arising from the payment or
receipt of advance consideration. MFRS 121 requires an entity to use the exchange rate at the ‘date of the
transaction’ to record foreign currency transactions. IC Interpretation 22 provides guidance how to determine ‘the
date of transaction’ when a single payment/receipt is made, as well as for situations where multiple payments/
receipts are made. The date of transaction is the date when the payment or receipt of advance consideration
gives rise to the non-monetary asset or non-monetary liability when the entity is no longer exposed to foreign
exchange risk. If there are multiple payments or receipts in advance, the entity should determine the date of the
transaction for each payment or receipt. An entity has the option to apply IC Interpretation 22 retrospectively or
prospectively.

(iii) Financial year beginning on/after 1 July 2019

• IC Interpretation 23 ‘Uncertainty over Income Tax Treatments’ (effective from 1 January 2019) provides guidance
on how to recognise and measure deferred and current income tax assets and liabilities where there is
uncertainty over a tax treatment. If an entity concludes that it is not probable that the tax treatment will be
accepted by the tax authority, the effect of the tax uncertainty should be included in the period when such
determination is made. An entity shall measure the effect of uncertainty using the method which best predicts
the resolution of the uncertainty. IC Interpretation 23 will be applied retrospectively.
120 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

2 BASIS OF PREPARATION (CONTINUED)


(b) Standards, amendments to published standards and interpretations to existing standards that are
applicable to the Group and the Company but not yet effective (continued)

(iii) Financial year beginning on/after 1 July 2019 (continued)

• MFRS 16 ‘Leases’ (effective from 1 January 2019) supersedes MFRS 117 ‘Leases’ and the related interpretations.
Under MFRS 16, a lease is a contract (or part of a contract) that conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. MFRS 16 eliminates the classification of leases
by the lessee as either finance leases (on balance sheet) or operating leases (off balance sheet). MFRS 16
requires a lessee to recognise a “right-of-use” of the underlying asset and a lease liability reflecting future lease
payments for most leases. The right-of-use asset is depreciated in accordance with the principle in MFRS 116
‘Property, Plant and Equipment’ and the lease liability is accreted over time with interest expense recognised in
income statement. For lessors, MFRS 16 retains most of the requirements in MFRS 117. Lessors continue to
classify all leases as either operating leases or finance leases and account for them differently.

(iv) Effective date yet to be determined by Malaysian Accounting Standards Board

• Amendments to MFRS 10 and MFRS 128, ‘Sale or Contribution of Assets between an Investor and its Associate or
Joint Venture’ resolve a current inconsistency between MFRS 10 and MFRS 128. The accounting treatment
depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a
‘business’. Full gain or loss shall be recognised by the investor where the non-monetary assets constitute a
‘business’. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor to
the extent of the other investors’ interests. The amendments will only apply when an investor sells or contributes
assets to its associate or joint venture. They are not intended to address accounting for the sale or contribution
of assets by an investor in a joint operation.

The Group and the Company have started a preliminary assessment on the effects of the above standards, amendments
to published standards and IC Interpretations and the impact is still being assessed.

3 SIGNIFICANT ACCOUNTING POLICIES


The following accounting policies have been used consistently in dealing with items which are considered material in relation
to the financial statements.

(a) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes
expenditure that is directly attributable to the acquisition of the items. Cost also includes borrowing costs incurred for
assets under construction. The cost of certain property, plant and equipment includes the costs of dismantling, removal
and restoration, the obligation which was incurred as a consequence of installing the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost
of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and
maintenance are charged to the Income Statement during the financial period in which they are incurred.
Annual Report 2017 121

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(a) Property, plant and equipment (continued)

Where items of property, plant and equipment are transferred to the Group from customers/developers, the fair value of
the assets transferred is recognised as property, plant and equipment in the Statement of Financial Position. Where the
transfer is exchanged for connection to the network and no further obligation is required, the corresponding credit is
revenue. Where the transfer is linked to the provision of ongoing services, the corresponding entry is deferred income as
disclosed in Note 29 and released to the Income Statement over the expected useful lives of the assets.

Infrastructure assets comprise a network of system of mains and sewers, impounding and pumped raw water storage
reservoirs, dams, sludge pipelines, sea outfalls and infrastructure investigations and studies. It is amortised in equal
instalments over a period of one hundred and eight (108) years.

Freehold land is not depreciated as it has an infinite life. Leasehold land classified as finance lease is amortised over its
lease period.

All other property, plant and equipment are depreciated on a straight line basis to write off the cost of each asset to its
residual value over its estimated useful lives, summarised as follows:

Years

Leasehold land 18-30


Buildings 10-50
Plant and machinery 3-30
Mains and lines 20
Office equipment 3-10
Computers 3-5
Furniture and fittings 3-10
Motor vehicles and aircraft 5-10
Telecommunications equipment 5-25

Assets under construction are stated at cost and are not depreciated. Upon completion, assets under construction are
transferred to categories of property, plant and equipment depending on nature of assets. Depreciation on property, plant
and equipment under construction commences when the property, plant and equipment are ready for their intended use.
Depreciation of property, plant and equipment ceases at the earlier of derecognition and classification as held-for-sale.

At each reporting date, the Group and the Company assess whether there is any indication of impairment. If such
indication exists, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write
down is made if the carrying amounts exceed the recoverable amounts. See accounting policy Note 3(e) to the financial
statements on impairment of non-financial assets.

Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date.

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognised in the
Income Statement.
122 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(b) Leases

(i) Accounting by lessee

Finance lease

Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of
ownership are classified as finance leases.

The asset is treated as if they had been purchased and the corresponding capital cost is shown as an obligation.
Leasing payments are treated as consisting of a capital element and finance costs, the capital element reducing the
obligation to the lessor and the finance charge being charged to the Income Statement over the period of the lease
in reducing amounts in a constant rate in relation to the outstanding obligation.

Operating lease

Leases of assets where significant portion of the risks and rewards of ownership is retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor)
are charged to the Income Statement on a straight line basis over the lease period.

When an operating lease is terminated before the lease period expired, any payment required to be made to the
lessor by way of penalty is recognised as an expense in the financial period is which termination takes place.

(ii) Accounting by lessor

Operating lease

Assets leased out under operating leases are included in property, plant and equipment in the Statement of Financial
Position. They are depreciated over their expected useful lives on a basis consistent with similar owned property,
plant and equipment. Lease income (net of any incentives given to lessees) is recognised on the straight line basis
over the lease term.

(c) Intangible assets

(i) Intangible assets – Customer acquisition costs

Customer acquisition costs pertains to commission payment made to a dealer intermediary as consideration for
signing up a new customer and the expenditures incurred in providing the customer a free or subsidised device,
provided the customer signs a non-cancellable contract for a predetermined contractual period, are capitalised as
intangible assets and amortised over the contractual period on a straight line basis. Customer acquisition costs are
assessed at each reporting date whether there is any indication that the customer acquisition costs may be impaired.
See accounting policy Note 3(e) to the financial statements on impairment of non-financial assets.

(ii) Intangible assets – Goodwill

Goodwill arises on the acquisitions of subsidiaries and it represents the excess of the cost of the acquisition over the
Group’s share in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and
the fair value of the non-controlling interest in the acquiree at the date of acquisition. If the fair value of consideration
transferred, the amount of non-controlling interest and the fair value of previously held interest in the acquiree are
less than the fair value of the net identifiable assets of the acquiree, the resulting gain is recognised in the profit or
loss.
Annual Report 2017 123

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(c) Intangible assets (continued)

(ii) Intangible assets – Goodwill (continued)

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill acquired in a business combination is allocated to cash-generating units for the purpose of impairment
testing and is tested annually for impairment or more frequently if events or changes in circumstances indicate that
it might be impaired. The carrying value of goodwill is compared to the recoverable amount, which is the higher of
fair value less costs of disposal and value-in-use. Any impairment is recognised immediately as an expense and is not
subsequently reversed. See accounting policy Note 3(e) to the financial statements on impairment of non-financial
assets.

(iii) Intangible assets – Others

Other intangible assets comprise acquired contracts and rights to contracts from business combination. These are
amortised over the contractual period on a straight line basis and are assessed at each reporting date whether there
is any indication that the other intangible assets may be impaired. See accounting policy Note 3(e) to the financial
statements on impairment of non-financial assets.

(d) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.
Investment properties are stated at cost less accumulated depreciation.

(e) Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or as and
when events or circumstances occur indicating that impairment may exist. Assets that are subject to amortisation are
reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. Impairment is recognised for the amount by which the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are
reviewed for possible reversal of the impairment at each reporting date.

The impairment is charged to the Income Statement unless it reverses a previous revaluation in which case it is charged
to the revaluation surplus. In respect of these assets, any subsequent increase in recoverable amount is recognised in the
Income Statement unless it reverses impairment on a revalued asset in which case it is taken to revaluation surplus.

(f) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
124 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(f) Subsidiaries (continued)

Subsidiaries are consolidated using the acquisition method of accounting except for subsidiaries that were consolidated
prior to 1 July 2002 in accordance with Malaysian Accounting Standard 2 ‘Accounting for Acquisitions and Mergers’, the
generally accepted accounting principles prevailing at that time.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting
policies with those of the Group.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of its
net assets as of the date of disposal including the cumulative amount of any exchange differences that relate to the
subsidiaries is recognised in the Income Statement.

(i) Acquisition method

Under the acquisition method of accounting, subsidiaries are fully consolidated from the date of which control is
transferred to the Group and are deconsolidated from the date that control ceased. The cost of an acquisition is
measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the
date of exchange. The consideration transferred includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. On an
acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value
or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the
net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this consideration is lower than the
fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the gain is recognised in the
Income Statement (refer to significant accounting policies Note 3(c)(ii) on goodwill).

(ii) Merger method

Acquisition of a subsidiary, YTL Power Generation Sdn. Bhd., was accounted for using merger accounting principles.

Under the merger method of accounting, the results of subsidiaries are presented as if the merger had been effected
throughout the current and previous financial years. The assets and liabilities combined are accounted for based on
the carrying amounts from the perspective of the common control shareholder at the date of transfer. On
consolidation, the difference between the carrying values of the investment in the subsidiary over the nominal value
of the shares acquired is taken to merger reserve.

On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting credit
difference is classified as equity and regarded as a non-distributable reserve. Any resulting debit difference is
adjusted against any suitable reserve. Any share premium, capital redemption reserve and any other reserves which
are attributable to share capital of the merged enterprises, to the extent that they have not been capitalised by a
debit difference, are reclassified and presented as movement in other capital reserves.
Annual Report 2017 125

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(f) Subsidiaries (continued)

(iii) Transactions with non-controlling interests

The Group treats transactions with non-controlling interests that do not result in loss of control as transactions with
equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration
paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains
or losses on disposals to non-controlling interests are also recorded in equity.

(iv) Change in control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-
controlling interests and the other component of equity related to the subsidiary. Any surplus or deficit arising on the
loss of control is recognised in the Income Statement. If the Group retains any interest in the previous subsidiary,
then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as equity
accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(g) Associates

Associates are entities in which the Group exercises significant influence, but which it does not control, generally
accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence is the power to
participate in the financial and operating policy decisions of the associates but not control over those policies.

Investments in associates are accounted for in the consolidated financial statements by using the equity method of
accounting and are initially recognised at cost. The Group’s investments in associates include goodwill identified on
acquisition, net of any accumulated impairment loss.

The Group’s share of post-acquisition profit or loss is recognised in the Income Statement and its share of post-acquisition
movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements are
adjusted against the carrying value of investment. When the Group’s share of losses in the associates equals or exceeds
its interest in the associates, including any other unsecured obligations, the Group’s interest is reduced to nil and
recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associates.

The results of associates are taken from the most recent financial statements of the associates’ concerned, made up to
dates not more than three months prior to the end of the financial year of the Group.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest
in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of
associates used for equity accounting purposes to ensure consistency of accounting policies with those of the Group.

When the Group losses significant influence, any retained interest in the entity is re-measured to its fair value with the
change in carrying amount recognised in the Income Statement. This fair value becomes the initial carrying amount for the
purposes of subsequently accounting for the retained interest as a financial asset. Any amounts previously recognised in
other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the
related assets or liabilities.
126 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(h) Joint arrangements

A joint arrangement is an arrangement of which there is contractually agreed sharing of control by the Group with one or
more parties, where decisions about the relevant activities relating to the joint arrangement require unanimous consent
of the parties sharing control. The classification of a joint arrangement as a joint operation or a joint venture depends
upon the rights and obligations of the parties to the arrangement. A joint venture is a joint arrangement whereby the joint
ventures have rights to the net assets of the arrangement. A joint operation is a joint arrangement whereby the joint
operators have rights to the assets and obligations for the liabilities, relating to the arrangement.

Joint ventures

The Group’s interest in a joint venture is accounted for in the financial statements by the equity method of accounting.
Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter
to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income.
When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes
any long-term interests that, in substance, form part of the Group’s net investment in the joint ventures), the Group does
not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s
interest in the joint ventures; unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made to the
financial statements of joint ventures used for equity accounting purposes to ensure consistency of accounting policies
with those of the Group.

(i) Investments in subsidiaries, joint arrangements and associates

Investments in subsidiaries, joint arrangements and associates are stated at cost less accumulated impairment losses if
any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount.

On disposal of investments in subsidiaries, joint arrangements and associates, the difference between disposal proceeds
and the carrying amounts of the investments are recognised in Income Statement.

(j) Development expenditure

Development expenditure is generally expensed when incurred otherwise it is capitalised when it meets certain criteria
that indicate that it is probable that the costs will give rise to future economic benefits and are amortised over the period
of the projects. They are written down to their recoverable amounts when there is insufficient certainty that future
economic benefit will flow to the enterprise.
Annual Report 2017 127

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(k) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weighted average basis.
Inventories comprise primarily of raw material, work-in-progress, fuel and spare parts. The cost of work-in-progress
comprises raw materials, direct labour, other direct costs and related overheads. It excludes borrowing costs. Fuel and
diesel oil held for generation of electricity are not written down below cost if the electricity generated is expected to
obtain a gross margin at or above cost. Cost for this purpose includes the applicable costs required to enable the fuel and
diesel oil to be used for the generation of electricity.

Inventories for oil trading are acquired with the purpose of selling in the near future and generating a profit from
fluctuations in price. These are at fair value less costs to sell, with changes in fair value less costs to sell recognised in the
Income Statement in the period of change.

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.

On initial recognition, land is included within inventories at its fair value, which is its cost to the Group. Where development
is in progress, net realisable value is assessed by considering the expected future revenues and the total costs to
complete the development. Such land is classified as current inventories when it is expected to be realised within the
normal operating cycle.

(l) Financial assets and financial liabilities

Financial assets

(i) Classification

Financial assets are classified in the following categories: at fair value through profit or loss, loans and receivables
and available-for-sale. Management determines the classification of its financial assets at initial recognition based on
the nature of the asset and the purpose for which the asset was acquired.

(a) Financial Assets at Fair Value through Profit or Loss (“FVTPL”)

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is
classified in this category if it was acquired principally for the purpose of selling. Derivatives are also categorised
as held for trading unless they are designated as hedges. Assets in this category are classified as current assets
if expected to be settled within 12 months; otherwise, they are classified as non-current.

To reduce the accounting mismatch, the fair value option is applied to investments that include embedded
derivatives.

(b) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12 months
after the end of the reporting date. These are classified as non-current assets. The Group’s loans and receivables
comprise non-current receivables, receivables, deposits and cash and bank balances in the Statement of
Financial Position. While, the Company’s loans and receivables comprise receivables, deposits and cash and bank
balances in the Statement of Financial Position.
128 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(l) Financial assets and financial liabilities (continued)

Financial assets (continued)

(i) Classification (continued)

(b) Loans and Receivables (continued)

When loans and receivables are impaired, the carrying amount of the asset is reduced and the amount of the
loss is recognised in the Income Statement.

(c) Available-for-sale Financial Assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not
classified in any of the other categories. They are included in non-current assets unless the investment matures
or management intends to dispose of it within 12 months from the end of the reporting date.

(ii) Measurement

(a) Recognition and initial measurement

Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Group
and the Company commit to purchase or sell the assets.

Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at
fair value through profit or loss.

Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction
costs are expensed in the Income Statement.

Receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest methods less provision for impairment, if any.

(b) Subsequent measurement – Gains and losses

Changes in the fair values of financial assets at fair value through profit or loss, including the effects of currency
translation, interest and dividend income are recognised in the Income Statement in the financial period in
which the changes arise.

Changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income,
except for impairment losses and foreign exchange gains and losses on monetary assets. The exchange
differences on monetary assets are recognised in the Income Statement, whereas exchange differences on
non-monetary assets are recognised in other comprehensive income as part of fair value change.

Interest and dividend income on available-for-sale financial assets are recognised separately in the Income
Statement. Interest on available-for-sale debt securities calculated using the effective interest method is
recognised in the Income Statement. Dividend income on available-for-sale equity instruments are recognised
in the Income Statement when the Group and the Company’s right to receive payments is established.
Annual Report 2017 129

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(l) Financial assets and financial liabilities (continued)

Financial assets (continued)

(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 expires 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 the Income Statement.

(iv) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount presented in the Statement of Financial Position when
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis,
or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on
future events and must be enforceable in the normal course of business and in the event of default, insolvency or
bankruptcy.

(v) Impairment of financial assets

The Group and the Company assess at each reporting date whether there is objective evidence that a financial asset
or group of financial assets is impaired.

(a) Assets carried at amortised cost

A financial asset or a group of financial assets is impaired and impairment is incurred only if there is objective
evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset
(a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial
asset or group of financial assets that can be reliably estimated.

For loans and receivables category, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit losses that have
not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the
asset is reduced and the amount of the loss is recognised in the Income Statement.

(b) Assets classified as available-for-sale

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value
of the security below its cost is taken as evidence that the securities are impaired. If any such evidence exists,
the cumulative loss, measured as the difference between the acquisition cost and the current fair value, less
any impairment loss previously recognised in the Income Statement, is reversed from equity and recognised in
the Income Statement. Impairment losses recognised in the Income Statement on equity instruments is not
reversed through Income Statement in subsequent periods.

If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively
related to an event occurring after the impairment loss was recognised in the Income Statement, the impairment
loss is reversed through the Income Statement.
130 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(l) Financial assets and financial liabilities (continued)

Financial liabilities

Financial liabilities are recognised in the Statement of Financial Position when, and only when, the Group and the Company
become a party to the contractual provisions of the financial instrument.

The Group’s and the Company’s financial liabilities include trade payables, other payables and borrowings (see Note 3(q)).
These are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost
using the effective interest method.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as a derecognition of the original liability, and the
difference in the respective carrying amounts is recognised in the Income Statement.

(m) Derivative financial instruments and hedging activities

Derivatives are initially recognised at fair value on the date the derivative contract is entered into and are subsequently
re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain
derivatives as either:

(a) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or

(b) hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction
(cash flow hedge).

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategies for undertaking various hedging transactions. The Group
also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives designated
as hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The fair values of various derivative financial instruments used for hedging purposes are disclosed in Note 19 to the
financial statements. Movements on the hedging reserve in other comprehensive income are shown in Note 24(a) to the
financial statements. The full fair value of a hedging derivative is classified as non-current asset or liability when the
remaining maturity of the hedged item is more than 12 months, and as current asset or liability when the remaining
maturity of the hedged item is less than 12 months. The fair value of a trading derivative is classified as current asset or
liability.

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the
Income Statement, together with any changes in the fair value of the hedged asset or liability that are attributable
to the hedged risk. The Group only applies fair value hedge accounting for hedging fixed interest risk on borrowings.
The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised
in the Income Statement within ‘finance costs’. The gain or loss relating to the ineffective portion is recognised in the
Income Statement. Changes in the fair value of the hedge fixed rate borrowings attributable to interest rate risk are
recognised in the Income Statement within ‘finance costs’.
Annual Report 2017 131

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(m) Derivative financial instruments and hedging activities (continued)

(i) Fair value hedge (continued)

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged
item for which the effective interest method is used is amortised to Income Statement over the period to maturity.

(ii) Cash flows hedge

The fair value changes on the effective portion of the derivatives that are designated and qualify as cash flows
hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is
recognised immediately in the Income Statement.

Amounts accumulated in equity are reclassified to Income Statement in the financial periods when the hedged item
affects Income Statement (for example, when the forecast sale that is hedged takes place). The gain or loss relating
to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the Income
Statement. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset
(for example, inventory or fixed assets), the gains and losses previously deferred in equity are transferred from
equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately
recognised in cost of goods sold in the case of inventory or in depreciation in the case of property, plant and
equipment.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast
transaction is ultimately recognised in the Income Statement. When a forecast transaction is no longer expected to
occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Income Statement.

(n) Financial guarantee

Financial guarantee contracts are contracts that require the Group and the Company to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payments when due, in accordance with
the terms of a debt instrument.

Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is
initially measured at fair value and subsequently at the higher of the amount determined in accordance with MFRS 137
‘Provisions, Contingent Liabilities and Contingent Assets’ and the amount initially recognised less cumulative amortisation,
where appropriate.

