CP 05
CP 05
CP 05
ANNUAL
REPORT
2018
ANNUAL REPORT 2018
CORPORATE PROFILE
About AmFIRST REIT 6
About The Manager 7
Mission and Core Values 8
Fund Information 9
BUSINESS REVIEW
Chairman’s Statement 10
Management Discussion 14
and Analysis
OUR PEOPLE
Board of Directors 27
Senior Management Team 30
MARKET REPORT 53
SUSTAINABILITY STATEMENT 71
CORPORATE GOVERNANCE
Statement of Corporate 82
Governance
Statement of Risk Management 95
and Internal Control
Audit Committee Report 100
Directors’ Responsibility 103
Statement
Manager’s Report 104
VENUE :
Taming Sari 1 & 2, Ground Floor
The Royale Chulan Kuala Lumpur
5 Jalan Conlay, 50450 Kuala Lumpur
DATE :
Wednesday, 25 July 2018
TIME :
10.00 a.m.
ASSET GROSS
UNDER MANAGEMENT REVENUE
CLOSING NET
UNIT PRICE PROPERTY INCOME
GEARING REALISED
NET PROFIT
46.8%
(31.3.2017 : 46.2%) RM30.7 million
(FY2017 : RM27.9 million)
NAV DPU
PER UNIT PER UNIT
Distribution Yield (based on respective closing market 7.00 5.01 6.80 5.91 7.54
price) (%)
Management Expense Ratio (“MER”) (%)1 0.98 1.04 0.99 0.96 0.88
Portfolio Turnover Ratio (“PTR”) (Times) 2
- - 0.14 - -
The calculation of MER is based on total fees incurred by AmFIRST REIT, including the Manager’s fees, Trustee’s fees,
1
Audit fees, Tax Agent’s fees and administrative expenses, to the average net asset value during the financial year.
The calculation of PTR is based on the average of total acquisition and total disposal of investments in AmFIRST REIT for
2
the financial year to the average net asset value during the financial year.
1.10
2,000
1.00
1,500
0.90
1,000
0.80
0.70 500
0.60 0
Apr 17
May 17
Jun 17
Jul 17
Aug 17
Sep 17
Oct 17
Nov 17
Dec 17
Jan 18
Feb 18
Mar 18
Closing Price (RM) Volume (Unit) (’000)
verage traded price during the year is calculated based on average of opening price and closing price for the financial year.
A
3
Total Return is based on the actual gross income distribution and net change in unit price at the opening and closing of
4
the financial year, over the average unit price of the opening and closing of the respective financial year.
Average Annual Return is computed based on Total Return per unit for the period averaged over number of years.
5
Past performance is not neccesarily indicative of future performance, unit prices and investment returns may fluctuate.
37,944 38,358
76,475
72,802 76,040
66,619
61,092 30,686
27,889
FY2014 FY2015 FY2016 FY2017 FY2018 FY2014 FY2015 FY2016 FY2017 FY2018
NAV Per Unit (after proposed income distribution) Distribution Per Unit
and Closing Unit Price Sen Per Unit
RM
7.35
1.2503 1.2421
1.2011 1.2017 1.2166
5.53
0.98 5.10
0.94
0.75
0.81
4.06 4.20
0.60
FY2014 FY2015 FY2016 FY2017 FY2018 FY2014 FY2015 FY2016 FY2017 FY2018
1,370,131 35.9
1,314,092 32.7
879,287 867,206
849,864 841,597 849,364
FY2014 FY2015 FY2016 FY2017 FY2018 FY2014 FY2015 FY2016 FY2017 FY2018
AmFIRST REIT is one of the largest Malaysian-based commercial real estate investment trusts and owns a diverse portfolio
of nine (9) properties located in Klang Valley (including Cyberjaya), Melaka and Penang, with a total Net Lettable Area (“NLA”)
of 3.2 million sq ft as at 31 March 2018.