The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the
contractual payments under the debt instrument and the payments that would be required without the guarantee, or the
estimated amount that would be payable to a third party for assuming the obligations.

Where financial guarantees in relation to loans or payables of subsidiaries are provided by the Company for no
compensation, the fair values are accounted for as contributions and recognised as part of the cost of investment in
subsidiaries.
132 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(o) Cash and cash equivalents

For the purpose of the Statement of Cash Flows, cash and cash equivalents comprise cash on hand, cash at bank and
deposits held at call with financial institutions with original maturities of three months or less that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. Bank
overdrafts are included within borrowings in current liabilities on the Statement of Financial Position.

(p) Share capital

Ordinary shares and non-redeemable preference shares with discretionary dividends are classified as equity. Other shares
are classified as equity and/or liability according to the economic substance of the particular instrument.

Distributions to holders of a financial instrument classified as an equity instrument are charged directly to equity.
Dividends to shareholders are recognised in equity in the financial period in which they are declared.

Dividends on ordinary shares are accounted for in shareholders’ equity as an appropriation of retained earnings and
accrued as liability in the financial year in which the obligation to pay is established.

Purchase of own shares

Where the Company purchases its own shares, the consideration paid, including any directly attributable incremental
costs, net of tax, is deducted from equity attributable to the owners of the Company as treasury shares until the shares
are cancelled, reissued.

Should such shares be cancelled, the costs of the treasury shares are applied in the reduction of the profits otherwise
available for distribution as dividends. Should such shares are subsequently reissued, any consideration received, net of
any directly attributable incremental transaction costs and the related tax effects, is included in equity attributable to the
owners of the Company.

Where the treasury shares are subsequently distributed as dividends to shareholders, the costs of the treasury shares on
the original purchase are applied in the reduction of the funds otherwise available for distribution as dividends.

(q) Bonds and borrowings

Bonds and borrowings are initially recognised based on the proceeds received, net of transaction costs incurred.
Subsequently, bonds and borrowings are stated at amortised cost using the effective interest method; any difference
between proceeds (net of transaction costs) and the redemption value is recognised in the Income Statement over the
term of the bonds and borrowings.

Interest relating to a financial instrument classified as a liability is reported within finance cost in the Income Statement.

Bonds and borrowings are classified as current liabilities unless the Group and the Company have an unconditional right
to defer settlement of the liability for at least 12 months after the reporting date.

Borrowing cost incurred to finance the construction of property, plant and equipment that meets the definition of
qualifying asset are capitalised as part of the cost of the assets during the period of time that is required to complete and
prepare the asset for its intended use.
Annual Report 2017 133

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(r) Grants and contributions

Grants and contributions are benefits received in respect of specific qualifying expenditure, and investment tax credits and
tax benefits in respect of qualifying property, plant and equipment. These are released to the Income Statement over the
expected economic useful lives of the related assets.

(s) Deferred income

Deferred income represents the cash received in advance from customer and transfer of asset from customer in respect
of services which are yet to be provided. Such amounts are recorded as liabilities in the Statement of Financial Position
and are only recognised in the Income Statement upon the rendering of services to customers.

(t) Provisions

The Group and the Company recognise provisions when it has a present legal or constructive obligation arising as a result
of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a
reliable estimate can be made. The recording of provisions requires the application of judgements about the ultimate
resolution of these obligations. As a result, provisions are reviewed at each reporting date and adjusted to reflect the
Group and the Company’s current best estimate.

(u) Revenue recognition

(i) Sale of electricity

Revenue from sales of electricity is recognised upon performance of services based on the invoiced value of sales
net of discounts allowed and also includes an estimate of the value of services provided between the last meter
reading date and the financial year end.

(ii) Sale of fuel oil

Revenue from sale of fuel oil is recognised when the risks and rewards of ownership of the fuel oil have been passed
to the customers which occurs when the fuel oil has been delivered and the collectability of the related receivable is
reasonably assured.

(iii) Supply of clean water and treatment and disposal of waste water

Revenue from supply of clean water and treatment and disposal of waste water represents the amounts (excluding
value added tax, where applicable) derived from the provision of goods and services to third party customers.

(iv) Broadband and telecommunications

Revenue relating to provision of broadband, telecommunications and related services are recognised net of discounts
upon the transfer of risks and rewards when goods are delivered and services are performed. Revenue derived from
services is deferred if the services have not been rendered at the reporting date.

Revenue from the sale of devices is recognised upon transfer of significant risks and rewards of ownership of the
goods to the customer which generally coincides with delivery and acceptance of the goods sold.
134 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(u) Revenue recognition (continued)

(v) Sale of steam

Revenue relating to sale of steam is recognised when the steam is delivered to the customer.

(vi) Investment income

Investment income earned by the Group and the Company are recognised on the following bases:

Dividend income — When the shareholders’ right to receive payment is established.

Interest income — On an effective interest basis.

(vii) Others

Other income earned by the Group and the Company are recognised on the following bases:

Management fees — When services are rendered and invoiced, net of service taxes.

Operation and
maintenance fees — When services are rendered and invoiced.

Tank leasing fees — Tank leasing fees from operating leases are recognised on a straight line basis over the
lease term.

Rental income — Rental income from operating leases (net of any incentives given to the lessees) is
recognised on the straight line basis over the lease term.

(v) Employee benefits

(i) Short-term employee benefits

Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the financial
period in which the associated services are rendered by employees of the Group and the Company.

(ii) Post-employment benefits

The Group has various post-employment benefit schemes in accordance with local conditions and practices in the
industries in which it operates.

These benefit plans are either defined contribution or defined benefit plans.

(a) Defined contribution plan

A defined contribution plan is a pension plan under which the Group and the Company pay fixed contributions
into a separate entity (a fund) on a mandatory, contractual or voluntary basis and will have no legal or
constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all
employees benefits relating to employee service in the current and prior financial periods.

The Group and Company’s contributions to defined contribution plan are charged to the Income Statement in
the financial period to which they relate. Once the contributions have been paid, the Group and the Company
have no further payment obligations.
Annual Report 2017 135

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(v) Employee benefits (continued)

(ii) Post-employment benefits (continued)

(b) Defined benefit plan

A defined benefit plan is a pension plan that defines an amount of pension benefit to be provided, usually as a
function of one or more factors such as age, years of service or compensation.

The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the
reporting date minus the fair value of plan assets, together with adjustments for actuarial gains or losses and
past service cost. The Group determines the present value of the defined benefit obligation and the fair value
of any plan assets with sufficient regularity such that the amounts recognised in the financial statements do
not differ materially from the amounts that would be determined at the reporting date.

The defined benefit obligation, calculated using the projected unit credit method, is determined by independent
actuaries, considering the estimated future cash outflows using market yields at the reporting date of
government securities which have currency and terms to maturity approximating the terms of the related
liability.

Re-measurement gains and losses of post-employment benefit obligations are recognised outside the Income
Statement in retained earnings and presented in the Statement of Comprehensive Income.

Past-service costs are recognised immediately in Income Statement.

(iii) Share-based compensation

The Group operates an equity-settled, share-based compensation plan for the employees of the Group. The fair value
of the employee services received in exchange for the grant of the share options is recognised as an expense in the
Income Statement over the vesting periods of the grant with a corresponding increase in equity.

The total amount to be expensed over the vesting period is determined by reference to the fair value of the share
options granted and the number of share options to be vested by vesting date. At each reporting date, the Group
revises its estimates of the number of share options that are expected to vest. It recognises the impact of the
revision of original estimates, if any, in the Income Statement, with a corresponding adjustment to equity. For options
granted to subsidiaries, the expense will be recognised in the subsidiaries’ financial statements over the vesting
periods of the grant.

The proceeds received net of any directly attributable transaction costs are credited to share capital when the
options are exercised.

(w) Income taxes

Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and includes
all taxes based upon the taxable profits, including withholding taxes payable by a foreign subsidiary, associated company
or joint venture on distributions of retained earnings to companies in the Group.
136 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(w) Income taxes (continued)

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts
attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However,
deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at that time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences or unused tax losses can be utilised.

Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint
ventures except where the timing of the reversal of the temporary difference can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.

The Group’s share of income taxes of joint ventures and associates are included in the Group’s share of profits of
investments accounted for using the equity method.

Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantially enacted by the reporting
date and are expected to apply when the related deferred tax asset is realised or deferred tax liability is settled.

(x) Foreign currencies

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the “functional currency”). The consolidated financial
statements are presented in Ringgit Malaysia, which is the Company’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the Income Statement.

(iii) Group companies

The results and financial position of all the Group’s entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:

• assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the
date of that Statement of Financial Position;

• income and expenses for each Income Statement are translated at average exchange rates; and

• all resulting exchange differences are recognised as a separate component of other comprehensive income.
Annual Report 2017 137

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


(x) Foreign currencies (continued)

(iii) Group companies (continued)

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are
taken to shareholders’ equity. When a foreign operation is partially disposed of or sold, exchange differences that
were recorded in other comprehensive income are recognised in the Income Statement as part of the gain or loss on
disposal.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after 1 July 2011 are treated
as assets and liabilities of the foreign entity and translated at the closing rate. For acquisition of foreign entities
completed prior to 1 July 2011, goodwill and fair value adjustments continued to be recorded at the exchange rate at
the respective date of acquisitions. This is in accordance to the adoption of MFRS 1.

(y) Contingent liabilities and contingent assets

The Group and the Company do not recognise a contingent liability but disclose its existence in the financial statements,
except in a business combination.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group and the Company
or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to
settle the obligation or it cannot be measured reliably. However, contingent liabilities do not include financial guarantee
contracts.

A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events beyond the control of the Group and the Company. The Group
and the Company do not recognise contingent assets but disclose their existence where inflows of economic benefits are
probable, but not virtually certain.

In the acquisition of subsidiaries by the Group under a business combination, the contingent liabilities assumed are
measured initially at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests.

The Group recognises separately the contingent liabilities of the acquirees as part of allocating the cost of a business
combination where the fair values can be measured reliably. Where the fair values cannot be measured reliably, the
resulting effect will be reflected in the goodwill arising from the acquisitions.

(z) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Executive Director primarily responsible for the financial statements
for the Group.

Transactions between segments are carried out on mutually agreed basis. The effects of such inter-segment transactions
are eliminated on consolidation. The measurement basis and classification are consistent with those adopted in the
previous financial year.
138 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS


Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.

The Group and the Company make estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(a) Impairment assessment of goodwill


The Group tests goodwill for impairment annually, in accordance with its accounting policy. The recoverable amounts of
cash-generating units have been determined based on value-in-use calculations. These calculations require the use of
significant judgements and estimates as set out in Note 13 to the financial statements.

(b) Capitalisation policy of infrastructure assets in property, plant and equipment

The infrastructure assets of the water and sewerage segment comprised cost incurred to meet the development and
regulatory requirement of the business and this includes employee and overhead costs that are directly attributable to the
construction of the asset.

Estimates and judgements are involved in determining whether cost incurred, specifically employee and overhead costs,
meet the relevant criteria for capitalisation of property, plant and equipment.

(c) Impairment assessment of property, plant and equipment and investment


Management applies its accounting policy set out in Note 3(e) to the financial statements in determining when property,
plant and equipment and investment are considered as impaired.

Impairment is recognised when events and circumstances indicate that these assets or investment may be impaired and
the carrying amount of these assets or investment exceeds the recoverable amounts. In determining the recoverable
amount of these assets, certain estimates and judgements are made regarding the cash flows of these assets and
investment including meeting revenue growth targets and sourcing contracts renewal as disclosed in Note 14(d).

(d) Assumptions used in determining the post-employment benefit obligations

The present value of the post-employment benefit obligations depends on a number of factors that are determined on an
actuarial basis using a number of assumptions. The assumptions used in determining the net cost/income are disclosed in
Note 27 to the financial statements. Any changes in these assumptions will impact the carrying amount of post-
employment benefits obligations.

(e) Assessment on allowance for impairment of trade receivables of water and sewerage segment

At each reporting date, the Group assess whether there is objective evidence that trade receivables of the Group have
been impaired. Impairment loss is calculated based on historical cash collection trends and economic trends, which are
subjective in nature. Such provisions are adjusted periodically to reflect the actual and anticipated impairment.
Annual Report 2017 139

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

5 REVENUE

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Sale of electricity 5,077,637 5,466,029 — —


Sale of clean water and treatment and disposal of
waste water 3,109,571 3,346,634 — —
Sale of fuel oil 278,790 261,004 — —
Sale of steam 150,864 127,166 — —
Broadband and telecommunications 824,530 702,075 — —
Investment income 141,623 150,199 1,514,017 1,126,613
Others 194,897 192,067 3,574 9,481

9,777,912 10,245,174 1,517,591 1,136,094

6 SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


Key management personnel comprise the Directors and Senior Management who have the authority and responsibility for
planning, directing and controlling the activities of the Group or the Company. The key management compensation is disclosed
below:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Key management compensation:


– Wages, salaries and bonus 52,097 52,849 18,070 18,070
– Defined contribution plan 4,879 4,872 2,131 2,131
– Fees 760 764 760 764
– Other emoluments* 337 329 102 100
– Estimated money value of benefits in kind 768 513 300 130

* Other emoluments include socso, meeting allowances, etc.

Key management compensation includes the Directors’ remuneration (whether executive or otherwise) as disclosed in Note 7
to the financial statements.

Whenever it exists, related party transactions also include transaction with entities that are controlled, jointly controlled or
significantly influenced directly or indirectly by any key management personnel or their close family members.
140 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

6 SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)


In addition to related party transactions and balances mentioned elsewhere in the financial statements, set out below are
significant related party transactions and balances which were carried out on terms and conditions negotiated amongst the
related parties.

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Sale of goods and services:


– Subsidiaries — — — 6,000
– Fellow subsidiaries 15,778 15,533 — —

Dividend income:
– Subsidiaries — — 1,409,780 1,044,784
– Fellow subsidiaries 10,404 10,404 10,404 10,404

Interest income:
– Subsidiaries – in respect of loan and advances — — 71,149 44,059

Other income:
– Fellow subsidiaries 3,675 5,246 3,574 3,481

Interest expense:
– Subsidiaries – in respect of loan and advances — — 6,104 19,726

Purchases of goods and services from fellow


subsidiaries:
– Advertising and promotion 6,128 6,044 — —
– Hotel and accommodation 6,521 6,187 1,736 1,136
– Operating and maintenance 84,253 67,952 — —
– Telecommunications related charges 75,492 75,000 — —
– Building infrastructure 1,134 1,042 — —

Purchases of goods and services from joint


venture companies:
– Information technology consultancy and related
services 41,737 33,289 — —

Purchases of goods and services from


subsidiary of associated company of
immediate holding Company:
– Commission, incentives and/or reimbursement of
bundle device sold 10,413 17,016 — —

Expenses paid on behalf of:


– Subsidiaries — — 2,640 6,731
– Fellow subsidiaries 2 5,764 — 5,757
– Immediate holding company and ultimate holding
company 1,819 — 975 —
Annual Report 2017 141

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

6 SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Expenses paid on behalf by:


– Subsidiaries — — 262,580 192,787
– Fellow subsidiaries 7,570 42,544 1,427 6,179
– Immediate holding company and ultimate holding
company 4,654 5,296 619 2,892

Year-end balances owing by:


– Subsidiaries — — 3,000,607 1,835,298
– Fellow subsidiaries 17,942 883 — 10
– Immediate holding company and ultimate holding
company 2 5 — —

Year-end balances owing to:


– Subsidiaries — — (429,553) (567,296)
– Fellow subsidiaries (36,332) (67,679) (373) (483)
– Immediate holding company and ultimate holding
company (87) (207) — —

The movement in advances to subsidiaries during the financial year is as follows:

Company

2017 2016
RM’000 RM’000

Advances to subsidiaries
At 1 July 1,605,577 1,648,325
Net advances to subsidiaries 1,481,972 1,644,530

– Advances 1,661,820 2,323,186


– Repayments (140,887) (657,503)
– Payment of interests (38,961) (21,153)

Foreign currency translation 68,871 (11,611)


Capitalisation of intercompany balances (800,000) (1,700,000)
Net of interest income and expenses 65,045 24,333

At 30 June 2,421,465 1,605,577


142 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

7 PROFIT BEFORE TAXATION

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Profit before taxation is stated after


charging/(crediting):
Allowance for impairment of associates 31,393 — — —
Allowance for impairment of inventories 1,638 1,822 — —
Allowance for impairment of investments 305 — 305 —
Allowance for impairment of property, plant and
equipment 4,914 7 — —
Allowance for/(Write back of) impairment of
receivables (net of reversals) 76,337 (74,866) — —
Allowance for impairment of subsidiaries — — 472,500 —
Amortisation of deferred income (8,846) (4,277) — —
Amortisation of grants and contributions (14,774) (17,005) — —
Amortisation of intangible assets 86,628 100,665 — —
Auditors’ remuneration
– Statutory audit fees payable/paid to PwC
Malaysia:
– current year 670 630 620 580
– Statutory audit fees payable/paid to member
firms of an organisation which are separate and
independent legal entities from PwC Malaysia 815 648 — —
– Statutory audit fees payable/paid to other audit
firms 2,714 2,641 — —
– Non-audit fees payable/paid to PwC Malaysia 99 249 23 31
– Non-audit fees payable/paid to member firms of
an organisation which are separate and
independent legal entities from PwC Malaysia 321 357 — 74
Bad debts written-off 7,607 13,578 — —
Depreciation of property, plant and equipment 1,074,714 1,222,954 165 128
Development expenditure 16,712 50,472 16,712 50,472
Directors’ remuneration 47,584 47,352 21,363 21,195
Dividend in specie — — (525,210) —
Energy cost 4,922,419 4,948,390 — —
Fair value changes in derivatives (3) (1,402) — —
Fair value changes in investments (264) — 371 —
Interest income (22,193) (71,025) — —
Interest expense – borrowings 820,799 866,580 292,291 258,383
Interest expense – post-employment benefit
obligations 25,621 28,153 — —
Net gain on disposal of property, plant and
equipment (10,882) (23,158) (5) —
Net gain on disposal of investments (441) — (41) —
Property, plant and equipment written off 19,683 16,909 — —
Realised (gain)/loss on foreign exchange (1,952) 7,757 35 (88)
Rental of land and building 132,865 123,630 360 360
Rental of plant, equipment and machinery 7,206 6,892 — —
Annual Report 2017 143

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

7 PROFIT BEFORE TAXATION (CONTINUED)

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Staff costs:
– Wages, salaries and bonus 564,846 537,683 15,017 13,583
– Defined contribution plan 27,681 20,999 1,541 1,372
– Defined benefit plan 71,990 73,125 — —
– Share option expenses — 6 — —
Unrealised (gain)/loss on foreign exchange (1,177) (26,171) 6,146 (34,789)
Write off of investments accounted for using the
equity method 5 — 5 —

The aggregate remuneration of Directors categorised into appropriate components are as follows:

Salaries Fees Bonus Others* Total


RM’000 RM’000 RM’000 RM’000 RM’000

2017
Group
Executive Directors 24,484 450 16,980 5,315 47,229
Non-executive Directors — 310 — 45 355

Company
Executive Directors 10,894 450 7,176 2,488 21,008
Non-executive Directors — 310 — 45 355

2016
Group
Executive Directors 24,457 450 16,980 5,105 46,992
Non-executive Directors — 314 — 46 360

Company
Executive Directors 10,894 450 7,176 2,315 20,835
Non-executive Directors — 314 — 46 360

* Included in the remuneration of Directors of the Group and the Company are contributions to a defined contribution plan
and estimated money value of benefits in kind amounting to RM4,849,950 and RM405,354 (2016: RM4,849,950 and
RM200,415) and RM2,131,410 and RM299,971 (2016: RM2,131,410 and RM130,425), respectively.
144 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

7 PROFIT BEFORE TAXATION (CONTINUED)


The number of Directors of the Group and of the Company whose total remuneration fall within the following bands for the
financial year ended 30 June 2017 is as follows:

Group Company
No. of Directors No. of Directors

Range of remuneration Executive Non-executive Executive Non-executive

Below RM50,000 1 — 4 —
RM50,001-RM100,000 1 3 1 3
RM100,001-RM150,000 — 1 — 1
RM1,050,001-RM1,100,000 1 — 1 —
RM4,500,001-RM4,550,000 — — 1 —
RM4,650,001-RM4,700,000 1 — — —
RM5,050,001-RM5,100,000 1 — 1 —
RM7,750,001-RM7,800,000 1 — — —
RM8,500,001-RM8,550,000 1 — — —
RM9,800,001-RM9,850,000 1 — — —
RM10,100,001-RM10,150,000 1 — 1 —

8 TAXATION
Taxation charge for the financial year:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Current tax:
– Malaysian income tax 1,256 50,766 719 744
– Foreign income tax 226,513 200,856 — —
Deferred taxation (Note 25) (123,341) (115,938) (5) —

104,428 135,684 714 744

Current tax:
– Current year 233,058 284,781 798 748
– Over provision in prior years (5,289) (33,159) (79) (4)

Deferred taxation:
– Originating and reversal of temporary differences (123,341) (115,938) (5) —

104,428 135,684 714 744


Annual Report 2017 145

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

8 TAXATION (CONTINUED)
The explanation of the relationship between taxation and profit before taxation is as follows:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Numerical reconciliation between taxation


and the product of accounting profit
multiplied by the Malaysian tax rate

Profit before taxation 892,207 1,314,140 672,009 795,870

Tax calculated at the Malaysian tax rate 24%


(2016: 24%) 214,130 315,394 161,282 191,009
Tax effects of:
– Share of profits of investments accounted for
using the equity method (83,536) (151,221) — —
– Different tax rates in other countries including
re-measurement of deferred tax^ (113,222) (184,162) — —
– Non-deductible expenses 81,280 150,366 183,626 71,557
– Income not subject to tax (29,518) (31,228) (344,115) (261,818)
– Temporary differences not recognised* 40,583 69,694 — —
– Over provision in prior years in relation to current
tax (5,289) (33,159) (79) (4)

Taxation 104,428 135,684 714 744

^ The re-measurement of deferred tax during the financial year of RM75.5 million was due to a reduction in the United
Kingdom corporation tax rate from 18% to 17% (effective from 1 April 2020) was substantively enacted on 6 September
2016. This reduction will reduce the subsidiary’s future current tax charge accordingly. The deferred tax liability at 30 June
2017 has been calculated based on the rate of 17% substantively enacted at the financial year ended 30 June 2017.
* A subsidiary of the Group was granted pioneer status for a period of 10 years commencing November 2010. The tax effects
of temporary differences not recognised as shown below in respect of this subsidiary, is expected to be reversed during the
pioneer period.