Unitholders
Ownership of Assets
Rental income
(Vested in Trustee)
Property
Management Fees
The Manager was incorporated in Malaysia on 20 April 2006 and is wholly-owned by AmREIT Holdings Sdn Bhd (formerly
known as Am ARA REIT Holdings Sdn Bhd) (“AmREIT Holdings”) which in turn is 70% owned by AmInvestment Group
Berhad (“AIGB”) and 30% owned by Amcorp Properties Berhad (“AmProp”).
AIGB is a wholly owned subsidiary of AMMB Holdings Berhad (“AMMB”). AMMB is a public limited liability company
incorporated and domiciled in Malaysia, and listed on the main market of Bursa Securities. The principal activity of AMMB is
that of investment holding and its subsidiaries provide a wide range of retail banking, wholesale banking, investment banking,
Islamic banking and related financial services which also include underwriting of general insurance, stock and share-broking,
futures broking, investment advisory and asset, real estate investment trust and unit trusts management.
AmProp is a 71% owned subsidiary of Amcorp Group Berhad (“AmCorp”), which is also a substantial shareholder of AMMB,
the ultimate holding company of AmREIT. AmProp is a company incorporated in Malaysia and is listed on the Main Market
of Bursa Securities since 1972. AmProp is principally involved in property development, investment and management,
renewable energy and contracting businesses. Its property portfolio includes projects in Malaysia and key global cities such
as London, Tokyo, Madrid and Hong Kong.
AmCorp
13%
AMMB
100% 71%
AIGB AmProp
70% 30%
AmREIT Holdings
100%
AmREIT
In everything we do, we focus on delivering sustainable long-term income distributions and investment performance of our
diversified portfolio of commercial real estate. In accomplishing and looking beyond our mission, we embrace the following
attributes and deliverables to meet our objectives.
ENGAGEMENT SUSTAINABILITY
The following core values demonstrate that we are proactive and resourceful in developing investment and asset management
strategies for the benefit of all Unitholders. We believe in transparency and respect to go far in creating long term trusting
relationships with all stakeholders. We always believe in maintaining our integrity in order to uphold our good reputation in
the REIT industry. As a team, we are collaborative, working together as an efficient and dynamic unit to deliver exceptional
service that others will benchmark against us.
At least 75% of AmFIRST REIT’s total assets must be invested in real estate that generates
recurrent rental income at all times.
Borrowing Limit Not exceeding 50% of the total asset value of AmFIRST REIT at the time the borrowings are
incurred.
Investors’ Profile AmFIRST REIT may appeal to investors with a long term investment horizon seeking sustainable
distribution of income and long term capital growth.
Distribution Policy Income distributions will be paid on a semi-annual basis (or such other intervals as determined
by the Manager).
The Manager intends to distribute at least 90% of the distributable income for each financial
year.
Revaluation Policy The properties will be revalued annually pursuant to Malaysian Financial Reporting Standard
(“MFRS”) 140 and Clause 10.02(b)(i) of the Securities Commission Malaysia (“SC”)’s Guidelines
on Listed Real Estate Investment Trusts (“SC’s REITs Guidelines”).
“Dear Stakeholders,
It is my pleasure to present
to you the Annual Report for
AmFIRST Real Estate Investment
Trust (“AmFIRST REIT” or the
“Trust”) and Audited Financial
Statements for the financial
year ended 31 March 2018
(“FY2018”), on behalf of the
Board of Directors (the “Board”)
and management of AmREIT
Managers Sdn Bhd (formerly
known as Am ARA REIT
Managers Sdn Bhd), the Manager
of AmFIRST REIT
(the “Manager”).
RM114.1
million
For the last one (1) year, the economic and property
market environment faced various challenges and several
uncertainties, particularly the headwind arising from the
up by 2.3% y-o-y oversupply scenario in the office and retail sectors. We had
to ensure that AmFIRST REIT maintain sustainable financial
performance under challenging and competitive market
Realised Net Income condition.
RM30.7
million
Addressing the challenges head-on, AmFIRST REIT recorded
a higher gross revenue of RM114.1 million, which increased by
2.3% as compared to FY2017. We are pleased to announce
up by 10.0% y-o-y that the overall realised net income has improved to RM30.7
million, an increase of 10.0%, mainly due to the higher rental
income contributed by the higher occupancy of the portfolio,
especially at Prima 9 and The Summit-Retail. However, the
profit for the financial year decreased to RM11.3 million
mainly due to revaluation deficit of RM20.5 million arising
from changes in the fair value of investment properties.
“
PERFORMANCE OVERVIEW (CONTD.)
We have
successfully entered
Our efforts to increase the occupancy of the properties
in Cyberjaya and The Summit Subang USJ have yielded
into a tenancy to
good results. We have successfully entered into a tenancy
to occupy the whole building, with option to purchase, for
building, with
October 2017. The Summit Subang USJ’s occupancy,
especially The Summit-Retail component, has seen the
option to purchase,
occupancy increased to 77.9% as at 31 March 2018 as
compared to 74.3% as at 31 March 2017 whilst committed
Occupancy
property. The
Prima 9
vacant building has
As at 31 March 2018
since been occupied
100.0% and contributing to
As at 31 March 2017 our rental income
effective October
Nil
2017.
”
The Summit-Retail
SUSTAINABILITY REPORTING
As at 31 March 2018
We showcase our commitment to sustainability reporting
77.9% as prescribed by Bursa Securities in the Sustainability
Reporting Guide (the “Guide”) by including our inaugural
As at 31 March 2017
sustainability statement in this annual report. The statement
74.3% discloses the Manager’s approach to managing our material
sustainability matters in the context of material economic,
environmental and social (“EES”) risks and opportunities. As
the Manager of the Trust, our priorities will always be our
stakeholders and the performance of the Trust. We therefore
This has proven that the Asset Enhancement Initiatives steer our overall business operations towards improving our
(“AEIs”) that we have undertaken, together with the sustainability performance by disclosing our sustainability
intensified leasing efforts and proactive cost management, initiatives and efforts in the Sustainability Statement through
are bearing good fruits. AmFIRST REIT came through a the formulation of a governance structure, materiality matrix,
difficult year to deliver sustainable financial performance stakeholder engagement table and sustainability narratives
despite the challenging and soft property market. The Board of our EES risks and opportunities. By outlining our current
remains committed to ensure sustainable performance, with efforts, we provide our stakeholders a glimpse of our
good governance, effective engagement with stakeholders, commitment to sustainability, with respect to diversifying our
adherence to compliance requirements and sound funds and portfolio, and build a stepping stone for our future
operational strengths, being the key pillars that underpin the goals at ensuring sustainable growth and development of
long-term growth of AmFIRST REIT. the Trust.
PROPERTY AND ECONOMIC OVERVIEW These transactions mark the formation of a strategic
partnership of the Manager with AmCorp, a prominent
The Malaysian economy continued to show steady growth, property, contracting and renewable energy company listed
registering a GDP growth of 5.9% (2016 : 4.2%), mainly on Bursa Securities.
fuelled by private sector spending and an increase in exports
in 2017 amidst the weakened ringgit, rising inflation and low DISTRIBUTION TO UNITHOLDERS
crude oil prices. The domestic financial markets have been
resilient. The ringgit has strengthened to better reflect the
economic fundamentals. Banking system liquidity remains Full Year DPU
sufficient with financial institutions continuing to operate
with strong capital and liquidity buffers.
“
AWARD AND RECOGNITION
Sincerely,
Soo Kim Wai
Chairman
20 April 2018
Investment Policies (Contd.) The Manager’s acquisition strategy for AmFIRST REIT
to increase net rental income and asset growth will be
(ii) Portfolio Composition (Contd.) based on the following criteria:-
(b) At least 75% of a REIT’s total asset value must • Yield-accretive.
be invested in real estate that generates recurrent • Good location.
rental income at all times. • Healthy tenant mix and occupancy level.
• Value-add opportunities.
(iii) Diversification • Quality building and facilities specifications.
AmFIRST REIT will seek to diversify its real estate AmFIRST REIT intends to hold its properties on a long
portfolio by property type and location and will focus term basis. At any opportune time when there are offers
on investing in real estates which are primarily used for to acquire any of the properties which has reached a
commercial purposes. stage where it offers limited scope for growth to the Trust,
the Manager may consider selling the property and utilise
(iv) Gearing the proceeds for alternative investments that will add
value to its portfolio or to reduce the gearing level.