2017 2016
RM’000 RM’000

– Property, plant and equipment 176,362 146,315


– Unutilised tax losses 224,924 224,924

The tax effects of temporary differences not recognised in respect of other subsidiaries are as follows:

2017 2016
RM’000 RM’000

– Property, plant and equipment 10,546 77


– Unutilised tax losses 67 —
146 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

9 EARNINGS PER SHARE (“EPS”)


(a) Basic EPS

Group

2017 2016

Profit attributable to owners of the parent (RM’000) 693,813 1,061,850


Weighted average number of ordinary shares in issue (’000) 7,747,678 7,554,413
Basic EPS (sen) 8.96 14.06

Basic EPS of the Group is calculated by dividing the net profit attributable to owners of the parent by the weighted
average number of ordinary shares in issue during the financial year, excluding the number of ordinary shares purchased
by the Company and held as treasury shares.

(b) Diluted EPS

Group

2017 2016

Profit attributable to owners of the parent (RM’000) 693,813 1,061,850

Profit used to determine diluted EPS (RM’000) 693,813 1,061,850

Weighted average number of ordinary shares in issue (’000) 7,747,678 7,554,413


Adjustments for:
– Conversion of Warrants (’000) 27,871 38,609
– ESOS (’000) 4,841 5,410

Weighted average number of ordinary shares for diluted earnings per share (’000) 7,780,390 7,598,432

Diluted EPS (sen) 8.92 13.97

As at 30 June 2017, the Company has 116,127,100 (2016: 157,567,207) unexercised warrants, whose terms of conversion
are set out in Note 23(a) to the financial statements. MFRS 133 ‘Earnings Per Share’ prescribes that warrants are dilutive
when they are issued for no consideration or when they would result in the issue of ordinary shares for less than its fair
value. For the diluted EPS calculation, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares.
Annual Report 2017 147

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

10 DIVIDENDS

Group and Company Group and Company


2017 2016

Gross Gross
dividend Amount dividend Amount
per share of dividend per share of dividend
Sen RM’000 Sen RM’000

Dividend paid in respect of the financial year ended


30 June 2016:
– Interim single tier dividend of 10 sen per
ordinary share paid on 15 November 2016 10 775,865 — —

Dividend paid in respect of the financial year ended


30 June 2015:
– Interim single tier dividend of 10 sen per
ordinary share paid on 23 October 2015 — — 10 771,722

10 775,865 10 771,722

On 29 August 2017, the Board of Directors declared an interim single tier dividend of 5 sen per ordinary share for the financial
year ended 30 June 2017. The book closure and payment dates in respect of the aforesaid dividend are 26 October 2017 and
10 November 2017, respectively.

The Board of Directors do not recommend a final dividend for the financial year ended 30 June 2017.
148
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

11 PROPERTY, PLANT AND EQUIPMENT


The details of property, plant and equipment are as follows:

Infra- Motor Telecom- Assets


Land and structure Plant and Mains and Office Furniture vehicles munications under
Group buildings assets machinery lines equipment Computers and fittings and aircraft equipment construction Total
2017 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
YTL POWER INTERNATIONAL BERHAD

Cost
At 1 July 2016 4,793,012 7,463,251 14,720,538 22,699 765,515 44,138 28,903 157,177 2,247,058 1,008,074 31,250,365
Exchange differences 143,355 283,170 492,541 — 27,981 833 206 1,722 — 44,537 994,345
Acquisition of a subsidiary* 1,438 60,931 94 — 216 — — — — — 62,679
Additions 18,285 207,262 322,461 — 12,225 2,348 1,681 12,353 8,671 1,084,612 1,669,898
Disposals (17) — (12,723) — (37) (94) (51) (12,451) (10) — (25,383)
Written off (1,781) (8,308) (114,239) — (739) (27) (27) — (179) — (125,300)
Transfer on commissioning 4,761 36,164 59,714 — 1,038 6,332 1,441 — 415,255 (524,705) —

At 30 June 2017 4,959,053 8,042,470 15,468,386 22,699 806,199 53,530 32,153 158,801 2,670,795 1,612,518 33,826,604

Accumulated depreciation and


impairment
At 1 July 2016 1,960,392 495,346 7,772,808 22,699 339,170 36,606 13,916 43,998 512,429 43,326 11,240,690
Exchange differences 41,651 18,876 222,637 — 12,343 715 166 828 — — 297,216
Charge for the financial year 93,398 63,065 721,844 — 16,035 5,184 2,740 19,441 153,007 — 1,074,714
Disposals (3) — (11,135) — (35) (92) (38) (8,986) (5) — (20,294)
Impairment — — 4,889 — — — — 23 2 — 4,914
Written off (463) — (104,648) — (319) (25) (15) — (147) — (105,617)

At 30 June 2017 2,094,975 577,287 8,606,395 22,699 367,194 42,388 16,769 55,304 665,286 43,326 12,491,623

Net book value


At 30 June 2017 2,864,078 7,465,183 6,861,991 — 439,005 11,142 15,384 103,497 2,005,509 1,569,192 21,334,981

* This is in relation to acquisition of Albion Water Limited as disclosed in Note 14(c).

Borrowing cost of RM9,098,220 (2016: RM9,044,603) at an interest rate of 4.3% (2016: 3.9%) was capitalised during the financial year 2017.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

11 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


The details of property, plant and equipment are as follows: (continued)

Infra- Motor Telecom- Assets


Land and structure Plant and Mains and Office Furniture vehicles munications under
Group buildings assets machinery lines equipment Computers and fittings and aircraft equipment construction Total
2016 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost
At 1 July 2015 5,003,904 7,816,279 14,929,607 22,699 845,072 39,781 26,686 158,130 2,200,707 849,493 31,892,358
Exchange differences (364,980) (789,560) (436,224) — (85,536) 1,015 (22) (4,002) — (100,116) (1,779,425)
Acquisition of a subsidiary 4,794 — — — — — — — — 48 4,842
Additions 42,571 268,020 329,779 — 5,335 1,331 2,185 9,214 4,638 993,853 1,656,926
Disposals (1,500) — (17,611) — (111) (174) (518) (6,165) (272,138) — (298,217)
Written off (3,997) (9,235) (208,977) — (122) (22) (1) — (3,765) — (226,119)
Transfer on commissioning 112,220 177,747 123,964 — 877 2,207 573 — 317,616 (735,204) —

At 30 June 2016 4,793,012 7,463,251 14,720,538 22,699 765,515 44,138 28,903 157,177 2,247,058 1,008,074 31,250,365

Accumulated depreciation and


impairment
At 1 July 2015 1,936,972 480,976 7,374,738 22,434 353,328 31,226 10,844 29,258 404,584 43,326 10,687,686
Exchange differences (97,597) (53,468) (219,635) — (34,135) 754 34 (1,702) — — (405,749)
Charge for the financial year 122,538 67,838 840,537 265 20,144 4,728 3,199 20,219 143,486 — 1,222,954
Disposals (856) — (15,420) — (54) (88) (160) (3,777) (34,643) — (54,998)
Impairment — — — — — 4 — — 3 — 7
Written off (665) — (207,412) — (113) (18) (1) — (1,001) — (209,210)

At 30 June 2016 1,960,392 495,346 7,772,808 22,699 339,170 36,606 13,916 43,998 512,429 43,326 11,240,690

Net book value


At 30 June 2016 2,832,620 6,967,905 6,947,730 — 426,345 7,532 14,987 113,179 1,734,629 964,748 20,009,675

Borrowing cost of RM9,044,603 (2015: RM14,867,726) at an interest rate of 3.9% (2015: nil) was capitalised during the financial year 2016. The
Annual Report 2017

Group has revised the residual value of certain property, plant and equipment during previous financial year. The revision was accounted for as a
change in accounting estimate and as a result, the depreciation charge for previous financial year was increased by RM105,336,000.
149
150 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

11 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


The details of land and buildings of the Group are as follows:

Leasehold Freehold
land land Buildings Total
Group RM’000 RM’000 RM’000 RM’000
2017
Cost
At 1 July 2016 97,461 79,274 4,616,277 4,793,012
Exchange differences 4,125 3,110 136,120 143,355
Acquisition of a subsidiary — — 1,438 1,438
Additions — 3,548 14,737 18,285
Disposals — — (17) (17)
Written off — — (1,781) (1,781)
Transfer on commissioning — 35 4,726 4,761
At 30 June 2017 101,586 85,967 4,771,500 4,959,053

Accumulated depreciation
At 1 July 2016 43,968 — 1,916,424 1,960,392
Exchange differences 1,776 — 39,875 41,651
Charge for the financial year 6,201 — 87,197 93,398
Disposals — — (3) (3)
Written off — — (463) (463)
At 30 June 2017 51,945 — 2,043,030 2,094,975

Net book value


At 30 June 2017 49,641 85,967 2,728,470 2,864,078

2016
Cost
At 1 July 2015 92,274 81,021 4,830,609 5,003,904
Exchange differences 5,187 (7,430) (362,737) (364,980)
Acquisition of a subsidiary — 4,794 — 4,794
Additions — 809 41,762 42,571
Disposals — — (1,500) (1,500)
Written off — — (3,997) (3,997)
Transfer on commissioning — 80 112,140 112,220
At 30 June 2016 97,461 79,274 4,616,277 4,793,012

Accumulated depreciation
At 1 July 2015 36,143 — 1,900,829 1,936,972
Exchange differences 1,841 — (99,438) (97,597)
Charge for the financial year 5,984 — 116,554 122,538
Disposals — — (856) (856)
Written off — — (665) (665)
At 30 June 2016 43,968 — 1,916,424 1,960,392

Net book value


At 30 June 2016 53,493 79,274 2,699,853 2,832,620

The net book value of assets of the Group held under finance lease amounted RM287,151,457 (2016: RM366,359,505).
Leasehold land is short term in nature.
Annual Report 2017 151

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

11 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)


The property, plant and equipment of the Company are as follows:

Office Furniture Motor


equipment Computers and fittings vehicles Total
Company RM’000 RM’000 RM’000 RM’000 RM’000

2017
Cost
At 1 July 2016 46 383 20 1,459 1,908
Additions 3 14 — 541 558
Disposals — — — (415) (415)

At 30 June 2017 49 397 20 1,585 2,051

Accumulated depreciation
At 1 July 2016 39 310 20 619 988
Charge for the financial year 2 20 — 143 165
Disposals — — — (243) (243)

At 30 June 2017 41 330 20 519 910

Net book value


At 30 June 2017 8 67 — 1,066 1,141

2016
Cost
At 1 July 2015 38 350 20 1,158 1,566
Additions 8 33 — 301 342

At 30 June 2016 46 383 20 1,459 1,908

Accumulated depreciation
At 1 July 2015 37 296 20 507 860
Charge for the financial year 2 14 — 112 128

At 30 June 2016 39 310 20 619 988

Net book value


At 30 June 2016 7 73 — 840 920

The net book value of assets of the Company held under finance lease amounted RM381,406 (2016: Nil).
152 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

12 INVESTMENT PROPERTIES
The details of investment properties are as follows:

Group

2017 2016
RM’000 RM’000

At 1 July 14,462 —
Additions* 38,196 16,418
Exchange differences 10,910 (1,956)
Reclassification from inventories# 369,367 —

At 30 June 432,935 14,462

* The acquisition in 2016 related to the Brabazon Hangars at Filton Airfield, Bristol and the 2017 additions were further
expenditure on the development land at Filton Airfield, Bristol.

# During the year the development land at Filton Airfield, shown as inventories in previous financial year was transferred to
investment properties. This follows an internal restructuring into two companies, the asset owner and the development
company. Due to the length of time of the development and the use of land between residential, commercial and public
usage the asset owner will hold the assets as an investor and look to derive income from letting of the site. During the
project, parcels of land will be released to the development company and be recorded in that company as either investment
property or held for development, depending on the actual plan for each parcel of land.

The Group has considered and assessed that the cost approximates fair value at 30 June 2017.

13 INTANGIBLE ASSETS
The details of intangible assets are as follows:

Group

2017 2016
RM’000 RM’000

Customer acquisition costs 32,994 68,570


Goodwill on consolidation 8,207,701 7,868,206
Others 152,022 140,444

8,392,717 8,077,220

(a) Customer acquisition costs

Group

2017 2016
RM’000 RM’000

At 1 July 68,570 89,519


Additions 42,764 72,145
Amortisation charge for the financial year (78,340) (93,094)

At 30 June 32,994 68,570


Annual Report 2017 153

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

13 INTANGIBLE ASSETS (CONTINUED)


(b) Goodwill on consolidation

Group

2017 2016
RM’000 RM’000

At 1 July 7,868,206 7,450,406


Exchange differences 338,250 417,800
Acquisition of a subsidiary 1,245 —

At 30 June 8,207,701 7,868,206

(c) Others

Group

2017 2016
RM’000 RM’000

At 1 July 140,444 40,763


Exchange differences 8,185 (4,913)
Acquisition of a subsidiary* — 112,165
Additions 11,681 —
Amortisation charge for the financial year (8,288) (7,571)

At 30 June 152,022 140,444

* This is in relation to acquisition of P.T. Tanjung Jati Power Company in 2016.

Impairment test for goodwill

The Group undertakes an annual test for impairment of its cash-generating units (“CGUs”).

Goodwill is allocated for impairment test to the individual entity which is also the CGUs identified according to the respective
companies.

The following CGUs, being the lowest level of asset for which there are separately identifiable cash flows, have carrying
amounts of goodwill that are considered significant in comparison with the Group’s total goodwill:

Group

2017 2016
RM’000 RM’000

Multi utilities business segment (“Singapore”) 7,657,428 7,321,507


Water and sewerage segment (United Kingdom (“UK”)) 440,700 440,700
Others 109,573 105,999

Total goodwill 8,207,701 7,868,206


154 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

13 INTANGIBLE ASSETS (CONTINUED)


Impairment test for goodwill (continued)

The amount of goodwill initially recognised is dependent on the allocation of the purchase price to the fair value of the
identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based,
to a considerable extent, on management judgement.

(i) Key assumption used in the value-in-use calculations

The following assumptions have been applied in the value-in-use calculation:

2017 2016

Singapore UK Singapore UK
% % % %

Pre-tax discount 5.8 4.4 6.2 5.5


Terminal growth rate 2.0 0.1 2.0 (0.6)
Revenue growth rate — 1.6 — 1.9
Earnings before interest, tax, depreciation and
amortisation (“EBITDA”) growth rate 1.9 — 5.6 —

The recoverable amounts of the CGUs are determined based on value-in-use calculations. The value-in-use calculations
apply a discounted cash flow model using cash flow projections based on financial budgets and forecasts approved by
management.

The discount rates used are pre-tax and reflect specific risks relating to the CGU. The discount rates applied to the cash
flow projections are derived from the cost of capital plus a reasonable risk premium at the date of the assessment of the
respective CGU.

For multi utilities business segment (“Singapore”), cash flow projections used in the value-in-use calculation were based
on approved financial budgets and forecasts covering a six-year period, to conform with the remaining contract period of
the gas supply agreements. Cash flows beyond the six-year period were extrapolated using the estimated growth rates
stated above. The growth rate did not exceed the long-term average growth rate in which the CGU operates.

The terminal growth rate indicates the expected growth of cash flows after the forecast period of six years.

The EBITDA growth rate is calculated using the Compound Annual Growth Rate method and applied on the projected first
year’s EBITDA over the forecast period. Management determined the current year’s EBITDA growth rate assumption based
on the changes in the vesting contract regime as published in the “Review of the Vesting Contract Regime Final
Determination Paper” published by the Energy Market Authority on 30 September 2016.

For water and sewerage segment, cash flow projections used in the value-in-use calculation were based on approved
financial budgets and forecasts covering a three year period, to conform the final determinations approved by OFWAT, the
economic regulator of the water sector in England and Wales.
Annual Report 2017 155

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

13 INTANGIBLE ASSETS (CONTINUED)


Impairment test for goodwill (continued)

(ii) Impact of possible change in key assumption

Changing the assumptions selected by management used in the cash flow projections could significantly affect the
Group’s result. The Group’s review includes the key assumptions related to sensitivity in the cash flow projections.

The circumstances where a change in key assumptions will result in the recoverable amounts of goodwill on the CGUs to
equal the corresponding carrying amounts assuming no change in the other variables are as follows:

2017 2016

Singapore UK Singapore UK
% % % %

Pre-tax discount 7.5 16.8 8.0 14.4


Terminal growth rate (0.3) (1.5) (0.5) (2.5)
Revenue growth rate — (10.9) — (7.3)
EBITDA growth rate (5.1) — 3.9 —

No impairment charge for the goodwill was recognised for the financial year ended 30 June 2017 (2016: Nil) as the
recoverable value of the CGUs was in excess of its carrying value.