AmFIRST REIT is able to leverage on borrowings to
make permitted investments that will enhance the (iii) Capital Management Strategy
returns to Unitholders. Under the SC’s REITs Guidelines,
AmFIRST REIT is permitted to procure borrowings not The Manager’s strategy for management of the capital
exceeding 50% of its total asset value. structure of AmFIRST REIT involves adopting and
maintaining an appropriate debt-equity structure with
Investment Strategies gearing to be maintained within the prescribed limit
and utilising an active interest rate management policy
To achieve AmFIRST REIT’s investment objectives, the Manager to manage the risks associated with interest rate
has employed the following three (3) key strategies: - fluctuations. The Manager believes these strategies will: -
Investment Portfolio
There were no material changes in the portfolio composition of AmFIRST REIT during FY2018. AmFIRST REIT’s composition
of investments as at 31 March 2018 is as tabulated below: -
FINANCIAL REVIEW
The total DPU of 4.20 sen per unit or a total paid out of
RM28.8 million represents approximately 94% of the realised
distributable net profit for FY2018. With the 94% distribution
ratio, there will be cash conserved of approximately RM1.9
million to fund the ongoing capital expenditure in order not
to strain the gearing level further. The Manager reviews
the distribution ratio from time to time by taking into
consideration the capital expenditure requirement together
with the prevailing gearing level. However, the policy remains
to distribute at least 90% of the distributable income for
each financial year.
As at 31 March 2018, Total Asset Value was RM1,664.4 As at 31 March 2018, the Trust’s total borrowings was
million, a decrease of 0.9% as compared to that recorded RM779.0 million, increased by RM3.9 million as compared
as at 31 March 2017. This is mainly due to the net deficit to the total borrowings of RM775.1 million as at 31 March
on revaluation of investment properties of RM20.5 million 2017, mainly due to drawdown of revolving credit facilities to
recorded at the end of FY2018. finance the AEIs incurred during the financial year.
There were no new acquisitions or disposals during the During the financial year, unit price registered a decrease of
financial year. The total asset portfolio remains at nine (9) 25.9% from the opening price of RM0.81 as at 1 April 2017
properties. to a closing price of RM0.60 as at 31 March 2018, enlarging
the trading discount to approximately 50.7% to the NAV per
Trade Receivables unit of RM1.2166 as at 31 March 2018. Based on the unit
price of RM0.60 and 686,401,600 units in circulation, market
Trade receivables increased by 17.5% y-o-y partly due to capitalisation as at 31 March 2018 was RM411.8 million,
lower provision for impairment of trade receivables. lower by 25.9% as compared to the market capitalisation of
RM555.9 million as at 31 March 2017.
FINANCIAL REVIEW (CONTD.) As at 31 March 2018, the weighted average maturity was
approximately two (2) years with 36.7% or RM286.0 million
Capital Management of the Trust’s debt maturing in FY2019.
As at 31 March 2018, the Trust’s total borrowings comprise The Manager review the maturity profile of its loan portfolio
of term loans and revolving credit facilities from licensed and will take into account prevailing credit market condition
financial institutions as below: - as well as the potential funding avenue available to diversify
its loan exposure.
As at 31 March 2018, the Trust has cash and bank balances The overall portfolio occupancy rate as at 31 March 2018
of RM1.0 million and deposits with financial institution of was 84.4% compared to 82.6% as at 31 March 2017.
RM2.9 million.