14 INVESTMENT IN SUBSIDIARIES

Company

2017 2016
RM’000 RM’000

Unquoted shares, at cost 23,453,810 22,674,810


Accumulated impairment losses (5,290,033) (4,817,533)

18,163,777 17,857,277
156 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows:

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Subsidiaries held by the Company:

Attarat Operation and Maintenance Netherlands – 75 Dormant


Company B.V. Ω

Sword Bidco (Holdings) Limited * England and Wales 100 100 Dormant

Sword Bidco Limited * England and Wales 100 100 Dormant

Sword Holdings Limited ^ Cayman Islands 100 100 Dormant

Sword Midco Limited * England and Wales 100 100 Dormant

SIPP Power Sdn. Bhd. * Malaysia 70 70 Dormant

Wessex Water International Limited ^ Cayman Islands 100 100 Dormant

YTL Communications Sdn. Bhd. * Malaysia 60 60 Provision of wired line and wireless
broadband access and other related
services

YTL Energy Holdings Sdn. Bhd. * Malaysia 100 100 Investment holding

YTL Infrastructure Limited ^ Cayman Islands 100 100 Dormant

YTL Jawa O & M Holdings Limited * Cyprus 100 100 Investment holding

YTL Jawa Power Holdings Limited * Cyprus 100 100 Investment holding & financing activities

YTL Jordan Power Holdings Limited * Cyprus 100 100 Investment holding & financing activities

YTL Jordan Services Holdings Limited  * Cyprus 100 100 Investment holding

YTL Jordan Services Sdn. Bhd. * Malaysia 100 100 Dormant

YTL Power Australia Limited * Cayman Islands 100 100 Investment holding

YTL Power Finance (Cayman) Cayman Islands 100 100 Dormant


Limited  ^

YTL Power Generation Sdn. Bhd. Malaysia 100 100 Developing, constructing, completing,
maintaining and operating power plants

YTL Power Holdings Sdn. Bhd. Malaysia 100 100 Dormant


(formerly known as YTL Power
Holdings (Indonesia) Sdn. Bhd.) *

YTL Power International Holdings Cayman Islands 100 100 Investment holding
Limited ^
Annual Report 2017 157

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows: (continued)

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Subsidiaries held by the


Company: (continued)

YTL Power Investments Limited * Cayman Islands 100 100 Investment holding

YTL PowerSeraya Pte. Limited ** Singapore 100 100 Own and operate energy facilities and
services (full value chain of electricity
generation including trading of physical
fuels and fuel related derivative
instruments, tank leasing activities and
sale of by-products from the electricity
generation process)

YTL Power (Thailand) Limited ^ Cayman Islands 100 100 Dormant

YTL Power Trading (Labuan) Ltd. * Malaysia 100 100 Dormant

YTL Seraya Limited * Cayman Islands 100 100 Investment holding

YTL SIPP Power Holdings Sdn. Bhd. * Malaysia 70 70 Investment holding

YTL Utilities Holdings (S) Pte. Limited  * Singapore 100 100 Investment holding

YTL Utilities (S) Pte. Limited * Singapore 100 100 Investment holding

YTL Utilities Limited * Cayman Islands 100 100 Investment holding

YTL Utilities Finance 2 Limited * Cayman Islands 100 100 Investment holding

YTL Utilities Finance 3 Limited ^ Cayman Islands 100 100 Investment holding

YTL Utilities Finance 4 Limited ^ Cayman Islands 100 100 Inactive

YTL Utilities Finance 5 Limited ^ Cayman Islands 100 100 Inactive

YTL Utilities Finance 6 Limited ^ Cayman Islands 100 100 Financial services

YTL Utilities Finance 7 Limited ^ Cayman Islands 100 100 Inactive

YTL Utilities Finance Limited ^ Cayman Islands 100 100 Financial services

YTL Utilities Holdings Limited * Cayman Islands 100 100 Investment holding

YTL Utilities (UK) Limited * England and Wales 100 100 Investment holding

YTL Water (Singapore) Pte. Ltd. Singapore 100 100 Invest, develop, construct, operate and to
(formerly known as YTL ECOGreen maintain water utilities assets
Pte. Ltd.) *
158 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows: (continued)

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Subsidiaries held by YTL Utilities


(UK) Limited:

Wessex Water Limited * England and Wales 100 100 Water supply and waste water services

YTL Events Limited * England and Wales 100 100 Concert promotion

YTL Land and Property (UK) Ltd * England and Wales 100 100 Housing development

Subsidiaries held by YTL Land


and Property (UK) Ltd:

YTL Developments (UK) Limited * England and Wales 100 — Housing development

YTL Homes Ltd † England and Wales 100 100 Housing development

YTL Places Limited † England and Wales 100 — Housing development

YTL Property Holdings (UK) Limited * England and Wales 100 100 Housing development

Subsidiaries held by Wessex


Water Limited:

Enterprise Laundry Services Limited * England and Wales 100 100 Laundry services

Geneco Limited * England and Wales 100 100 Waste water services

Geneco (South West) Limited * England and Wales 100 100 Waste water services

SC Technology GmbH * Switzerland 100 100 Waste treatment processes

SC Technology Nederlands B.V. * Netherlands 100 100 Waste treatment

SC Technology Deutschland GmbH * Germany 100 100 Waste treatment

Water 2 Business Limited * England and Wales 70 70 Billing services

Wessex Electricity Utilities Limited * England and Wales 100 100 Dormant

Wessex Engineering & Construction England and Wales 100 100 Engineering services
Services Limited *

Wessex Logistics Limited * England and Wales 100 100 Dormant

Wessex Promotions Limited * England and Wales 100 100 Dormant

Wessex Property Services Limited * England and Wales 100 100 Dormant
Annual Report 2017 159

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows: (continued)

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Subsidiaries held by Wessex


Water Limited: (continued)

Wessex Spring Water Limited * England and Wales 100 100 Dormant

Wessex Utility Solutions Limited * England and Wales 100 100 Engineering services

Wessex Water Commercial Limited * England and Wales 100 100 Dormant

Wessex Water Engineering Services England and Wales 100 100 Dormant
Limited *

Wessex Water Enterprises Limited * England and Wales 100 100 Water supply and waste water services

Wessex Water Pension Scheme England and Wales 100 100 Dormant
Trustee Limited *

Wessex Water Services Finance Plc. * England and Wales 100 100 Issue of bonds

Wessex Water Services Limited * England and Wales 100 100 Water supply and waste water services

Wessex Water Trustee Company England and Wales 100 100 Dormant
Limited *

YTL Engineering Limited * England and Wales 100 100 Dormant

YTL Services Limited * England and Wales 100 100 Dormant

Albion Water Limited * England and Wales 51 — Water and sewerage inset appointments

Wessex Concierge Limited † England and Wales 100 — Energy switching

Wessex Concierge Services Limited †§ England and Wales 100 — Energy switching

Subsidiaries held by YTL


Communications Sdn. Bhd.:

Cellular Structures Sdn. Bhd. * Malaysia 48 48 Inactive

Konsortium Jaringan Selangor Sdn. Malaysia 48 48 Planning, implementation and maintenance


Bhd. * of telecommunication towers and
telecommunication related services

YTL Broadband Sdn. Bhd. * Malaysia 48 48 Provision of wired line and wireless
broadband access and other related
services
160 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows: (continued)

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Subsidiaries held by YTL


Communications Sdn. Bhd.:
(continued)

Extiva Communications Sdn. Bhd. * Malaysia 60 60 Developing and marketing VoIP telephony
and other advanced network media
appliances for the service provider and
enterprise telephony market. Ceased
operation during the year

YTL Communications International Cayman Islands 60 60 Investment holding


Limited ^

YTL Communications (S) Pte. Ltd. * Singapore 60 60 Computer systems integration activities
and system integration services

YTL Digital Sdn. Bhd. * Malaysia 60 60 Retail and marketing of telecommunication


devices

YTL Global Networks Limited ^ Cayman Islands 60 60 Dormant

Subsidiaries held by YTL Jawa


O & M Holdings Limited:

P.T. YTL Jawa Timur * Indonesia 100 100 Construction management, consultancy
services and power station operation
services

YTL Jawa O & M Holdings B.V. * Netherlands 100 100 Investment holding

YTL Jawa Power Services B.V. * Netherlands 100 100 Investment holding

Subsidiaries held by YTL Jawa


Power Holdings Limited:

P.T. Tanjung Jati Power Company ** Indonesia 80 80 Design and construction of a coal-fired
power generating facility

YTL Jawa Energy B.V. * Netherlands 100 100 Investment holding

YTL Jawa Power B.V. * Netherlands 57.1 57.1 Investment holding


Annual Report 2017 161

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows: (continued)

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Subsidiaries held by YTL Jawa


Power Holdings Limited:
(continued)

YTL Jawa Power Finance Limited * Cayman Islands 100 100 Investment holding

YTL Jawa Power Holdings B.V. * Netherlands 57.1 57.1 Investment holding

Subsidiaries held by YTL Power


Investments Limited:

FrogAsia Sdn. Bhd. * Malaysia 100 100 License reseller focused on providing
virtual learning educational platform

Frog Education Group Limited * England and Wales 58.2 58.2 Investment holding

Frog Education Limited * England and Wales 58.2 58.2 Sales into the education market and
further development of the web
environment product

Frog Education Sdn. Bhd. * Malaysia 58.2 58.2 License reseller focused on providing
virtual learning educational platform

Granite Investments (Cayman Islands) Cayman Islands 100 100 Dormant


Limited ^

YTL Education (UK) Limited * England and Wales 100 100 Providing advisory and management
services to educational institutions in
the UK and abroad

Subsidiaries held by YTL


PowerSeraya Pte. Limited:

PetroSeraya Pte. Ltd. ** Singapore 100 100 Oil trading and oil tank leasing

Seraya Energy and Investment Pte. Singapore 100 100 Investment holding
Ltd. **

Seraya Energy Pte. Ltd. ** Singapore 100 100 Sale of electricity


162 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


Details of the subsidiaries are as follows: (continued)
* Audited by a firm other than a member firm of PricewaterhouseCoopers International Limited
** Audited by a member firm of PricewaterhouseCoopers International Limited which is a separate and independent legal
entity from PricewaterhouseCoopers, Malaysia
Ω YTL Jordan Services Holdings Limited (“YTLJSH”) disposed of its 30 ordinary shares, representing 30% of the issued share
capital of Attarat Operation & Maintenance Company B.V. (“OMCO”). Consequent thereto, OMCO ceased to be a subsidiary
and became a jointly controlled entity as YTLJSH holds a balance of 45 ordinary shares, representing 45% of the issued
share capital of OMCO.
^ Entities are either exempted or not statutorily required to be audited
† First audited financial statements in 2018
§ Wessex Concierge Services Limited changed its name to Flipper Limited on 12 July 2017

(a) Non-controlling interests in subsidiaries

The Group’s subsidiaries that have material non-controlling interest (“NCI”) are as follows:

Profit Carrying
NCI percentage of allocated to amount of
ownership interest NCI NCI
Group and voting interest RM’000 RM’000

2017
YTL Jawa Power Holdings B.V. 42.9% 143,143 726,196
YTL Communications Sdn. Bhd. 40.0% (48,918) (519,192)

94,225 207,004

2016
YTL Jawa Power Holdings B.V. 42.9% 240,872 688,328
YTL Communications Sdn. Bhd. 40.0% (119,277) (468,702)

121,595 219,626

The remaining non-controlling interests of the Group are immaterial individually.

(b) Summarised financial information before inter-company elimination is set out below:

YTL Jawa Power Holdings B.V. YTL Communications Sdn. Bhd.

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Non-current assets 1,711,189 1,621,419 2,403,956 2,059,381


Current assets 1,623 1,652 414,025 269,034
Non-current liabilities (17,944) (16,809) (48,781) (134,871)
Current liabilities (347) (103) (613,042) (708,135)

Net assets 1,694,521 1,606,159 2,156,158 1,485,409

Revenue — — 807,229 682,039


Profit/(Loss) for the financial year 334,014 562,056 (126,822) (303,022)
Total comprehensive income/(loss) 438,213 637,034 (128,251) (303,833)
Annual Report 2017 163

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


(b) Summarised financial information before inter-company elimination is set out below (continued):

YTL Jawa Power Holdings B.V. YTL Communications Sdn. Bhd.

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Cash flow (used in)/from operating activities (281) (422) (31,013) 11,195
Cash flow from/(used in) investing activities 354,353 370,180 (482,842) (99,109)
Cash flow (used in)/from financing activities (354,043) (369,952) 519,252 93,382

Net increase/(decrease) in cash and cash


equivalents 29 (194) 5,397 5,468

Dividends paid to NCI 151,727 158,545 1,000 —

(c) Acquisition of a subsidiary

On 1 December 2016, Wessex Water Limited, an indirect wholly-owned subsidiary of the Group acquired fifty-one (51)
B-ordinary shares of the nominal value of GBP0.01, representing 51% of the issued share capital of Albion Water Limited
(“Albion”) for GBP227,505 (RM1,240,199) in cash. Arising from this acquisition, RM62.7 million of property, plant and
equipment and RM60.7 million of grants and contributions were recognised.

(d) Impairment assessment for investment in a subsidiary

The following are the key assumptions applied in the value-in-use calculation for impairment assessment of a subsidiary
in mobile broadband network segment:

2017 2016

Discount rate 11.7% 12.3%


Terminal multiple 14.6x 13.7x
Average revenue growth rate 16.91% 28.41%

The circumstances where a change in key assumptions will result in the recoverable amounts of investment in subsidiary
to equal the corresponding carrying amounts assuming no change in the other variables are as follows:

2017 2016

Discount rate 12.6% 12.9%


Terminal multiple 13.5x 12.6x
Average revenue growth rate 16.73% 28.22%

The carrying value of the subsidiary is RM2.9 billion (2016: RM2.1 billion). No impairment charge for the cost of investment
in the subsidiary was recognised as the recoverable value was in excess of its carrying value.
164 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

14 INVESTMENT IN SUBSIDIARIES (CONTINUED)


(e) Redemption of preference shares by a subsidiary

During the financial year, YTL Power Generation Sdn. Bhd. (“YTLPG”), a wholly owned subsidiary of the Company redeemed
21,000,000 preference shares of 20 sen each at a redemption value of RM26.01 per share.

As a result, a gain on redemption of RM525,210,000 was recognised by the Company and impairment charge of
RM472,500,000 was made for the cost of investment in the subsidiary as the carrying value was in excess of its
recoverable value.

(f) Capitalisation of advances to a subsidiary

On 18 May 2017, the Company has subscribed an additional 800 million Redeemable Cumulative Convertible Preference
Shares in YTL Communications Sdn. Bhd. at a price of RM1.00 per share.

15 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD


(a) Joint ventures

Group

2017 2016
RM’000 RM’000

Unquoted shares, at cost 63,036 500


Group’s share of post-acquisition reserves (33,241) 7,045

Group’s share of net assets 29,795 7,545

Details of the joint venture companies are as follows:

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

Attarat Mining Company B.V. Netherlands 45.0 50.0 Mining & supply of oil shale

Attarat Operation and Maintenance Netherlands 45.0 — Operation & maintenance of Power
Company B.V. Ω Plant

Attarat Power Holding Company B.V. Netherlands 45.0 30.0 Investment holding and financing
activities

Bristol Wessex Billing Services Limited England and Wales 50.0 50.0 Billing services

Xchanging Malaysia Sdn. Bhd. Malaysia 50.0 50.0 Mobile internet and cloud-based
technology solutions

Ω Refer Note 14 for the details on the changes of the Group’s effective interest
Annual Report 2017 165

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

15 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)


(a) Joint ventures (continued)

The Group’s share of results of joint ventures is as follows:

Group

2017 2016
RM’000 RM’000

(Loss)/Profit from continuing operations (40,254) 1,972


Foreign exchange differences 15 —

Total comprehensive (loss)/income (40,239) 1,972

(b) Investment in associates

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost 1,078,148 1,030,572 5 5


Group’s share of post-acquisition reserves 1,200,436 1,110,490 — —
Accumulated impairment losses (63,011) (29,596) — —
Written off (5) — (5) —

Group’s share of net assets 2,215,568 2,111,466 — 5

Details of the associates are as follows:

Group’s
effective interest

Country of 2017 2016


Name incorporation % % Principal activities

P.T. Jawa Power Indonesia 20.0* 20.0* Operating a coal-fired thermal power
station

Enefit Jordan B.V. Netherlands 30.0 30.0 Investment holding

ElectraNet Pty. Ltd. Australia 33.5 33.5 Principal electricity transmission

Jimah Power Generation Sdn. Bhd. (In Malaysia 49.0 49.0 Dormant
Creditors’ Voluntary Winding-up) #

* The subgroup’s direct interest in P.T. Jawa Power is 35%.


# Dissolved with effect from 1 September 2017.
166 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

15 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)


(b) Investment in associates (continued)

The summarised financial information of material associates adjusted for any differences in accounting policies between
the Group and the associates and reconciliation to the carrying amount of the Group’s interest in the associates are as
follows:

(i) Summarised financial information:

P.T. Jawa Power ElectraNet Pty. Ltd.

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Non-current assets 4,771,909 4,479,138 9,420,263 8,614,699


Current assets 1,104,305 953,602 262,224 346,529
Non-current liabilities (629,163) (536,661) (7,175,835) (6,298,997)
Current liabilities (357,939) (263,454) (1,001,043) (1,378,942)

Net assets 4,889,112 4,632,625 1,505,609 1,283,289

Profit for the financial year 956,287 1,607,299 160,060 195,698


Other comprehensive income/(loss) — — 55,109 (23,293)

Total comprehensive income 956,287 1,607,299 215,169 172,405

Included in the total comprehensive


income is:
Revenue 2,431,873 2,201,108 1,221,851 1,088,556

Other information:
Dividends received from associate 354,353 370,180 43,755 38,259
Annual Report 2017 167

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

15 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)


(b) Investment in associates (continued)

The summarised financial information of material associates adjusted for any differences in accounting policies between
the Group and the associates and reconciliation to the carrying amount of the Group’s interest in the associates are as
follows: (continued)

(ii) Reconciliation of net assets to carrying amount:

P.T. Jawa Power ElectraNet Pty. Ltd. Total

2017 2016 2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Opening net assets,


1  July 4,632,625 3,855,797 1,283,289 1,190,962 5,915,914 5,046,759
Profit for the financial
year 956,287 1,607,299 160,060 195,698 1,116,347 1,802,997
Other comprehensive
income/(loss) — — 55,109 (23,293) 55,109 (23,293)
Foreign exchange
differences 312,637 227,185 137,764 34,127 450,401 261,312
Dividend paid (1,012,437) (1,057,656) (130,613) (114,205) (1,143,050) (1,171,861)

Closing net assets,


30  June 4,889,112 4,632,625 1,505,609 1,283,289 6,394,721 5,915,914

Interest in associates 35.0% 35.0% 33.5% 33.5%


Carrying amount 1,711,189 1,621,419 504,379 429,902 2,215,568 2,051,321

The individually immaterial associate’s carrying amount for previous financial year ended 30 June 2016 was RM60.2 million,
the Group’s share of profits and total comprehensive income was RM3.3 million. The immaterial associate was restructured
as joint venture during the financial year.

16 INVESTMENTS

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Non-current
Available-for-sale financial assets 287,963 271,359 287,842 266,580
Financial assets at fair value through profit or loss 534,817 — — —

822,780 271,359 287,842 266,580

Current
Financial assets at fair value through profit or loss 2,503,011 — 2,503,011 —
168 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

16 INVESTMENTS (CONTINUED)
(a) Available-for-sale financial assets

The investments are in relation to the following:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Equity investments (quoted in Malaysia) 56,492 51,591 56,492 51,591


Equity investments (quoted outside Malaysia) 24 26 — —
Equity investments (unquoted outside
Malaysia) 47 4,703 — —
Equity investments (unquoted in Malaysia) 231,400 215,039 231,350 214,989

287,963 271,359 287,842 266,580

Fair value gain/(loss) recognised in other


comprehensive income during the financial
year 21,259 (4,574) 21,262 (4,578)

(b) Financial assets at fair value through profit or loss

The investments are in relation to the following:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Income funds*
(quoted in Malaysia) 2,503,011 — 2,503,011 —
(quoted outside Malaysia) 530,771 — — —
Equity investments
(unquoted outside Malaysia) 4,046 — — —

3,037,828 — 2,503,011 —

Fair value gain/(loss) recognised in the income


statement during the financial year 264 — (371) —

* Financial assets at fair value through profit or loss consist of investment in income funds placed with licensed financial
institutions. The income funds in Malaysia are highly liquid and readily convertible to cash.
Annual Report 2017 169

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

17 RECEIVABLES, DEPOSITS AND PREPAYMENTS

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Non-current
Prepayments 189,334 129,820 — —
Receivables from associate# 258,066 236,769 — —
Deposits 1,383 1,320 — —
Shareholder loansΩ 686,795 — — —

1,135,578 367,909 — —

Current
Trade receivables 934,027 813,962 — —
Less: Allowance for impairment of trade receivables (235,623) (248,962) — —

Total trade receivables (net) 698,404 565,000 — —

Other receivables* 250,708 234,845 1,148 1,271


Accrued income 979,093 664,875 — —
Deposits 29,698 28,285 663 663
Interest receivable 2,580 8,066 12 1,109
Prepayments 191,759 222,349 — —

2,152,242 1,723,420 1,823 3,043

# Receivables from associate comprise three loan notes to an associate. The notes have been issued by an associate in
accordance to a loan note facility agreement. These receivables will mature in October 2030. Contingent interests are
receivable on loan notes to the extent that there is sufficient available cash. In the event that cash is insufficient, interest
will be accrued.

Ω Shareholder loans are advances to Attarat Power Holding Company B.V. who wholly own Attarat Power Company (“APCO”).
APCO is developing a 554 megawatt oil shale fired power generation project in the Hashemite Kingdom of Jordan under a
30-year power purchase agreement for the plant’s entire generating capacity with National Electric Power Company
(“NEPCO”), Jordan’s state-owned power utility, with an option for the utility to extend the operating period to 40 years. The
plant is scheduled to commence commercial operations in 2020. The shareholder loans and accrued interest are repayable
on demand.

* A foreign subsidiary of the Group has recognised other receivables, arising from liquidity damages for early termination of
three electricity retail contracts based on the enforceable rights stipulated in the respective contracts. The amount
recognised is based on legal advice and the judgement of management. Legal proceedings are currently on-going to recover
the monies owed from the two customers. Additional information is disclosed in Note 37 to the financial statements.

Credit terms of trade receivables are average at 30 days (2016: 30 days). The Group’s historical experience in collecting trade
receivables falls largely within this period. On this basis, the Directors believe that no additional credit risk beyond the amounts
provided for collection losses is inherent in the Group’s trade receivables.
170 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

17 RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONTINUED)


The ageing analysis of the Group’s and Company’s receivables (excluding prepayments) is as follows:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Neither past due nor impaired 2,272,704 1,281,943 1,823 3,043

1 to 90 days past due not impaired 328,669 178,449 — —


91 to 120 days past due not impaired 21,143 21,721 — —
More than 120 days past due not impaired 284,211 257,047 — —

Total past due not impaired 634,023 457,217 — —

2,906,727 1,739,160 1,823 3,043

Balances past due but not impaired are related to a number of customers which management has assessed that there is no
recent history of default.

The credit quality of receivables that are neither past due nor impaired can be assessed by reference to external credit ratings
(where available) as follows:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

With credit ratings (Moody’s/RAM):


– P1 2,580 8,037 12 1,109
Without external credit ratings 2,270,124 1,273,906 1,811 1,934

2,272,704 1,281,943 1,823 3,043

Receivables without external rating reflect the economic prosperity of the commercial and domestic counterparties across their
respective region. These receivables are generally due from counterparties with good credit standing.