As at As at
Based on the Statement of Cash Flows for FY2018, the Trust 31 March 2018 31 March 2017
has generated net cash from operating activities of RM66.7
Bangunan AmBank 99.6% 99.6%
million (before the payment of interest expenses of RM36.8
million) and utilised cash for investing activities of RM7.7 Menara AmBank 82.4% 90.5%
million primarily for enhancements or AEIs of investment Menara AmFIRST 58.7% 62.0%
properties. The net cash used by the Trust in financing Wisma AmFIRST 66.6% 78.6%
activities of RM62.1 million comprising of the interest paid
The Summit - Office 72.7% 64.4%
net of RM36.8 million, distributed income distribution
totaling RM29.2 million net drawdown of bank borrowings The Summit - Retail 77.9% 74.3%
of RM3.9 million during the financial year under review. Prima 9 100.0% -
Prima 10 60.1% 60.1%
On a net basis, the Trust has a net decrease of cash and
cash equivalent of RM3.0 million for FY2018, which reduced Jaya 99 93.4% 100.0%
the cash and cash equivalent to RM3.9 million as at 31 Mydin HyperMall 100.0% 100.0%
March 2018. Overall Portfolio* 84.4% 82.6%
As at 31 March 2018, the Trust has undrawn banking *excluded The Summit-Hotel
facilities of RM86.0 million, comprising of revolving credit
and overdraft facilities to finance any future funding needs The market remained challenging in FY2018 as more retail
of the Trust. and office spaces entered the market amidst soft demand
due to low business sentiment. We continued to work on
“
the strategy of increasing occupancy levels with aggressive
We have secured marketing packages and rental rates while retaining the
operator at The Following which are updates on the progress made on assets
highlighted in previous financial year; namely Prima 9, The
Summit-Office, Summit-Retail, The Summit-Office and Menara AmFIRST.
”
business volumes for most retailers have grown.
81.4%.
Tenancy Renewal and New Tenancy The properties under the portfolio have a diverse tenant
base across various business sectors to provide the
During FY2018, 708,499 sq ft was renewed out of 805,818 diversification of risk exposure. Following is the tenancy
sq ft of space that are due for renewal, representing a trade mix analysis for retail and office segment of the
renewal rate of 87.9%. One of the key factors behind this properties under the portfolio: -
lower renewal rate is due to the termination of tenancy by
KFM Holdings Sdn Bhd and MyTv Broadcasting from our Tenant Mix for Office Component
Wisma AmFIRST’s Building. Category % of NLA
Banking & Financial Institutions 45.0
Tenancy Renewal and % Rental Reversion as at
31 March 2018 Services & Others 26.5
Jaya 99 - 32,196 18,783 +3.9 Sports Apparel & Accessories / Equipment / 2.2
Retail * Fitness Centre
Key Tenants During the financial year, most of the AEIs which commenced
and reported last year had been completed.
The top 10 largest tenants by rental income in the portfolio
contributed 67.3% to the total rental income of the Trust in For The Summit-Hotel and Office, the façade repainting
FY2018. had been completed together with The Summit-Hotel water
tanks waterproofing improvement, facilities deck planter
box drainage system upgrading and car parks repainting.
Names Trade Sector %
AmBank Group Banking & 36.6
Over at Menara AmBank, the building façade enhancement
Financial
with LED lighting strips and RGB screen had been completed
Institutions
together with the new Building Automation System, air
Mydin Mohamed Holdings Hypermarket 14.2 conditioning ducts decontamination and enhancement to
Berhad the common corridors to keep the building design current.
RBC Investor Services Services 3.2 As for the passenger lifts modernisation, all the 15 numbers
(Malaysia) Sdn Bhd of the low, mid and high zones lifts have been completed
The Summit Hotels Hospitality 2.4 except for the Bomba lift which is in progress and is
Management Sdn Bhd expected to be completed within this year.
Prudential Assurance Services 2.4
Malaysia Berhad As for Bangunan AmBank Group, the cleaning and
decontamination of all the air conditioning AHUs had been
Medical Device Authority - Services 2.3
carried out to improve the efficiency of the air conditioning
Ministry of Health Malaysia
system.
Shook Lin & Bok Advocates & 1.9
Solicitors Jaya 99 on the other hand, went through a rejuvenating
Kimberly-Clark Trading (M) Trading 1.8 makeover by having the façade repainted, ensuring the
Sdn Bhd building presence continued to be felt in the heart of Melaka.
Sudong Sdn Bhd Services 1.5
On the planned capital expenditures for enhancing the
IMC Education Sdn Bhd Education 1.0
assets’ value and competitiveness, upgrading works to the
Total 67.3 lifts at Bangunan AmBank Group, Menara AmBank’s car
park and The Summit-Office will begin this financial year.
AmBank Group continues to remain as the top revenue Other planned AEIs will consist of improving the security
contributor to the Trust, accounting for 36.6% of the total systems at The Summit-Car Park, upgrading of lift lobbies
rental income. and washrooms at The Summit-Office and The Summit-
Hotel HVAC systems.
RISK MANAGEMENT Capital and liquidity risk arises from event of default in
loan covenants which lead to foreclosure by the lenders,
The Manager recognises that it has the responsibility to deteriorating credit market resulting in non-availability
manage risks effectively in order to protect the Trust against of loans, poor liquidity and cash flow management, and
potential losses, damages or failures to achieve the goals underperforming unit price that will cause high dilution
and objectives of the Trust due to uncertain action or event. for new unit issuance.
Risk management is an integral part of the Manager’s The Trust’s capital and liquidity management objectives
corporate governance and has been embedded in the are to safeguard our ability to continue as a going
management processes as part of the Manager’s overall concern and maintain an efficient capital structure in
framework to deliver continuous improvement for the Trust. order to maximise returns to the Unitholders. Our capital
The Manager has established an ongoing process for and liquidity management strategies include:
identifying, evaluating and managing the significant risks
faced by the Trust throughout the financial year under review. (i) Effective cash flow and treasury management.
(ii) Ongoing financial monitoring and interest rate
(a) Interest Rate Risk management.
(iii) Regular review of compliance with loan covenants.
As at 31 March 2018, the Trust’s exposure in interest (iv) Relationship management with bankers, investors
rate risk stems from its borrowings at 46.8% gearing and sponsors.
level and that 63% of its loans are subject to floating (v) Reduction of gearing via strategic divestment of low
rate loans. An adverse interest rate movement will result yielding assets.
in higher interest cost and reduce the net income of the
Trust. The Manager regularly reviews its capital and liquidity
management strategy to ensure that the Trust’s capital
The Manager has adopted a balanced proportion of and liquidity management objectives are met.
fixed and floating rate borrowings as its strategy to
mitigate interest rate risk. To mitigate the interest rate (c) Credit Risk
exposure, the Trust uses fixed rate term loan and IRS
as instruments to hedge against the volatility of interest Credit risk is the risk of reduction in net income due to
rates. high provision for impairment loss or bad debts write
-off and high legal cost incurred to pursue recovery of
As at 31 March 2018, 37% of the loan exposure has outstanding receivables from the tenants.
been hedged via fixed rate term loan and IRS from
financial institutions. The Trust has entered into two (2) Poor credit collections also give rise to cash flows
5-year IRS contracts with a notional amount of RM100.0 problems. The Manager has identified several possible
million each and has RM87.0 million fixed rate term loan causes of credit risk, which include high concentration
as means to mitigate the interest rate exposures. of tenant mix, loose or complex tenancy arrangement
and economic slowdown or rising costs which affect the
The Manager closely monitors the interest rate ability of tenants to pay their rent.
environment and will continue to manage the interest
cost diligently to minimise the Trust’s exposure to To mitigate the Trust’s credit risk exposure, the Manager
adverse movement in interest rates. maintains a policy of collecting security deposits from
all tenants which act as collateral. The Manager also
(b) Capital and Liquidity Risk performs thorough customer due diligence to assess
the tenants’ ability to meet the rental payments prior to
Capital and liquidity risk is associated with the ability of commencing the tenancies.
the Trust to access cash or capital at any given time to
prevent insufficient liquidity to meet its business needs The Manager has implemented effective credit control
and financial obligations, including paying of dividends, measures such as close follow-up on rental arrears
interests and loan repayments. with tenants and the charging of late payment interest
to encourage timely rental payment. The Manager also
maintains good tenant relations to increase timely rental
collections.
RISK MANAGEMENT (CONTD.) For FY2018, our top ten (10) tenants generated 67.3%
of the total rental income, of which 36.6% is by AmBank
(d) Acquisition and Investment Risk Group and 14.2% is by Mydin Mohamed Holdings
Berhad, while the remaining eight (8) tenants have a
Acquisition and investment risks refer to imperil of assets relatively lower percentage ranging from 1% to 3%.