Receivables amounting to RM35.7 million (2016: RM66.4 million) are secured by financial guarantees given by banks and RM17.0
million (2016: RM13.0 million) are secured by cash collateral.
Annual Report 2017 171

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

17 RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONTINUED)


Movements on the Group’s allowance for impairment of receivables are as follows:

Group Company
Trade receivables Other receivables

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

At 1 July 248,962 266,011 189 149,664


Exchange differences 8,274 (25,767) 8 16
Written off during the financial year as uncollectible (98,013) (65,907) — —
Allowance for/(Write back of) impairment of
receivables (net of reversals) 76,400 74,625 (63) (149,491)

At 30 June 235,623 248,962 134 189

The impaired receivables are from counterparties in financial difficulties. These receivables are not secured by collateral or
credit enhancements.

The fair value of receivables approximates their carrying amounts.

18 INVENTORIES
Inventories comprise:

Group

2017 2016
RM’000 RM’000

At cost
Finished goods 20,899 22,695
Spare parts 147,589 133,367
Raw materials 17,707 16,928
Work in progress 39,334 42,299
Development land* — 365,281
Fuel 223,418 225,332

448,947 805,902

The cost of inventories recognised as expense and included in ‘cost of sales’ amounted to RM403 million (2016: RM410 million).

* Development land relates to the acquisition of land at Filton Airfield, Bristol which was acquired by a subsidiary of the Group
during previous financial year. It was reclassified to investment properties during the financial year, refer Note 12.
172 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

19 DERIVATIVE FINANCIAL INSTRUMENTS


The Group’s derivative financial instruments are analysed as follows:

Fair value
Contract/
Notional amount Assets Liabilities
Group RM’000 RM’000 RM’000

2017
Cash flows hedges:
– Fuel oil swaps 1,253,820 43,558 114,185
– Currency forwards 1,345,530 20,801 20,400

Fair value through profit or loss:


– Fuel oil swaps 89,991 — 9,382
– Currency forwards 156,465 1,002 2,450

65,361 146,417

Current portion 51,859 121,980


Non-current portion 13,502 24,437

65,361 146,417

Fair value
Contract/
Notional amount Assets Liabilities
Group RM’000 RM’000 RM’000

2016
Cash flows hedges:
– Fuel oil swaps 1,397,561 45,016 324,867
– Currency forwards 1,633,967 36,868 26,545

Fair value through profit or loss:


– Fuel oil swaps 84,839 12,517 14,105
– Currency forwards 3,549 11 14

94,412 365,531

Current portion 64,547 248,266


Non-current portion 29,865 117,265

94,412 365,531
Annual Report 2017 173

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

19 DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)


Period when the cash flows on cash flow hedges are expected to occur or affect the Income Statement:

(a) Fuel oil swaps

Fuel oil swaps are entered into to hedge highly probable forecast fuel purchases that are expected to occur at various
dates within 33 months (2016: 39 months) from financial year end. The fuel oil swaps have maturity dates that match the
expected occurrence of these transactions. Gains and losses recognised in the hedging reserve prior to the occurrence of
these transactions are transferred to the inventory of fuels upon acquisition or cost of sales upon consumption of natural
gas. The gains and losses relating to fuel oil inventory are subsequently recognised in the Income Statement upon
consumption of the underlying fuels.

The fair value of fuel oil swaps is determined using a benchmark fuel price index at the reporting date.

(b) Currency forwards

Currency forwards are entered into to hedge highly probable forecast transactions denominated in foreign currency
expected to occur at various dates within 36 months (2016: 44 months) from financial year end. The currency forwards
have maturity dates that match the expected occurrence of these transactions.

Gains and losses relating to highly probable forecast fuel payments are recognised in the hedging reserve prior to the
occurrence of these transactions and are transferred to the inventory of fuels upon acquisition or cost of sales upon
consumption of natural gas. The gains and losses relating to fuel oil inventory are subsequently transferred to Income
Statement upon consumption of the underlying fuels.

For those currency forwards used to hedge highly probable forecast foreign currency payments of purchases of property,
plant and equipment, the gains and losses are included in the cost of the assets and recognised in the Income Statement
over their estimated useful lives as part of depreciation expense.

For those currency forwards used to hedge highly probable forecast foreign currency transactions for maintenance
contracts, the gains and losses are included in payments and recognised in the Income Statement over the period of the
contracts.

The fair value of forward currency contracts is determined using quoted forward currency rates at the reporting date.

20 AMOUNTS OWING BY/(TO) IMMEDIATE HOLDING COMPANY AND ULTIMATE HOLDING COMPANY
The amounts owing by/(to) the immediate holding company and ultimate holding company relate to expenses paid on behalf
by/of the Group and the Company. The outstanding amounts are unsecured, repayable on demand and are interest-free.
174 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

21 AMOUNTS OWING BY/(TO) SUBSIDIARIES


The amounts payable within 12 months are in respect of advances and operational expense payments made by a subsidiary on
behalf of the Company.

The amounts owing by/(to) subsidiaries within 12 months are interest free, unsecured, and repayable on demand except for
advances of RM2,421,465,146 (2016: RM1,605,577,391) which bear interest rates ranging from 1.10% to 4.51% (2016: 1.10%
to 4.51%). The remaining amounts receivable within 12 months are in respect of operational expense payments which were
made on behalf of subsidiaries.

As at 30 June 2017, the Company has given corporate guarantees of RM44,822,435 (2016: RM54,959,393) to financial
institutions for trade related financing facilities utilised by its subsidiaries.

22 CASH AND CASH EQUIVALENTS


Cash and cash equivalents included in the Statements of Cash Flows comprise the following:

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

Deposits with licensed banks 8,439,314 9,296,705 34,384 523,054


Cash and bank 506,987 464,628 781 1,180

Cash and bank balances 8,946,301 9,761,333 35,165 524,234


Bank overdrafts 26(a) (3,268) (65,231) — —

Cash and cash equivalents 8,943,033 9,696,102 35,165 524,234

The range of interest rates of deposits that was effective as at the reporting date is as follows:

Group Company

2017 2016 2017 2016


% % % %

Deposits with licensed banks 0.10 – 4.00 0.01 – 3.95 3.10 – 3.15 3.30 – 3.95

Deposits of the Group and the Company have maturity ranging from 1 day to 90 days (2016: 1 day to 90 days).

Bank balances are deposits held at call with banks.

The Group and the Company seek to invest cash and cash equivalents safely and profitably with creditworthy local and offshore
licensed banks. The local and offshore licensed banks have a credit rating of P1 as rated by RAM Rating Services Bhd. and
Moody’s Investors Service, Inc., respectively.
Annual Report 2017 175

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

23 SHARE CAPITAL

Group and Company

2017 2016
RM’000 RM’000

Authorised:
22,730,000,000 ordinary shares of RM0.50 each — 11,365,000

Issued and fully paid:


At the beginning of the financial year:
– 8,101,601,315 (2016: 7,421,649,435) ordinary shares of RM0.50 each 4,050,801 3,710,825

Exercise of share options before 31 January 2017:


– Nil (2016: 5,321,000) ordinary shares of RM0.50 each — 2,661

Exercise of warrants before 31 January 2017:


– 41,374,498 (2016: 674,630,880) ordinary shares of RM0.50 each 20,687 337,315

Transition to no-par value regime* 2,948,277 —

Exercise of warrants on/after 31 January 2017:


– 65,609 ordinary shares 75 —

Warrant reserve 7 —

At the end of the financial year:


– 8,143,041,422 ordinary shares with no-par value (2016: 8,101,601,315 ordinary
shares of RM0.50 each) 7,019,847 4,050,801

The issued and fully paid up share capital of the Company was increased from 8,101,601,315 ordinary shares to 8,143,041,422
following the exercise of 41,440,107 Warrants at an exercise price of RM1.14 per Warrant on the basis of one (1) new ordinary
share for one (1) Warrant. The new ordinary shares rank pari passu in all respects with the existing issued shares of the
Company.

As at 30 June 2017, the Company holds 384,266,779 (2016: 384,265,679) shares as treasury shares. The number of ordinary
shares in issue and fully paid after offsetting treasury shares are 7,758,774,643 (2016: 7,717,335,636).

* Effective from 31 January 2017, the new Companies Act 2016 (“Act”) abolished the concept of authorised share capital and
par value of share capital. Consequently, the credit balance of the share premium of RM2,823,277,087 and capital
redemption reserve account of RM125,000,000 became part of the Company’s share capital pursuant to the transitional
provisions set out in Section 618(2) of the Act. Notwithstanding this provision, the Company may within 24 months from
the commencement of the Act, use this amount for purposes as set out in Section 618(3) and Section 618(4) of the Act.
There is no impact on the number of ordinary shares in issue or the relative entitlement of any of the members as a result
of this transition.
176 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

23 SHARE CAPITAL (CONTINUED)


(a) Warrants 2008/2018

On 18 April 2008, the Company issued 1,776,371,304 detachable warrants (“Warrant”) to its registered shareholders.

The Warrants were constituted under a Deed Poll dated 5 May 2008 and each Warrant entitles its registered shareholder
to subscribe for one (1) new ordinary share in the Company at the exercise price of RM1.25 payable in cash. The exercise
price is subject to adjustments in accordance with the basis set out in the Deed Poll.

Effective from 22 September 2008, the exercise price of Warrant was adjusted from RM1.25 to RM1.21 pursuant to the
share dividend of one (1) treasury share for every forty (40) existing ordinary shares.

Further to the announcement on 20 February 2014 in relation to the share dividend of one (1) treasury share for every
twenty (20) existing ordinary shares held in YTL Power, the exercise price of Warrant was adjusted from RM1.21 to
RM1.14.

The Warrants may be exercised at any time commencing on the date of issue of Warrants on 12 June 2008 but not later
than 11 June 2018. Any Warrants which have not been exercised at date of maturity will lapse and cease to be valid for
any purpose.

The total numbers of Warrants that remain unexercised are as follows:

Group and Company

2017 2016
’000 ’000

At 1 July 157,567 832,198


Exercise of Warrants (41,440) (674,631)

At 30 June 116,127 157,567

(b) Employees’ Share Option Scheme 2011 (“ESOS”)

On 1 April 2011, the Company implemented a new share issuance scheme known as the Employees’ Share Option Scheme
which was approved by the shareholders of the Company at an Extraordinary General Meeting held on 30 November 2010.
The ESOS is valid for a period of ten (10) years and is for employees and Directors of the Company and/or its subsidiaries
who meet the criteria of eligibility for participation as set out in the by-laws of the ESOS (“By-Laws”). The salient terms
of the ESOS are as follows:

(i) The maximum number of shares to be allotted and issued pursuant to the exercise of the options which may be
granted under the ESOS shall not exceed fifteen per cent (15%) of the total issued and paid-up share capital of the
Company at the point of time throughout the duration of the ESOS.
Annual Report 2017 177

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

23 SHARE CAPITAL (CONTINUED)


(b) Employees’ Share Option Scheme 2011 (“ESOS”) (continued)

(ii) Any employee (including the Directors) of the Group shall be eligible to participate in the ESOS if, as at the date of
offer of an option (“Offer Date”), the person:

(a) has attained the age of eighteen (18) years;

(b) is a Director or an employee employed by and on payroll of a company within the Group; and

(c) in the case of employees, has been in the employment of the Group for a period of at least one (1) year of
continuous service prior to and up to the Offer Date, including service during the probation period, and is
confirmed in service. The Options Committee (as defined in the By-Laws) may, at its discretion, nominate any
employee (including Directors) of the Group to be an eligible employee despite the eligibility criteria under
Clause 3.1(iii) of the By-Laws not being met, at any time and from time to time.

(iii) The subscription price for shares under the ESOS shall be determined by the Board of Directors of the Company upon
recommendation of the Options Committee and shall be fixed based on the weighted average market price of shares,
as quoted on Bursa Securities, for the five (5) market days immediately preceding the Offer Date (as defined in the
By-Laws) of the options with a discount of not more than ten per cent (10%), if deemed appropriate, or such lower
or higher limit in accordance with any prevailing guidelines issued by Bursa Malaysia Securities Berhad, or any other
relevant authorities as amended from time to time.

(iv) Subject to By-Law 13, the Options Committee may, at any time and from time to time, before or after an option is
granted, limit the exercise of the option to a maximum number of new ordinary shares of the Company and/or such
percentage of the total ordinary shares of the Company comprised in the options during such financial period(s)
within the option period and impose any other terms and/or conditions deemed appropriate by the Options
Committee in its sole discretion including amending/varying any terms and conditions imposed earlier. Notwithstanding
the above, and subject to By-Laws 10 and 11, the options can only be exercised by the grantee no earlier than three
(3) years after the Offer Date or such other period as may be determined by the Options Committee at its absolute
discretion, by notice in writing to the Options Committee, provided however that the Options Committee may at its
discretion or upon the request in writing by the grantee allow the options to be exercised at any earlier or other
period.

(v) A grantee shall be prohibited from disposing of the new ordinary shares of the Company allotted and issued to him
for a period of one (1) year from the date on which the option is exercised or such other period as may be determined
by the Options Committee at its absolute discretion.

(vi) The person to whom the option has been granted has no right to participate by virtue of the option in any share of
any other company.
178 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

23 SHARE CAPITAL (CONTINUED)


(b) Employees’ Share Option Scheme 2011 (“ESOS”) (continued)

The movement during the financial year in the number of share option of the Company is as follows:

Number of share options

At start At end
of the of the
Exercise financial financial
price year Granted Exercised Lapsed year
Grant date Expiry date RM/share ’000 ’000 ’000 ’000 ’000

01.06.2012 31.03.2021 1.41 81,681 — — (1,000) 80,681


01.06.2012 31.03.2021 1.65 38,036 — — (602) 37,434

119,717 — — (1,602) 118,115

The fair value of options granted in which MFRS 2 applies, were determined using the Trinomial Valuation model.

No share options are being issued for the financial year ended 2017 and 2016.

The principal valuation assumptions used in respect of the Group’s employee’s share option scheme were as follows:

Weighted average share price at date of grant (per share) RM1.63


Expected volatility 21.21%
Expected dividend yield 5.56%
Expected option life 3 years
Risk-free interest rate per annum (based on Malaysian securities bonds) 3.14%

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not
necessarily be the actual outcome.

The options granted to employee were vested on 1 June 2015.


NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

24 RESERVES
(a) Other reserves (Group)

Capital Available- Share Total


redemption Capital for-sale Hedging Statutory option Warrant other
reserve(1) reserve reserve reserve reserve(2) reserve reserve reserves
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2016 145,000 1,151 128,230 (359,740) 34,348 24,261 15,759 (10,991)
Exchange differences — 78 1 (16,941) 2,318 — — (14,544)
Fair value gain — — 21,259 152,801 — — — 174,060
Reclassification — — 305 97,703 — — — 98,008
Share option lapsed — — — — — (320) — (320)
Conversion of warrants — — — — — — (4,144) (4,144)
Redemption of preference
shares by a subsidiary 32,200 — — — — — — 32,200
Transition to no-par value
regime(1) (125,000) — — — — — — (125,000)

At 30 June 2017 52,200 1,229 149,795 (126,177) 36,666 23,941 11,615 149,269

At 1 July 2015 145,000 1,083 132,807 (394,683) 32,324 25,901 83,222 25,654
Exchange differences — 68 (3) (22,077) 2,024 — — (19,988)
Fair value loss — — (4,574) (581,335) — — — (585,909)
Reclassification — — — 638,355 — — — 638,355
Exercise of share options — — — — — (1,180) — (1,180)
Share option lapsed — — — — — (460) — (460)
Conversion of warrants — — — — — — (67,463) (67,463)

At 30 June 2016 145,000 1,151 128,230 (359,740) 34,348 24,261 15,759 (10,991)
Annual Report 2017
179
180 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

24 RESERVES (CONTINUED)
(a) Other reserves (Company)

Available- Share Capital Total


for-sale option Warrant redemption other
reserve reserve reserve reserve(1) reserves
RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2016 128,208 24,261 15,759 125,000 293,228


Fair value gain 21,262 — — — 21,262
Reclassification 305 — — — 305
Share option lapsed — (320) — — (320)
Conversion of warrants — — (4,144) — (4,144)
Transition to no-par value
regime(1) — — — (125,000) (125,000)

At 30 June 2017 149,775 23,941 11,615 — 185,331

At 1 July 2015 132,786 25,901 83,222 125,000 366,909


Fair value loss (4,578) — — — (4,578)
Exercise of share options — (1,180) — — (1,180)
Share option lapsed — (460) — — (460)
Conversion of warrants — — (67,463) — (67,463)

At 30 June 2016 128,208 24,261 15,759 125,000 293,228

Note:
(1) Capital redemption reserve has been set up for purposes of redemption of preference shares in a subsidiary and
cancellation of treasury shares. Effective from 31 January 2017, the new Companies Act 2016 (“Act”) abolished the
concept of authorised share capital and par value of share capital. Consequently, the credit balance of the share
premium and capital redemption reserve account became part of the Company’s share capital pursuant to the
transitional provisions set out in Section 618(2) of the Act. Notwithstanding this provision, the Company may within
24 months from the commencement of the Act, use this amount for purposes as set out in Section 618(3) and Section
618(4) of the Act. There is no impact on the number of ordinary shares in issue or the relative entitlement of any of
the members as a result of this transition. The remaining balance is relating to non-distributable Capital redemption
reserve of a subsidiary.
(2) This represents reserves which need to be set aside pursuant to local statutory requirement of foreign associates.

(b) Treasury shares

The shareholders of the Company, by a resolution passed in the 20th Annual General Meeting held on 22 November 2016,
approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to enhance the
value of the Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the
Company and its shareholders.

During the financial year, the Company repurchased 1,100 (2016: 1,100) of its issued share capital from the open market.
The average price paid for the shares repurchased was RM1.57 per share (2016: RM1.55 per share). The repurchase
transactions were financed by internally generated funds. The repurchased shares are being held as treasury shares in
accordance with Section 127(6) of the Companies Act 2016.
Annual Report 2017 181

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

24 RESERVES (CONTINUED)
(b) Treasury shares (continued)

On 29 August 2017, the Board of Directors declared a share dividend on the basis of one (1) treasury share for every fifty
(50) ordinary shares held. The book closure date for share dividends is on 26 October 2017 and will be credited to entitled
shareholders within 10 market days of the book closure date.

25 DEFERRED TAXATION
The following amounts, determined after appropriate offsetting, are shown in the Statements of Financial Position:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Deferred tax liabilities, net 1,761,764 1,839,883 63 68

The gross movement on the deferred income tax account is as follows:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Deferred tax liabilities 1,761,764 1,839,883 63 68

At 1 July 1,839,883 2,105,425 68 68


Exchange differences 69,798 (107,614) — —
Credited to Income Statement (123,341) (115,938) (5) —

– Property, plant and equipment (106,737) (131,338) (5) —


– Retirement benefits (331) 16,241 — —
– Provision 93 (141) — —
– Tax losses (14,994) — — —
– Others (1,372) (700) — —

Credited to Other Comprehensive Income* (24,576) (41,990) — —

At 30 June 1,761,764 1,839,883 63 68

* This is in relation to re-measurement of post-employment benefit obligations.


182 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

25 DEFERRED TAXATION (CONTINUED)


Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same tax authority.

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Subject to income tax


Deferred tax assets before offsetting:
– Retirement benefits 189,663 158,271 — —
– Provision 4,589 5,180 — —
– Tax losses 14,994 — — —
– Others 817 637 — —

210,063 164,088 — —
Offsetting (210,063) (164,088) — —

Deferred tax assets after offsetting — — — —

Deferred tax liabilities before offsetting:


– Property, plant and equipment 1,952,230 1,984,881 63 68
– Others 19,597 19,090 — —

1,971,827 2,003,971 63 68
Offsetting (210,063) (164,088) — —

Deferred tax liabilities after offsetting 1,761,764 1,839,883 63 68


Annual Report 2017 183

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS

Group Company

2017 2016 2017 2016


Note RM’000 RM’000 RM’000 RM’000

Current
Bank overdrafts 26(a),22 3,268 65,231 — —
Committed bank loans 26(c) 46,094 — — —
Finance lease 26(d) 116,838 126,617 124 —
Revolving credit 26(e) 2,185,809 4,500 — —
Term loans 26(f) 2,368,279 149,080 — —

4,720,288 345,428 124 —

Non-current
Bonds 26(b) 16,117,185 13,240,957 7,254,038 4,758,163
Finance lease 26(d) 51,051 163,921 255 —
Revolving credit 26(e) 188,946 2,079,357 — —
Term loans 26(f) 7,450,192 8,349,646 2,774,221 1,609,000

23,807,374 23,833,881 10,028,514 6,367,163

Total
Bank overdrafts 26(a),22 3,268 65,231 — —
Bonds 26(b) 16,117,185 13,240,957 7,254,038 4,758,163
Committed bank loans 26(c) 46,094 — — —
Finance lease 26(d) 167,889 290,538 379 —
Revolving credit 26(e) 2,374,755 2,083,857 — —
Term loans 26(f) 9,818,471 8,498,726 2,774,221 1,609,000

28,527,662 24,179,309 10,028,638 6,367,163

All borrowings of the subsidiaries are unsecured and on a non-recourse basis to the Company save and except for borrowings
totalling RM4,500,000 (2016: RM4,500,000), for which the Company has provided corporate guarantees to the financial
institutions.