/ investments not being yield accretive, affecting the
overall performance of the Trust. Prior to recommending On the contrary, AmBank Group being the main sponsor
to the Board, the Manager evaluates the proposed of AmFIRST REIT and the 30 years lease with Mydin
investment from financial, legal and technical aspects. Mohamed Holdings Berhad will mitigate the risk
exposure with long term and sustainable rental income.
The Manager will remain very selective and manages such It would then be favourable and an advantage to retain
risk by evaluating potential acquisitions against approved the said tenants.
investment criteria. The Investment Department will evaluate
all proposed acquisitions prior to recommending to the (g) Market Risk
Board. Due diligence will be conducted prior to acquisition.
The glut in office space has resulted in pressure on office
There were no acquisitions or divestments of real estate rental rates due to competition from new office buildings
assets during the financial year. with low occupancy. It is inevitable that competitors will
drop their rental rates to attract tenants from existing
(e) Valuation Risk buildings.
The Manager has great challenges ahead in both
Valuation risk refers to risk that valuation of property
retaining and securing new tenants. The Manager
may not be sustainable, hence affecting the Trust’s
has re-strategised and enhanced its focus to address
asset value, profitability and gearing. The main
adverse risks arising from the market over-supply and
constraints for valuation are rental rates, occupancy
stiff competition. Amongst others, the key strategy
rates and also operational cost. All these factors will be
rolled out was to retain existing tenants by upgrading
monitored by the Manager to ensure that they are not
service level and meeting tenants needs.
compromised and are mitigated with suitable strategies
such as strategic marketing activities, building strong
(h) Operation Risk
relationship with tenants and providing a wider range of
tenant mix.
The Manager is managing nine (9) buildings which make
up the asset portfolio. Apart from building structures,
Various asset management strategies are adopted
these buildings require constant attention on air-
by the Manager to ensure that all the asset under
conditioning system, escalators, elevators, CCTV system
management maintain its high occupancy level and
and fire-fighting system. Inherently as these equipment
rental rates. Strategies such as providing value-added
and machineries comprise of mechanical and electrical
services, improving tenancy mix, organising promotional
components, there are inherent risks associated with
activities within the properties are being implemented to
them. Mechanical and electrical components can be
further attract customers and potential tenants.
faulty during its use due to wear and tear. This would
have an impact on both of its functionality and safety.
(f) Tenant Concentration Risk
The Manager mitigates the risk by appointing
Generally, AmFIRST REIT has a broad mix of tenants
appropriate and competent specialists to ensure that
across its properties. Nevertheless, as reported in the
proper planned maintenance is undertaken accordingly.
Tenancy Mix Analysis section, it is evident that there is
Approved annual budgets for maintenance and where
a tenant concentration risk of over relying on tenants
required, replacements or asset enhancement are
that contribute significant revenue to the Trust, which
provided for to address operations requirement. There
in turn may pose a risk when there is an adverse event
have been asset enhancements carried out for some of
of reduction in rental rate or reduction in office space
the buildings where deemed required.
under current economic conditions.
Length of Tenure as Director 2 years 8 months Length of Tenure as Director 1 year 8 months
(as at 20 April 2018) (as at 20 April 2018)
Board Meeting Attendance in FY2018 4/4 Board Meeting Attendance in FY2018 4/4
Board Committee Membership of the Audit Committee Board Committee Membership of the Audit Committee (Chairman)
Manager Manager
DATO’ ABDULLAH THALITH BIN MD THANI YM RAJA TEH MAIMUNAH BINTI RAJA ABDUL AZIZ
Independent Non-Executive Director Non-Independent Non-Executive Director
Malaysian, Age 63, Male Malaysian, Age 50, Female
Date of Appointment 15 August 2016 Date of Appointment 21 March 2017
Length of Tenure as Director 1 year 8 months Length of Tenure as Director 1 year 1 month
(as at 20 April 2018) (as at 20 April 2018)
Board Meeting Attendance in FY2018 4/4 Board Meeting Attendance in FY2018 3/4
Board Committee Membership of the Audit Committee Board Committee Membership of the Nil
Manager Manager
YM Raja Teh Maimunah has received various awards and accolades including
the ‘Most Influential Brand Leader’ from World Brand Congress in 2016,
‘Most Enterprising Islamic Bank Women CEO of the Year 2016’ by Global
Brands Magazine, Women Icons Malaysia 2017 at the Women Icons Summit
& Awards and Top 10 Malaysian Women in Finance Institutions - Top Asia
Corporate in 2017 by Top 10 of Malaysia.