The weighted average effective interest rate of the borrowings of the Group and the Company as at reporting date is as
follows:

Group Company

2017 2016 2017 2016


% % % %

Bank overdrafts 1.25 1.50 — —


Bonds 4.67 4.19 4.70 4.52
Committed bank loans 2.04 — — —
Finance lease 1.44 1.43 2.45 —
Revolving credit 1.73 1.88 — —
Term loans 1.88 1.70 2.53 1.71
184 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
The financial periods in which the borrowings of the Group attain maturity are as follows:

Later than
1 year but
Not later not later Later than
than 1 year than 5 years 5 years Total
Group RM’000 RM’000 RM’000 RM’000

At 30 June 2017
Bank overdrafts 3,268 — — 3,268
Bonds — 2,963,667 13,153,518 16,117,185
Committed bank loans 46,094 — — 46,094
Finance lease 116,838 51,051 — 167,889
Revolving credit 2,185,809 188,946 — 2,374,755
Term loans 2,368,279 5,912,914 1,537,278 9,818,471

4,720,288 9,116,578 14,690,796 28,527,662

At 30 June 2016
Bank overdrafts 65,231 — — 65,231
Bonds — 2,188,163 11,052,794 13,240,957
Finance lease 126,617 163,921 — 290,538
Revolving credit 4,500 2,079,357 — 2,083,857
Term loans 149,080 6,867,121 1,482,525 8,498,726

345,428 11,298,562 12,535,319 24,179,309

The financial periods in which the borrowings of the Company attain maturity are as follows:

Later than
1 year but
Not later not later Later than
than 1 year than 5 years 5 years Total
Company RM’000 RM’000 RM’000 RM’000

At 30 June 2017
Bonds — 2,963,667 4,290,371 7,254,038
Finance lease 124 255 — 379
Term loans — 2,774,221 — 2,774,221

124 5,738,143 4,290,371 10,028,638

At 30 June 2016
Bonds — 2,188,163 2,570,000 4,758,163
Term loans — 1,609,000 — 1,609,000

— 3,797,163 2,570,000 6,367,163


Annual Report 2017 185

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
The carrying amounts of borrowings of the Group and the Company at the reporting date approximated their fair values except
for the bonds.

The fair value of the bonds of the Group and the Company as at the reporting date is as set out below:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Medium Term Notes 7,315,941 4,799,511 7,315,941 4,799,511


3.52% Retail Price Index Guaranteed Bonds 548,537 291,122 — —
5.75% Guaranteed Unsecured Bonds 2,810,758 2,668,006 — —
5.375% Guaranteed Unsecured Bonds 1,455,438 1,398,749 — —
1.75% Index Linked Guaranteed Bonds 1,742,405 1,409,517 — —
1.369% and 1.374% Index Linked Guaranteed
Bonds 1,850,380 1,286,352 — —
1.489%, 1.495% and 1.499% Index Linked
Guaranteed Bonds 1,843,126 1,296,905 — —
2.186% Index Linked Guaranteed Bonds 409,754 382,357 — —
4% Guaranteed Unsecured Bonds 1,866,534 1,807,980 — —

19,842,873 15,340,499 7,315,941 4,799,511

The fair values are within Level 1 of the fair value hierarchy.

(a) Bank overdrafts

Bank overdrafts of RM3,268,386 (GBP584,674) (2016: RM65,231,100 (GBP12,100,000)) are unsecured borrowings of
Wessex Water Services Limited, Wessex Water Limited and SC Technology Nederlands B.V.. The overdrafts are repayable
in full on demand. All bank overdrafts bear interest rate of 1.25% (2016: 1.5%) per annum.

(b) Bonds

(i) Medium Term Notes (“MTN”)

The MTN of the Company were issued pursuant to a Medium Term Notes programme of up to RM5,000,000,000
constituted by a Trust Deed and MTN Agreement, both dated 11 August 2011. The facility bears interest rates
ranging from 4.35% to 4.95% (2016: 4.35% to 4.95%) per annum.

(ii) Islamic Medium Term Notes (“Sukuk Murabahah”)

The Islamic MTN of the Company were issued pursuant to Islamic Medium Term Notes facility of up to RM2,500,000,000
in nominal value under the Shariah principle of Murabahah (via Tawarruq Arrangement) which constituted by a Trust
Deed and Facility Agency Agreement, both dated 20 April 2017. During the financial year, the Company had drawn
down RM2,500,000,000 of Sukuk Murabahah at a profit rate of 5.05% per annum.
186 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
(b) Bonds (continued)

(iii) 3.52% Retail Price Index Guaranteed Bonds (“RPIG Bonds”)

The RPIG Bonds of Wessex Water Services Finance Plc. bear interest semi-annually on 30 January and 30 July at an
interest rate of 3.52% initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June
2017 is 5.71% (2016: 4.57%) per annum. The RPIG Bonds will be redeemed in full by Issuer on 30 July 2023 at their
indexed value together with all accrued interest.

(iv) 5.75% Guaranteed Unsecured Bonds

On 15 October 2003, Wessex Water Services Finance Plc. (“Issuer”), a subsidiary of the Group, issued GBP350,000,000
nominal value 5.75% Guaranteed Unsecured Bonds due 2033 (“5.75% GU Bonds”) unconditionally and irrevocably
guaranteed by Wessex Water Services Limited, a subsidiary of the Group. The 5.75% GU Bonds are constituted under
a Trust Deed dated 15 October 2003. The nominal value of 5.75% GU Bonds issued amounted to GBP350,000,000
and as at 30 June 2017 GBP347,095,909 (2016: GBP346,917,275) remained outstanding, net of amortised fees and
discount. The net proceeds of the 5.75% GU Bonds were used for refinancing of existing financial indebtedness and
for general corporate purposes.

The Bonds bear interest at 5.75% per annum, payable annually on 14 October of each year. The bonds will be
redeemed in full by the Issuer on 14 October 2033 at their nominal value together with all accrued interest.

(v) 5.375% Guaranteed Unsecured Bonds

On 10 March 2005, Wessex Water Services Finance Plc. (“Issuer”), a subsidiary of the Group, issued GBP200,000,000
nominal value 5.375% Guaranteed Unsecured Bonds due 2028 (“5.375% GU Bonds”) unconditionally and irrevocably
guaranteed by Wessex Water Services Limited (“Guarantor”), a subsidiary of the Group. The 5.375% GU Bonds are
constituted under a Trust Deed dated 10 March 2005.

The nominal value of 5.375% GU Bonds issued amounted to GBP200,000,000, of which GBP198,857,580 (2016:
GBP198,750,971) remained outstanding as at 30 June 2017, net of amortised fees and discount. The net proceeds of
the bonds were used for refinancing of existing financial indebtedness and for general corporate purposes.

The Bonds bear interest at 5.375% per annum, payable annually on 10 March of each year. The bonds will be
redeemed in full by the Issuer on 10 March 2028 at their nominal value together with all accrued interest.

(vi) 1.75% Index Linked Guaranteed Bonds

On 31 July 2006, Wessex Water Services Finance Plc. (“Issuer”) issued two (2) tranches of GBP75,000,000 nominal
value 1.75% Index Linked Guaranteed Bonds (“ILG Bonds 1”) unconditionally and irrevocably guaranteed by Wessex
Water Services Limited (“Guarantor”). The ILG Bonds 1 was each constituted under a Trust Deed dated 31 July 2006
and is unsecured.

The ILG Bonds 1 bear interest semi-annually on 31 January and 31 July at an interest rate of 1.75% initially, indexed
up by the inflation rate every year. The effective interest rate as at 30 June 2017 is 3.94% (2016: 2.80%) per annum.
The bonds will be redeemed in full by the Issuer on 31 July 2046 for one tranche, and 31 July 2051 for the other
tranche at their indexed value together with all accrued interest.
Annual Report 2017 187

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
(b) Bonds (continued)

(vii) 1.369% and 1.374% Index Linked Guaranteed Bonds

On 31 January 2007, Wessex Water Services Finance Plc. (“Issuer”) issued GBP75,000,000 nominal value 1.369%
Index Linked Guaranteed Bonds and GBP75,000,000 nominal value 1.374% Index Linked Guaranteed Bonds, both
due 2057 (“ILG Bonds 2”) unconditionally and irrevocably guaranteed by Wessex Water Services Limited (“Guarantor”).
The ILG Bonds 2 were each constituted under a Trust Deed dated 31 January 2007 and are unsecured.

The ILG Bonds 2 bear interest semi-annually on 31 January and 31 July at an interest rate of 1.369% and 1.374%
initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June 2017 is 3.56% (2016:
2.42%) per annum. The bonds will be redeemed in full by the Issuer on 31 July 2057 at their indexed value together
with all accrued interest.

(viii) 1.489%, 1.495% and 1.499% Index Linked Guaranteed Bonds

On 28 September 2007, Wessex Water Services Finance Plc. (“Issuer”) issued GBP50,000,000 nominal value
1.489% Index Linked Guaranteed Bonds, GBP50,000,000 nominal value 1.495% Index Linked Guaranteed Bonds
and GBP50,000,000 nominal value 1.499% Index Linked Guaranteed Bonds, all due 2058 (“ILG Bonds 3”)
unconditionally and irrevocably guaranteed by Wessex Water Services Limited (“Guarantor”). The ILG Bonds 3 were
each constituted under a Trust Deed dated 28 September 2007 and are unsecured.

The ILG Bonds 3 bear interest semi-annually on 29 November and 29 May at an interest rate of 1.489%, 1.495%
and 1.499% initially, indexed up by the inflation rate every year. The effective interest rate as at 30 June 2017 is
4.63% (2016: 2.54%) per annum. The ILG Bonds will be redeemed in full by the Issuer on 29 November 2058 at
their indexed value together with all accrued interest.

(ix) 2.186% Index Linked Guaranteed Bonds

On 7 September 2009, Wessex Water Services Finance Plc. (“Issuer”) issued GBP50,000,000 nominal value 2.186%
Index Linked Guaranteed Bonds due 2039 (“ILG Bonds 4”) unconditionally and irrevocably guaranteed by Wessex
Water Services Limited (“Guarantor”). The ILG Bonds 4 were constituted under a Trust Deed dated 7 September
2009 and are unsecured.

The ILG Bonds 4 bear interest semi-annually on 1 December and 1 June at an interest rate of 2.186% initially,
indexed up by the inflation rate every half year. The effective interest rate as at 30 June 2017 is 3.85% (2016:
2.76%) per annum. The ILG Bonds will be redeemed in full by the Issuer on 1 June 2039 at their indexed value
together with all accrued interest.
188 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
(b) Bonds (continued)
(x) 4% Guaranteed Unsecured Bonds
On 24 January 2012, Wessex Water Services Finance Plc. (“Issuer”), a subsidiary of the Group, issued GBP200,000,000
nominal value 4.00% Guaranteed Unsecured Bonds due 2021 (“4% GU Bonds”) unconditionally and irrevocably
guaranteed by Wessex Water Services Limited (“Guarantor”), a subsidiary of the Group. The 4% GU Bonds are
constituted under a Trust Deed dated 24 January 2012. The nominal value of 4% GU Bonds issued amounted to
GBP200,000,000, of which GBP198,868,328 (2016: GBP198,602,052) remained outstanding as at 30 June 2017, net
of amortised fees and discount. The net proceeds of the 4% GU Bonds were used for refinancing of existing financial
indebtedness and for general corporate purposes.

On 30 August 2012, Wessex Water Services Finance Plc. (“Issuer”), a subsidiary of the Group, issued GBP100,000,000
nominal value 4.00% Guaranteed Unsecured Bonds due 2021 (“4% GU Bonds”) unconditionally and irrevocably
guaranteed by Wessex Water Services Limited (“Guarantor”), a subsidiary of the Group. The 4% GU Bonds are
constituted under a Trust Deed dated 30 August 2012. The nominal value of 4% GU Bonds issued amounted to
GBP100,000,000 of which GBP103,895,370 (2016: GBP104,830,259) remained outstanding as at 30 June 2017, net
of amortised fees and discount. The net proceeds of the 4% GU Bonds were used for refinancing of existing financial
indebtedness and for general corporate purposes.

The Bonds bear interest at 4.00% per annum, payable annually on 24 September of each year. The bonds will be
redeemed in full by the Issuer on 24 September 2021 at their nominal value together with all accrued interest.

The 4% GU Bonds GBP100,000,000 due 24 September 2021 were consolidated to form a single series with the 4%
GU Bonds GBP200,000,000 which was issued on 24 January 2012.

(c) Committed bank loans


Committed bank loans amounted to RM46,094,366 (GBP8,245,714) was drawn down by a subsidiary of the Group during
the financial year and is repayable in full on 28 February 2020. The borrowing is unsecured loan and bears interest rates
ranging from 2.02% to 2.05% per annum.

(d) Finance lease


The Group’s and Company’s finance lease is repayable in instalments until 27 February 2022 and 9 May 2020, respectively.
The Group’s finance lease bears interest rates ranging from 0.92% to 2.47% (2016: 0.92% to 3.85%) per annum and the
Company’s finance lease bears interest rate at 2.45% (2016: Nil) per annum.

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Minimum finance lease payments:


– Not later than 1 year 121,199 134,153 139 —
– Later than 1 year but not later than 5 years 52,264 169,210 265 —
Future finance charges on finance lease (5,574) (12,825) (25) —

Present value of finance lease 167,889 290,538 379 —


Annual Report 2017 189

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
(e) Revolving credit
(i) Revolving credit denominated in Ringgit Malaysia
RM4,500,000 Revolving Credit
Revolving credit facilities of RM4,500,000 was obtained by Konsortium Jaringan Selangor Sdn. Bhd., a subsidiary of
the Group which is joint guaranteed by the Company. The borrowings bear interest rates ranging from 3.98% to
4.03% (2016: 4.22% to 4.26%) per annum and are renewable on monthly basis.

(ii) Revolving credit denominated in Singapore Dollar


SGD700,000,000 Revolving Credit
Revolving credit facilities of RM2,181,309,168 (SGD699,496,270) (2016: RM2,079,356,683 (SGD697,396,258)) is
unsecured loan of YTL PowerSeraya Pte. Limited. The borrowing bears interest rates ranging from 1.31% to 1.80%
(2016: 1.72% to 2.72%) per annum and is repayable in full on 14 September 2017.

(iii) Revolving credit denominated in Great British Pounds


GBP14,500,000 Revolving Credit
Revolving credit facilities of RM81,056,450 (GBP14,500,000) is unsecured loan of Wessex Water Limited. The
borrowing bears interest rates ranging from 1.09% to 1.13% per annum and is repayable in full on 1 September 2021.

GBP19,300,000 Revolving Credit


Revolving credit facilities of RM107,888,930 (GBP19,300,000) is unsecured loan of Wessex Water Limited. The
borrowing bears interest rates ranging from 1.17% to 1.20% per annum and is repayable in full on 24 March 2020.

(f) Term loans


(i) Term loans denominated in Great British Pounds
GBP75,000,000 Unsecured Term Loan
The term loans of RM419,257,500 (GBP75,000,000) (2016: RM404,325,000 (GBP75,000,000)) are unsecured loans
of Wessex Water Services Limited and are guaranteed by Wessex Water Limited. The loans bear interest rates
ranging from 1.00% to 1.21% (2016: 1.16% to 1.23%) per annum and are repayable in full on 22 July 2021.

GBP140,000,000 Unsecured Term Loan


The term loans of RM782,614,000 (GBP140,000,000) (2016: RM754,740,000 (GBP140,000,000)) are unsecured
loans of Wessex Water Services Limited and are guaranteed by Wessex Water Limited. The loans bear interest rates
ranging from 0.57% to 0.85% (2016: 0.85% to 0.87%) per annum and are repayable in full on 15 December 2018.

GBP200,000,000 Unsecured Term Loan


The term loans of RM1,118,020,000 (GBP200,000,000) (2016: RM1,078,200,000 (GBP200,000,000)) are unsecured
loans of Wessex Water Services Limited and are guaranteed by Wessex Water Limited. The first loan of GBP50,000,000
was drawn down on 30 January 2015 bears an interest rate of 2.16% (2016: 2.16%) per annum, the second loan of
GBP50,000,000 was drawn down on 9 March 2015 bears interest rates ranging from 0.95% to 1.19% (2016: 1.14%
to 1.19%) per annum, the third loan of GBP50,000,000 was drawn down on 9 April 2015 bears an interest rate of
1.99% (2016: 1.99%) per annum, and the fourth loan of GBP50,000,000 was drawn down on 25 May 2016 bears
interest rates ranging from 1.21% to 1.50% (2016: 1.50%) per annum. All the loans are repayable in full between
30  January and 25 May 2025.
190 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

26 BORROWINGS (CONTINUED)
(f) Term loans (continued)

(ii) Term loans denominated in US Dollar

USD200,000,000 Unsecured Term Loan

Term loan of RM858,800,000 (USD200,000,000) (2016: RM804,500,000 (USD200,000,000)) was drawn down by
the Company on 28 May 2015 and repayable on 28 May 2020. The borrowing bears interest rates ranging from
2.33% to 2.77% (2016: 1.39% to 2.33%) per annum.

USD200,000,000 Unsecured Term Loan

Term loan of RM858,800,000 (USD200,000,000) (2016: RM804,500,000 (USD200,000,000)) was drawn down by
the Company on 17 December 2015 and repayable on 17 December 2020. The borrowing bears interest rates ranging
from 1.10% to 2.63% (2016: 1.10%) per annum.

USD250,000,000 Unsecured Term Loan

Term loan of RM1,073,500,000 (USD250,000,000) was drawn down by the Company on 31 March 2017 of which
RM1,056,620,973 (USD246,069,160) remained outstanding as at 30 June 2017, net of amortised fees. The borrowing
bears interest rates ranging from 2.18% to 2.24% per annum and is repayable on 31 March 2022.

(iii) Term loans denominated in Singapore Dollar


SGD760,000,000 Unsecured Term Loan

Term loan of RM2,368,278,513 (SGD759,453,089) (2016: RM2,257,587,246 (SGD757,173,077)) is unsecured loan of


YTL PowerSeraya Pte. Limited. The borrowing bears interest rates ranging from 1.31% to 1.80% (2016: 1.72% to
2.72%) per annum and is repayable in full on 14 September 2017.

SGD760,000,000 Unsecured Term Loan

Term loan of RM2,356,079,678 (SGD755,541,200) (2016: RM2,245,794,109 (SGD753,217,772)) is unsecured loan of


YTL PowerSeraya Pte. Limited. The borrowing bears interest rates ranging from 1.41% to 1.90% (2016: 1.82% to
2.82%) per annum and is repayable in full on 14 September 2019.

SGD50,000,000 Unsecured Term Loan

Term loans of RM149,080,000 (SGD50,000,000) of previous financial year are unsecured loan of YTL PowerSeraya
Pte. Limited. The borrowings bear interest rates ranging from 1.02% to 1.10% per annum and were fully repaid
during the financial year.
Annual Report 2017 191

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Defined contribution plan – Current


Malaysia 3,007 2,518 681 327

Defined benefit plan – Non-current


Overseas
– United Kingdom 1,099,962 861,832 — —
– Indonesia 15,550 12,440 — —

1,115,512 874,272 — —

(a) Defined contribution plan

Group companies incorporated in Malaysia contribute to the national defined contribution plan. Once the contributions
have been paid, the Group has no further payment obligations.

(b) Defined benefit plan – United Kingdom

A subsidiary of the Group operates final salary defined benefit plans for its employees in the United Kingdom, the assets
of which are held in separate trustee-administered funds. The latest actuarial valuation of the plan was undertaken by a
qualified actuary as at 30 September 2013. This valuation was updated as at 30 June 2017 using revised assumptions by
the qualified actuary.

(i) Profile of the scheme

The defined benefit obligations include benefits for current employees, former employees and current pensioners.
Broadly, about 34% of the liabilities are attributable to current employees, 17% to former employees and 49% to
current pensioners. The scheme duration is an indicator of the weighted-average time until benefit payments are
made. For the scheme as a whole, the duration is around 20 years reflecting the approximate split of the defined
benefit obligation between current employees (duration of 25 years), deferred members (duration of 25 years) and
current pensioners (duration of 15 years).

(ii) Funding requirements

UK legislation requires that pension schemes are funded prudently. The last funding valuation report, 30 September
2013 showed a deficit of GBP94.6 million (RM528.8 million). The subsidiary is paying deficit contributions of:

• GBP8.6 million (RM48.1 million) by 31 March 2014 and 31 March 2015;

• GBP7.6 million (RM42.5 million) by each 31 March, from 31 March 2016 to 31 March 2020 inclusive;

• GBP10.2 million (RM57.0 million) by each 31 March, from 31 March 2021 to 31 March 2024 inclusive;

which, along with investment returns from return-seeking assets, is expected to make good this shortfall by
31  March 2024.
192 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(b) Defined benefit plan – United Kingdom (continued)

(ii) Funding requirements (continued)

There was a funding valuation at 30 September 2016, which is in the course of being finalised, and during which the
progress towards full funding is being reviewed.

The subsidiary also pays contributions of 18.2% of pensionable salaries in respect of current accrual and non-
investment related expenses, with active members paying a further 7.3% of pensionable salaries on average. A
contribution of GBP7.6 million (RM42.5 million) is expected to be paid by the subsidiary during the year ending on
30  June 2018.

(iii) Risks associated with the scheme

Asset volatility – The liabilities are calculated using a discount rate set with reference to corporate bond yields; if
assets underperform this yield, this will create a deficit. The scheme holds a significant proportion of growth assets
(equities, diversified growth fund and global absolute return fund) which, though expected to outperform corporate
bonds in the long-term, create volatility and risk in the short-term. The allocation to growth assets is monitored to
ensure it remains appropriate given the scheme’s long term objectives.

Changes in bond yields – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities
for accounting purposes, although this will be partially offset by an increase in the value of the scheme’s bond holdings.

Inflation risk – The majority of the scheme’s benefit obligations are linked to inflation and higher inflation will lead to
higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect against
extreme inflation). The majority of the assets are either unaffected by or only loosely correlated with inflation,
meaning that an increase in inflation will also increase the deficit.

Life expectancy – The majority of the scheme’s obligations are to provide benefits for the life of the member, so
increases in life expectancy will result in an increase in the liabilities.

The trustees insure certain benefits payable on death before retirement.

A contingent liability exists in relation to the equalisation of Guaranteed Minimum Pension (“GMP”). The UK
Government intends to implement legislation which could result in an increase in the value of GMP for males. This
would increase the defined benefit obligation of the plan. At this stage, it is not possible to quantify the impact of
this change.
Annual Report 2017 193

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(b) Defined benefit plan – United Kingdom (continued)

The movements during the financial year in the amounts recognised in the Statement of Financial Position are as follows:

2017 2016
RM’000 RM’000

At 1 July 861,832 734,028


Exchange differences 36,951 (95,921)
Pension cost 95,423 99,484
Contributions and benefits paid (88,311) (107,103)
Re-measurement loss 194,067 231,344

At 30 June 1,099,962 861,832

The amounts recognised in the Statement of Financial Position are analysed as follows:

2017 2016
RM’000 RM’000

Present value of funded obligations 4,416,568 3,795,075


Fair value of plan assets (3,316,606) (2,933,243)

Liability in the Statement of Financial Position 1,099,962 861,832

Changes in present value of defined benefit obligations are as follows:

2017 2016
RM’000 RM’000

At 1 July 3,795,075 3,806,216


Exchange differences 152,110 (406,231)
Interest cost 111,752 147,497
Current service cost 65,441 66,435
Contributions by scheme participants 1,090 1,224
Past service cost 545 612
Net benefits paid (131,921) (125,464)
Re-measurement (gain)/loss:
– Actuarial gain arising from demographic assumptions (35,433) (47,738)
– Actuarial loss arising from financial assumptions 548,946 391,693
– Actuarial gain arising from experience adjustments (91,037) (39,169)

Present value of defined benefit obligations, at 30 June 4,416,568 3,795,075


194 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(b) Defined benefit plan – United Kingdom (continued)

Changes in fair value of plan assets are as follows:

2017 2016
RM’000 RM’000

At 1 July 2,933,243 3,072,188


Exchange differences 115,159 (310,310)
Interest income 86,131 119,344
Contributions by employer 88,311 107,103
Contributions by scheme participants 1,090 1,224
Net benefits paid (131,921) (125,464)
Administration expenses (3,816) (4,284)
Re-measurement gain:
– Return on plan assets excluding interest income 228,409 73,442

Fair value of plan assets, at 30 June 3,316,606 2,933,243

The pension cost recognised is analysed as follows:

2017 2016
RM’000 RM’000

Interest cost 25,621 28,153


Current service cost 65,441 66,435
Past service cost 545 612
Administration expenses 3,816 4,284

Total charge to Income Statement 95,423 99,484

The charge to Income Statement was included in the following line items:

2017 2016
RM’000 RM’000

Cost of sales 52,351 53,498


Administrative expenses 17,451 17,833
Interest cost 25,621 28,153

Total charge to Income Statement 95,423 99,484


Annual Report 2017 195

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(b) Defined benefit plan – United Kingdom (continued)

The principal assumptions used in the actuarial calculations were as follows:

2017 2016
% %

Discount rate 2.60 2.90


Expected rate of increase in pension payment 2.20-3.10 1.80-2.70
Expected rate of salary increases 3.20-3.70 1.60-3.30
Price inflation – RPI 3.20 2.80
Price inflation – CPI 2.20 1.80

The Group determines the appropriate discount rate at the end of each financial year. This is the interest rate that should
be used to determine the present value of estimated future cash outflows expected to be required to settle the pension
obligations. In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate
bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity
approximately the terms of the related pension liability.

The mortality assumptions are based upon the recent actual mortality experience of scheme members, and allow for
expected future improvements in mortality rates. The assumptions are that a member currently aged 60 will live, on
average, for a further 27.0 years (2016: 27.0 years) if they are male, and for a further 29.1 years (2016: 29.3 years) if they
are female. For a member who retires in 2037 at age 60 the assumptions are that they will live, on average, for a further
28.2 years (2016: 28.4 years) after retirement if they are male, and a further 30.4 years (2016: 30.9 years) after
retirement if they are female.

The mortality table adopted is based upon 95% of standard tables S2P(M/F)A adjusted to allow for individual years of
birth. Future improvements are assumed to be in line with the CMI 2016 core projection, with a long term improvement
rate of 1.0% p.a. for all members.

Sensitivity analysis:

The key assumptions used for MFRS 119 are: discount rate, inflation and mortality. If different assumptions are used, this
could have a material effect on the results disclosed. The sensitivity of the results to these assumptions are set out below.
For the purposes of these sensitivities, it has been assumed that the change in the discount rate and inflation has no
impact on the value of scheme assets.
196 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(b) Defined benefit plan – United Kingdom (continued)

Sensitivity analysis (continued):

Scheme liabilities Scheme deficit

Increase by Increase from Increase to Increase from Increase to


Key assumptions RM’000 RM’000 RM’000 RM’000 RM’000

A reduction in the discount


rate of 0.1% (from 2.6% to
2.5%) 84,411 4,416,568 4,500,979 1,099,962 1,184,373
An increase in the inflation
of 0.1% (from 2.2% to
2.3% for CPI and 3.2% to
3.3% for RPI) 81,056 4,416,568 4,497,624 1,099,962 1,181,018
An increase in life
expectancy of 1 year 181,678 4,416,568 4,598,246 1,099,962 1,281,640

The plan assets are comprised as follows:

2017 2016

RM’000 % RM’000 %

Equity instrument 1,457,898 44.0 1,357,992 46.3


Debt instrument 1,518,271 45.8 1,415,138 48.2
Property 200,126 6.0 155,261 5.3
Others 140,311 4.2 4,852 0.2

3,316,606 100.0 2,933,243 100.0

2017 2016
RM’000 RM’000

Actual return on plan assets 314,540 192,786


Annual Report 2017 197

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(c) Defined benefit plan – Indonesia

Summary of obligations relating to employee benefits due under prevailing law and regulations as well as under the
Indonesia subsidiary’s regulations are presented as below:

2017 2016
RM’000 RM’000

Obligation relating to post-employment benefits 13,251 10,072


Obligation relating to other long-term employee benefits 2,299 2,368

15,550 12,440

A subsidiary of the Group has a defined contribution pension fund program for its permanent national employees in
Indonesia. The subsidiary’s contribution is 6% of employee basic salary, while the employees’ contribution ranges from 3%
to 14%.

The contributions made to the defined contribution plan are acceptable for funding the post-employment benefits under
the labour regulations.

The obligation for post-employment and other long-term employee benefits were recognised with reference to actuarial
report prepared by an independent actuary. The latest actuarial report was dated 30 June 2017.

(i) Post-employment benefit obligations

The movements during the financial year in the amounts recognised in the Statement of Financial Position are as
follows:

2017 2016
RM’000 RM’000

At 1 July 10,072 7,351


Exchange differences 709 422
Pension cost 1,632 1,222
Contributions and benefits paid (106) (373)
Re-measurement loss 944 1,450

At 30 June 13,251 10,072

The obligations relating to post-employment benefits recognised in the Statement of Financial Position are as
follows:

2017 2016
RM’000 RM’000

Present value of obligations 13,251 10,072


198 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(c) Defined benefit plan – Indonesia (continued)

(i) Post-employment benefit obligations (continued)

Changes in present value of defined benefit obligations are as follows:

2017 2016
RM’000 RM’000

At 1 July 10,072 7,351


Exchange differences 709 422
Interest cost 828 621
Current service cost 804 601
Net benefits paid (106) (373)
Re-measurement loss:
– Actuarial loss arising from financial assumptions 746 1,253
– Actuarial loss arising from experience adjustments 198 197

Present value of defined benefit obligations, at 30 June 13,251 10,072

The pension cost recognised can be analysed as follows:

2017 2016
RM’000 RM’000

Interest cost 828 621


Current service cost 804 601

Total charge to Income Statement 1,632 1,222

(ii) Other long-term employee benefit obligations

The obligations relating to other long-term employee benefits (i.e. long leave service benefits) recognised in the
Statement of Financial Position are as follows:

2017 2016
RM’000 RM’000

Present value of obligations 2,299 2,368


Annual Report 2017 199

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(c) Defined benefit plan – Indonesia (continued)

(ii) Other long-term employee benefit obligations (continued)

The movements during the financial year in the amounts recognised in the Statement of Financial Position are as
follows:

2017 2016
RM’000 RM’000

At 1 July 2,368 1,986


Exchange differences 166 125
Pension cost 556 572
Contributions and benefits paid (791) (315)

At 30 June 2,299 2,368

Changes in present value of defined benefit obligations are as follows:

2017 2016
RM’000 RM’000

At 1 July 2,368 1,986


Exchange differences 166 125
Current service cost 556 572
Net benefits paid (791) (315)

At 30 June 2,299 2,368

The amounts relating to other long-term employee benefit obligations recognised in the Income Statement are as
follows:

2017 2016
RM’000 RM’000

Current service cost 556 572

The charge above was included in the cost of sales.

The principal assumptions used in the actuarial calculations were as follows:

2017 2016
% %

Discount rate 7.0 7.8


Future salary increase rate 9.0 9.0
200 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

27 POST-EMPLOYMENT BENEFIT OBLIGATIONS (CONTINUED)


(c) Defined benefit plan – Indonesia (continued)
Sensitivity analysis:

Reasonably possible changes to the key assumptions, would have affected the defined benefit obligations at the reporting
date by the following amounts:

RM’000 RM’000
Increase Decrease

Discount rate (1% movement) 1,090 1,224


Future salary increase rate (1% movement) 1,544 1,402

This analysis provides an approximation of the sensitivity of the assumption shown, but does not take account of the
variability in the timing of distribution of benefit payments expected under the plan.

28 GRANTS AND CONTRIBUTIONS

Group

2017 2016
RM’000 RM’000

At 1 July 427,843 413,485


Exchange differences 19,404 (28,215)
Acquisition of a subsidiary* 60,732 —
Received during the financial year 54,570 59,578
Amortisation (14,774) (17,005)

At 30 June 547,775 427,843

* This is in relation to acquisition of Albion Water Limited as disclosed in Note 14(c).

Grants and contributions represents government grant in foreign subsidiaries in respect of specific qualifying expenditure on
infrastructure assets, non-infrastructure assets and a cogeneration plant.

29 PAYABLES (NON-CURRENT)

Group

2017 2016
RM’000 RM’000

Deposits 28,244 26,190


Deferred income 713,239 710,798
Payables to non-controlling interest 120,635 113,007

862,118 849,995

Deposits comprise amount collected from retail customers in relation to the provision of electricity and deposits received from
developers of housing development in relation to the provision of water and sewerage infrastructure. The deferred income is
in relation to assets transferred from customers and services of the water and sewerage segment which are yet to be provided.
The fair value of payables approximates their carrying values.
Annual Report 2017 201

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

30 PAYABLES AND ACCRUED EXPENSES (CURRENT)

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Trade payables 539,169 437,412 — —


Duties and taxes payable 15,491 16,859 2 —
Accrued expenses 605,284 589,389 1,260 1,230
Receipts in advance 228,185 234,711 — —
Other payables 313,597 319,458 80,672 63,034
Deposits 71,476 94,846 — —
Deferred income 70,009 48,198 — —

1,843,211 1,740,873 81,934 64,264

Credit terms of trade payables granted to the Group range from 30 to 60 days (2016: 30 to 60 days).

31 PROVISION FOR LIABILITIES AND CHARGES

Group

2017 2016
RM’000 RM’000

At 1 July 36,076 40,617


Exchange differences 12 147
Charge during the financial year — 4,600
Payment (1,053) (9,288)

At 30 June 35,035 36,076

The provision for liabilities and charges relate to scaling down of operations, environmental liabilities and asset retirement
obligation.
202 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

32 AMOUNTS OWING BY/(TO) FELLOW SUBSIDIARIES


The amounts owing by/(to) fellow subsidiaries are unsecured, interest-free and repayable on demand. The amounts owing by/
(to) fellow subsidiaries principally relate to operational expenses and expenses paid on behalf by/of the Group and the
Company.

33 FINANCIAL RISK MANAGEMENT


The Group’s and the Company’s activities expose it to a variety of financial risks, including market risk (comprising of foreign
currency exchange risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk. The Group’s and the Company’s
overall financial risk management objective is to ensure that adequate resources are available to create value for its
shareholders. The Group and the Company focus on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group and the Company. Financial risk management is carried out through
regular risk review analysis, internal control systems and adherence to Group and the Company financial risk management
policies. The Board regularly reviews these risks and approves the appropriate control environment frameworks.

(a) Market risk

(i) Foreign currency exchange risk

Foreign currency exchange risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.

The Group is exposed to risks arising from various currency exposures primarily with respect to the Great British
Pounds and Singapore Dollars. The Group has investments in foreign operations whose net assets are exposed to
foreign currency translation risk. Such exposures are mitigated through borrowings denominated in the respective
functional currencies.

Where necessary, the Group enters into forward foreign currency exchange contracts to limit its exposure on foreign
currency receivables and payables and on cash flows generated from anticipated transactions denominated in foreign
currencies.

The following table illustrates the effects on the Group’s net assets resulting from currency fluctuations (on the basis
all other variables remain constant).

Increase/(Decrease) in Net
assets

2017 2016
Group RM’000 RM’000

5% changes on GBP exchange rate 202,767 170,059


5% changes on SGD exchange rate 438,647 432,916

There is no significant exposure to foreign currency exchange risk at the Company level.
Annual Report 2017 203

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(a) Market risk (continued)

(ii) Interest rate risk

Interest rate exposure arises from the Group’s and the Company’s borrowings, deposits, short-term investments, and
the interest-bearing advances to subsidiaries of the Company. This exposure is managed through the use of fixed
and floating rate debts, as well as through derivative financial instruments, where appropriate, to generate the
desired interest rate profile.

Borrowings issued at variable rates expose the Group to cash flows interest rate risk. However, it is partially offset
by the interest income accruing on fixed deposits.

The interest rate profile of the Group’s and the Company’s significant interest-bearing financial instruments, based
on carrying amounts as at the reporting date, were:

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Fixed rate instruments


Financial assets 962,404 337,101 — —
Financial liabilities 16,246,398 13,467,302 7,254,417 4,758,163

Variable rate instruments


Financial assets 11,473,096 9,296,705 5,568,418 2,370,224
Financial liabilities 12,281,264 10,712,007 3,161,421 2,154,842

At the reporting date, if annual interest rates had been 50 basis points higher/lower respectively, with all other
variables in particular foreign exchange rates and tax rates being held constant, the Group’s and Company’s profit
after tax will be lower/higher by RM61.4 million (2016: RM53.6 million) and RM15.8 million (2016: RM10.8 million),
respectively as a result of increase/decrease in interest expense on these variable rate borrowings.

The excess funds of the Group and the Company are invested in bank deposits and other short-term instruments.
The Group and the Company manage their liquidity risks by placing such excess funds on short-term maturities to
match its cash flow needs. If interest deposit rates increased/decreased by 10 basis points, interest income for the
Group and the Company for the financial year would increase/decrease by RM11.5 million (2016: RM9.3 million) and
RM5.6 million (2016: RM2.4 million), respectively.
204 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(a) Market risk (continued)

(iii) Price risk

Investments

The Group and the Company are exposed to equity securities price risk arising from investments held which are
classified on the Statement of Financial Position as available-for-sale financial assets and investments carried at fair
value through profit or loss. To manage its price risk arising from investments in equity securities, the Group and the
Company diversify their portfolio.

The Group’s and the Company’s investments are measured at fair value. The impact of an increase/decrease on the
fair value to the Group’s and Company’s net assets is approximately RM2.1 million (2016: RM0.5 million) and RM2.1
million (2016: RM0.5 million), respectively. This analysis is based on a 10% increase or decrease in the fair value of
these investments as at the reporting date, with all other variables remaining constant.

Fuel commodity price risk

The Group hedges its fuel commodity price risk by the use of derivative instruments against fluctuations in fuel oil
prices which affect the cost of fuel.

The Group has contracts for the sale of electricity to the Singapore electricity pool at prices that are fixed in advance
every three months and to retail customers (those meeting a minimum average monthly consumption) at prices that
are either fixed in amount or in pricing formula for periods up to a number of years. The fixing of the prices under
the contracts is based largely on the price of fuel oil required to generate the electricity. The Group enters into fuel
oil swaps to hedge against adverse price movements of fuel oil prices. The Group typically enters into a swap to pay
a fixed price and receive a variable price indexed to a benchmark fuel price index.

Exposure to price fluctuations arising from the purchase of fuel oil and natural gas are substantially managed via
swaps where the price is indexed to a benchmark price index, for example 180 CST fuel oil and Dated Brent. The
Group’s exposure to the fluctuation of forward price curve is immaterial.

(b) Credit risk

Credit risk is the potential financial loss resulting from the failure of a counter party to settle their obligations to the Group
and the Company.

The Group’s exposures to credit risk arise primarily from trade and other receivable. For other financial assets (including
short-term investment securities, fixed deposits and derivative financial instruments), the Group minimises credit risk by
dealing with creditworthy counterparties.

The Company’s exposures to credit risk arise from other receivable. For other financial assets (including short-term
investment securities and fixed deposits), the Company minimises credit risk by dealing with creditworthy counterparties.

In the Group’s power generation business in Singapore, credit reviews are performed on all customers with established
credit limits and generally supported by collateral in the form of guarantees. For the Group’s water and sewerage business,
the credit risk of receivables is mitigated through strict collection procedures. In addition, the Directors are of the view
that credit risk arising from these businesses is limited due to the large customer base.
Annual Report 2017 205

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(b) Credit risk (continued)

Transactions involving derivative financial instruments are allowed only with counterparties that are of high credit quality.
As such, management does not expect any counterparties to fail to meet their obligations. The Group considers the risk
of material loss in the event of non-performance by a financial counter party to be unlikely.

At the reporting date, the maximum exposure to credit risk arising from receivables is represented by the carrying
amounts in the Statement of Financial Position, except for trade receivables on electricity sales and physical fuel
transactions where collaterals of RM52.7 million (2016: RM79.4 million) are held in the form of security deposits from
customers and banker’s guarantees.

Intercompany balances

The Company provides unsecured advances to subsidiaries and where necessary makes payments for expenses on behalf
of its subsidiaries. The Company monitors the results of the subsidiaries regularly. As at 30 June 2017, the maximum
exposure to credit risk is represented by their carrying amounts in the Statement of Financial Position.

Management has taken reasonable steps to ensure that intercompany receivables are stated at the realisable values. As
at 30 June 2017, there was no indication that the advances extended to the subsidiaries are not recoverable.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient bank deposits and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due
to the dynamic nature of the underlying businesses, the Group and the Company aim at maintaining flexibility by keeping
committed credit lines available.

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the reporting
date based on undiscounted contractual payments:

Less than Between 1 Over


1 year and 5 years 5 years Total
Group RM’000 RM’000 RM’000 RM’000

2017
Non-derivative financial liabilities
Bonds and borrowings 5,558,698 13,911,460 24,505,275 43,975,433
Trade and other payables including group
entities 1,306,140 148,879 — 1,455,019

Derivative financial liabilities


Gross – Fuel oil swaps 105,966 17,601 — 123,567
Gross – Currency forwards 16,014 6,836 — 22,850

6,986,818 14,084,776 24,505,275 45,576,869


206 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(c) Liquidity risk (continued)

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the reporting
date based on undiscounted contractual payments: (continued)

Less than Between 1 Over


1 year and 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000

Group
2016
Non-derivative financial liabilities
Bonds and borrowings 1,099,670 13,534,435 19,317,177 33,951,282
Trade and other payables including group
entities 1,274,804 139,197 — 1,414,001

Derivative financial liabilities


Gross – Fuel oil swaps 230,234 108,738 — 338,972
Gross – Currency forwards 18,032 8,527 — 26,559

2,622,740 13,790,897 19,317,177 35,730,814

Company
2017
Non-derivative financial liabilities
Bonds and borrowings 413,150 6,981,794 5,090,668 12,485,612
Trade and other payables including
intercompanies 433,509 — — 433,509
Financial guarantee contracts 309,874 — — 309,874

1,156,533 6,981,794 5,090,668 13,228,995

2016
Non-derivative financial liabilities
Bonds and borrowings 247,640 4,549,673 2,842,295 7,639,608
Trade and other payables including
intercompanies 573,579 — — 573,579
Financial guarantee contracts 219,960 — — 219,960

1,041,179 4,549,673 2,842,295 8,433,147


Annual Report 2017 207

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(d) Capital risk

The objectives of the Group and the Company when managing capital are to safeguard the ability of the Group and the
Company to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of capital.

There are external debt covenants such as gearing ratio applicable to the Group and the Company which are not onerous
and the obligation can be fulfilled. As part of its capital management, the Group monitors that these covenants have been
complied with. In addition, consistent with others in the industry, the Group and the Company monitor capital on the basis
of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings
(including ‘current and non-current borrowings’ as shown in the Statement of Financial Position) less cash and bank
balances. Total capital is calculated as ‘equity’ as shown in the Statement of Financial Position plus net debt.

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Total bonds and borrowings (Note 26) 28,527,662 24,179,309 10,028,638 6,367,163
Less: Cash and bank balances (8,946,301) (9,761,333) (35,165) (524,234)

Net debt 19,581,361 14,417,976 9,993,473 5,842,929


Total equity 13,489,680 12,753,318 13,451,940 13,487,703

Total capital 33,071,041 27,171,294 23,445,413 19,330,632

Gearing ratio 59% 53% 43% 30%

To strengthen the capital structure of the Company, all borrowings of subsidiaries are on a non-recourse basis to the
Company save and except for those borrowings guaranteed by the Company as set out in Note 26 to the financial
statements.

(e) Fair value measurement

The Group and the Company measure fair value using the following fair value hierarchy that reflects the significance of
the input used in making the measurements:

(a) Level 1 – quoted price (unadjusted) in active market for identical assets or liabilities;

(b) Level 2 – inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities,
either directly (that is, as prices) or indirectly (that is, derived from prices); and

(c) Level 3 – inputs for the assets or liabilities that are not based on observable market data (that is, unobservable
inputs).

The financial assets included in the Level 3 of the fair value hierarchy for which its valuation is based on actual
performance of the investee entity. The Group and the Company had used valuation model in projecting expected share
price of the investment by using share price of companies in similar industry and adjusted for marketability factor.
208 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(e) Fair value measurement (continued)

Although the Group and the Company believe that estimates of fair value are appropriate, the use of different
methodologies or assumptions could lead to different measurements of fair value. For fair value measurement in Level 3,
if the discount rate used in the marketability factor is to differ by 10% from management’s estimates, the carrying amount
of available-for-sale financial assets would be approximately RM42.1 million (2016: RM39.1 million) lower or higher.

The following table presents the Group’s assets and liabilities that are measured at fair value as at the reporting date:

Level 1 Level 2 Level 3 Total


Group RM’000 RM’000 RM’000 RM’000

2017
Assets
Financial assets at fair value through profit or
loss:
– Trading derivatives — 1,002 — 1,002
– Income funds — 3,033,782 — 3,033,782
– Equity investments — 4,046 — 4,046
Available-for-sale 56,516 97 231,350 287,963
Derivatives used for hedging — 64,359 — 64,359

Total assets 56,516 3,103,286 231,350 3,391,152

Liabilities
Financial liabilities at fair value through profit
or loss:
– Trading derivatives — 11,832 — 11,832
Derivatives used for hedging — 134,585 — 134,585

Total liabilities — 146,417 — 146,417

2016
Assets
Financial assets at fair value through profit or
loss:
– Trading derivatives — 12,528 — 12,528
Available-for-sale 51,617 4,753 214,989 271,359
Derivatives used for hedging — 81,884 — 81,884

Total assets 51,617 99,165 214,989 365,771

Liabilities
Financial liabilities at fair value through profit
or loss:
– Trading derivatives — 14,119 — 14,119
Derivatives used for hedging — 351,412 — 351,412

Total liabilities — 365,531 — 365,531


Annual Report 2017 209

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

33 FINANCIAL RISK MANAGEMENT (CONTINUED)


(e) Fair value measurement (continued)

The following table presents the Company’s assets that are measured at fair value as at the reporting date:

Level 1 Level 2 Level 3 Total


Company RM’000 RM’000 RM’000 RM’000

2017
Assets
Financial assets at fair value through profit or
loss:
– Income funds — 2,503,011 — 2,503,011
Available-for-sale 56,492 — 231,350 287,842

56,492 2,503,011 231,350 2,790,853

2016
Assets
Available-for-sale 51,591 — 214,989 266,580

34 FINANCIAL INSTRUMENTS BY CATEGORY


The table below provides an analysis of the Group’s financial instruments category:

Assets at fair Derivatives


Loans and value through used for Available-
receivables profit or loss hedging for-sale Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2017
Assets as per Statement of
Financial Position
Assets at fair value through profit
or loss — 3,037,828 — — 3,037,828
Available-for-sale financial assets — — — 287,963 287,963
Derivative financial instruments — 1,002 64,359 — 65,361
Trade and other receivables
including group entities1 2,911,844 — — — 2,911,844
Cash and bank balances 8,946,301 — — — 8,946,301

11,858,145 3,038,830 64,359 287,963 15,249,297


210 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

34 FINANCIAL INSTRUMENTS BY CATEGORY (CONTINUED)


The table below provides an analysis of the Group’s financial instruments category: (continued)

Assets at fair Derivatives


Loans and value through used for Available-
receivables profit or loss hedging for-sale Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2016
Assets as per Statement of
Financial Position
Available-for-sale financial assets — — — 271,359 271,359
Derivative financial instruments — 12,528 81,884 — 94,412
Trade and other receivables
including group entities1 1,733,335 — — — 1,733,335
Cash and bank balances 9,761,333 — — — 9,761,333

11,494,668 12,528 81,884 271,359 11,860,439

Other
Liabilities at financial
fair value Derivatives liabilities at
through used for amortised
profit or loss hedging cost Total
Group RM’000 RM’000 RM’000 RM’000

2017
Liabilities as per Statement of Financial
Position
Bonds and borrowings excluding finance lease
liabilities — — 28,359,773 28,359,773
Derivative financial instruments 11,832 134,585 — 146,417
Trade and other payables including group entities2 — — 1,714,824 1,714,824

11,832 134,585 30,074,597 30,221,014

2016
Liabilities as per Statement of Financial
Position
Bonds and borrowings excluding finance lease
liabilities — — 23,888,771 23,888,771
Derivative financial instruments 14,119 351,412 — 365,531
Trade and other payables including group entities2 — — 1,648,188 1,648,188

14,119 351,412 25,536,959 25,902,490


Annual Report 2017 211

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

34 FINANCIAL INSTRUMENTS BY CATEGORY (CONTINUED)


The table below provides an analysis of the Company’s financial instruments category:

Assets at fair
Loans and value through Available-
receivables profit or loss for-sale Total
Company RM’000 RM’000 RM’000 RM’000

2017
Assets as per Statement of Financial Position
Assets at fair value through profit or loss — 2,503,011 — 2,503,011
Available-for-sale financial assets — — 287,842 287,842
Trade and other receivables including intercompanies1 3,002,430 — — 3,002,430
Cash and bank balances 35,165 — — 35,165

3,037,595 2,503,011 287,842 5,828,448

2016
Assets as per Statement of Financial Position
Available-for-sale financial assets — — 266,580 266,580
Trade and other receivables including intercompanies1 1,838,351 — — 1,838,351
Cash and bank balances 524,234 — — 524,234

2,362,585 — 266,580 2,629,165

Other
Liabilities at financial
fair value liabilities at
through amortised
profit or loss cost Total
Company RM’000 RM’000 RM’000

2017
Liabilities as per Statement of Financial Position
Bonds and borrowings excluding finance lease liabilities — 10,028,259 10,028,259
Trade and other payables including intercompanies2 — 511,858 511,858

— 10,540,117 10,540,117

2016
Liabilities as per Statement of Financial Position
Bonds and borrowings — 6,367,163 6,367,163
Trade and other payables including intercompanies2 — 632,043 632,043

— 6,999,206 6,999,206

1 Prepayments and tax recoverable are excluded from the trade and other receivables balance, as this analysis is required
only for financial instruments.
2 Statutory liabilities, deferred income and receipts in advance are excluded from the trade and other payables balance, as
this analysis is required only for financial instruments.
212 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

35 COMMITMENTS AND NON-CANCELLABLE OPERATING LEASE ARRANGEMENTS


(a) Capital commitments

Group

2017 2016
RM’000 RM’000

Contracted, but not provided for 1,348,456 1,559,838


Authorised, but not contracted for 847,928 699,277

The above commitments mainly comprise purchase of property, plant and equipment.

(b) Operating lease arrangements

(i) The Group as lessee

The future minimum lease payments under non-cancellable operating leases contracted for as at the reporting date
but not recognised as liabilities are analysed as follows:

Group

2017 2016
RM’000 RM’000

Lease rental on sublease of office space:


– Not later than 1 year 128,938 112,961
– Later than 1 year but not later than 5 years 394,939 326,156
– Later than 5 years 154,825 154,743

(ii) The Group as lessor

The future minimum lease payments receivable under non-cancellable operating leases contracted for as at the
reporting date but not recognised as receivables are analysed as follows:

Group

2017 2016
RM’000 RM’000

Lease rental income:


– Not later than 1 year 44,757 54,316
– Later than 1 year but not later than 5 years 9 —

In addition, payments receivable under the PPA which are classified as operating lease are as follows:

Group

2017 2016
RM’000 RM’000

Not later than 1 year 39,801 —


Later than 1 year but not later than 5 years 163,275 —
Annual Report 2017 213

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

36 SEGMENTAL INFORMATION
The Group has five reportable segments as described below:
(i) Power generation (Contracted)
(ii) Multi utilities business (Merchant)
(iii) Water and sewerage
(iv) Mobile broadband network
(v) Investment holding activities

Management monitors the operating results of operating segments separately for the purpose of making decisions about
resources to be allocated and of assessing performance.

Multi
Power utilities Mobile Investment
generation business Water and broadband holding
(Contracted) (Merchant)# sewerage network activities Group
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 30 June 2017
Revenue
Total revenue — 5,626,175 3,116,323 830,214 291,284 9,863,996
Inter segment elimination — — — (5,684) (80,400) (86,084)

External revenue — 5,626,175 3,116,323 824,530 210,884 9,777,912

Results
Share of profits of
investments accounted for
using the equity method — — — 2,312 345,755 348,067
Interest income 13,515 2,759 4,465 1,154 300 22,193
Finance cost 17 133,814 420,768 5,634 286,187 846,420
Segment profit/(loss) (102,382) 157,982 877,134 (97,322) 56,795 892,207

Other segment items


Capital expenditures 1,276 66,838 1,060,435 540,173 1,176 1,669,898
Depreciation and amortisation 21,420 326,552 546,723 238,490 4,537 1,137,722
Impairment 4,889 1,638 64,845 11,517 31,698 114,587

Segment assets
Investments accounted for
using the equity method — — 1 9,856 2,235,506 2,245,363
Other segment assets 239,765 12,308,190 18,498,185 2,887,409 12,319,248 46,252,797

239,765 12,308,190 18,498,186 2,897,265 14,554,754 48,498,160

Segment liabilities
Borrowings 1,273 6,905,667 11,460,024 132,060 10,028,638 28,527,662
Other segment liabilities 9,813 1,336,070 4,569,093 316,738 249,104 6,480,818

11,086 8,241,737 16,029,117 448,798 10,277,742 35,008,480


214 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

36 SEGMENTAL INFORMATION (CONTINUED)

Multi
Power utilities Mobile Investment
generation business Water and broadband holding
(Contracted) (Merchant)# sewerage network activities Group
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 30 June 2016
Revenue
Total revenue 290,116 5,686,818 3,350,811 703,598 309,994 10,341,337
Inter segment elimination — — — (1,523) (94,640) (96,163)

External revenue 290,116 5,686,818 3,350,811 702,075 215,354 10,245,174

Results
Share of profits of
investments accounted for
using the equity method — — — 1,972 628,114 630,086
Interest income 64,074 1,018 4,933 941 59 71,025
Finance cost — 172,184 455,978 21,631 244,940 894,733
Segment profit/(loss) 166,793 93,664 963,635 (277,039) 367,087 1,314,140

Other segment items


Capital expenditures 53,800 21,281 1,297,182 283,660 1,003 1,656,926
Depreciation and amortisation 138,417 315,591 594,530 250,154 3,645 1,302,337
(Write back)/Impairment (149,390) 1,715 71,377 3,261 — (73,037)

Segment assets
Investments accounted for
using the equity method — — 1 7,544 2,111,466 2,119,011
Other segment assets 766,383 11,770,129 17,264,351 2,395,414 8,930,303 41,126,580

766,383 11,770,129 17,264,352 2,402,958 11,041,769 43,245,591

Segment liabilities
Borrowings — 6,731,818 10,849,485 230,843 6,367,163 24,179,309
Other segment liabilities 87,997 1,508,889 4,143,655 354,301 218,122 6,312,964

87,997 8,240,707 14,993,140 585,144 6,585,285 30,492,273

# This segment encompasses a large portion of the value chain involved in the generation of electricity. This includes the
generation and sale of electricity to both wholesale and retail markets, as well as oil trading and oil tanking leasing.
Annual Report 2017 215

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

36 SEGMENTAL INFORMATION (CONTINUED)


Geographical information

Revenue and non-current assets information based on the geographical location of customers and assets respectively are as
follows:

Revenue Non-current assets

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Malaysia 869,984 1,011,896 2,544,839 2,232,909


Singapore 5,626,175 5,686,818 10,598,934 10,396,782
United Kingdom 3,140,114 3,373,274 16,918,629 15,378,050
Other countries 141,639 173,186 287,565 223,436

9,777,912 10,245,174 30,349,967 28,231,177

Non-current assets information presented above consist of the following items as presented in the Statement of Financial
Position.

Non-current assets

2017 2016
RM’000 RM’000

Property, plant and equipment 21,334,981 20,009,675


Investment properties 432,935 14,462
Intangible assets 8,392,717 8,077,220
Prepayments 189,334 129,820

30,349,967 28,231,177

Major customers

The following is the major customer with revenue equal or more than 10 per cent of Group’s revenue:

Revenue

2017 2016
RM’000 RM’000 Segment

– Energy Market Company 2,652,274 2,564,496 Multi utilities business (Merchant)


216 YTL POWER INTERNATIONAL BERHAD

NOTES TO THE FINANCIAL STATEMENTS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

37 MATERIAL LITIGATION
In 2015, a foreign subsidiary of the Group commenced proceedings in court against two customers to recover monies due to
the subsidiary under contract, following termination of their electricity retail contracts. The customers have filed their defence
and counterclaims, and the matter is now awaiting trial.

Based on legal advice sought by the board, the subsidiary has strong prospects of succeeding in its claim and the customers
are highly unlikely to succeed in their counterclaims. Thus, no provision has been made for potential losses that may arise from
the counterclaims.

38 APPROVAL OF FINANCIAL STATEMENTS


The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 21
September 2017.

39 SUPPLEMENTARY INFORMATION DISCLOSED PURSUANT TO BURSA MALAYSIA SECURITIES


BERHAD LISTING REQUIREMENT
The following analysis of realised and unrealised retained earnings/(accumulated losses) at the legal entity level is prepared in
accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirement, as issued by the Malaysian Institute
of Accountants whilst the disclosure at the Group and the Company are based on the prescribed format by the Bursa Malaysia
Securities Berhad.

Group Company

2017 2016 2017 2016


RM’000 RM’000 RM’000 RM’000

Retained earnings/(Accumulated losses) of the


Company and its subsidiaries:
– Realised 6,605,037 7,020,127 6,964,279 7,027,599
– Unrealised (215,709) (283,475) (6,209) 34,721

6,389,328 6,736,652 6,958,070 7,062,320


Retained earnings/(Accumulated losses) from
investments accounted for using the equity
method:
– Realised 909,473 942,330 — —
– Unrealised 56,747 66,134 — —

966,220 1,008,464 — —
Add: Consolidation adjustments 460,600 347,603 — —

Total retained earnings 7,816,148 8,092,719 6,958,070 7,062,320

The disclosure of realised and unrealised profits/(losses) above is solely for compliance with the directive issued by the Bursa
Malaysia Securities Berhad and should not be used for any other purpose.
FORM OF
PROXY

I/We (full name as per NRIC/company name in block letters)

NRIC/Company No. (New) (Old)

CDS Account No. (for nominee companies only) Tel. No.

of (full address)

being a member of YTL Power International Berhad hereby appoint (full name as per NRIC in block letters)

NRIC No. (New) (Old)

of (full address)

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the 21st Annual General
Meeting of the Company to be held at Mayang Sari Grand Ballroom, Lower Level 3, JW Marriott Hotel Kuala Lumpur, 183, Jalan Bukit
Bintang, 55100 Kuala Lumpur on Tuesday, 12 December 2017 at 10.00 a.m. and at any adjournment thereof.

My/Our proxy is to vote as indicated below:-

NO. RESOLUTIONS FOR AGAINST


1. Re-election of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping
2. Re-election of Dato’ Yusli Bin Mohamed Yusoff
3. Re-election of Dato’ Sri Michael Yeoh Sock Siong
4. Re-election of Mark Yeoh Seok Kah
5. Re-appointment of Tan Sri Datuk Dr. Aris Bin Osman @ Othman
6. Approval of the payment of Directors’ fees
7. Approval of the payment of meeting attendance allowance to Non-Executive Directors
8. Re-appointment of Messrs. PricewaterhouseCoopers as Company Auditors
9. Approval for Tan Sri Datuk Dr. Aris Bin Osman @ Othman to continue in office as Independent
Non-Executive Director
10. Approval for Tan Sri Dato’ Lau Yin Pin @ Lau Yen Beng to continue in office as Independent Non-
Executive Director
11. Authorisation for Directors to Allot and Issue Shares
12. Proposed Renewal of Share Buy-Back Authority
13. Proposed Renewal of Shareholder Mandate for Existing Recurrent Related Party Transactions of a
Revenue or Trading Nature (“RRPT”) and Proposed New Shareholder Mandate for Additional RRPT

Number of shares held

Signed this day of 2017 Signature


Fold this flap for sealing

Notes:-
1. A member entitled to attend and vote at the meeting may appoint a proxy to vote in his stead. A proxy may but need not be a member of the Company.
A member other than an Authorised Nominee shall not be entitled to appoint more than one proxy to attend and vote at the same meeting and where such
member appoints more than one proxy to attend and vote at the same meeting, such appointment shall be invalid. Where a member of the Company is an
Exempt Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the Exempt Authorised Nominee
may appoint in respect of each Omnibus Account it holds.
2. This original form of proxy and the Power of Attorney or other authority (if any) under which it is signed or notarially certified copy thereof must be lodged
at the office of the appointed share registrar for the Annual General Meeting, Tricor Investor & Issuing House Services Sdn Bhd, at Unit 32-01, Level 32,
Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur not less than 48 hours before the time appointed for
holding the meeting. Facsimile transmission of such documents will not be accepted.
3. In the case of a corporation, this form of proxy should be executed under its Common Seal or under the hand of some officer of the corporation duly
authorised in writing on its behalf.
4. Unless voting instructions are indicated in the spaces provided above, the proxy may vote as he thinks fit.
5. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd,
in accordance with Article 60(2) of the Company’s Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a
General Meeting Record of Depositors as at 5 December 2017. Only a depositor whose name appears on the General Meeting Record of Depositors as at
5  December 2017 shall be entitled to attend the said meeting or appoint proxy to attend and/or vote in his stead.

Then fold here

AFFIX
STAMP

Tricor Investor & Issuing House Services Sdn Bhd


Share Registrar for YTL Power International Berhad’s 21st AGM
Unit 32-01, Level 32, Tower A, Vertical Business Suite
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi
59200 Kuala Lumpur

First fold here


YTL POWER INTERNATIONAL BERHAD
406684-H

11th Floor
Yeoh Tiong Lay Plaza
55 Jalan Bukit Bintang
55100 Kuala Lumpur
Malaysia

Tel • 603 2117 0088


603 2142 6633
Fax • 603 2141 2703

www.ytlpowerinternational.com
www.ytlcommunity.com

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