28 AmFIRST Real Estate Investment Trust l www.amfirstreit.com.my
BOARD
OF DIRECTORS
Mr Wong Khim Chon, a Malaysian, Male, aged 58, was appointed to Encik Zuhairy bin Md Isa joined AmREIT on 15 April 2008 as
the Board of AmREIT, on 8 January 2015. He is currently the Chief the Head, Asset Management where he was responsible for
Executive Officer of AmREIT. overseeing property management, marketing and leasing and
the implementation of organic growth strategies to enhance the
Mr Wong has more than thirty (30) years of experience in the real performance of AmFIRST REIT’s portfolio as well as planning and
estate industry, in areas of building and civil construction, property implementing the asset enhancement initiatives.
development, project management and property management,
including property related asset management for a life insurance On 1 August 2013, he was appointed as the Acting Chief Executive
company. Officer (“CEO”) of AmREIT and responsible for the strategic
direction, investment objectives and operations of AmFIRST REIT
Prior to joining AmREIT, he was attached with Hap Seng Land and AmREIT as well as overseeing the roles as the Head, Asset
Sdn Bhd, a wholly owned subsidiary of Hap Seng Consolidated Management.
Berhad, a well-diversified public listed group of companies with
business activities in both East and Peninsular Malaysia as Senior On 8 January 2015, he was redesignated to Deputy CEO of the
General Manager, Property from 2010 to 2014. He was the Head of Manager and currently responsible for the investment strategies and
Property Management and Leasing Department, responsible for the property portfolio planning of AmFIRST REIT. He currently holds the
group’s investment properties in Peninsular Malaysia, in addition to Capital Market Services Representative’s License under the Capital
overseeing the Sales and Marketing Department for commercial and Markets and Services Act 2007 since April 2014.
residential properties in the Property Development Business Unit.
Encik Zuhairy has more than fifteen (15) years of related working
Mr Wong held the post of Vice Chairman of the MRMA in 2016. experience prior to joining AmREIT. His last position was Assistant
Vice-President II with MIDF Property Berhad, heading the Leasing
Mr Wong holds a Master of Business Administration from University and Marketing Department for Klang Valley region. He was also
of Strathclyde, Glasgow, Scotland, a Bachelor of Engineering responsible in handling the land development matters throughout
(Hons) in Civil Engineering from University of Malaya and a Certified Malaysia as well as Indonesia. He also served as a director for
Diploma in Accounting and Finance of The Association of Chartered the subsidiaries involved in logistics in Malaysia and property
Certified Accountants, United Kingdom. development in Indonesia, namely MIEL Logistics Sdn Bhd and PT
Miel Nusantara Development.
Mr Chong Hong Chuon joined AmREIT on 2 November 2015 as Mr Heong Kim Meng joined AmREIT on 6 June 2014 as Head
Chief Financial Officer. He is overall in charge of the full spectrum Asset Management. He is primarily responsible for the properties
of financial matters relating to AmFIRST REIT and this includes management, marketing and leasing of properties as well as
financial and management reporting, capital management, treasury planning and implementation of asset enhancement initiatives. In
and taxation. June 2016, he became Head of Marketing & Leasing as Management
restructured the Asset Management into Operation and Marketing
Mr Chong started his career as an auditor and has over nineteen & Leasing separately, to streamline and meeting strategic needs.
(19) years of extensive financial and management accounting
experience in real estate industry particularly real estate investment He has more than ten (10) years of related working experience
trust. His last position was General Manager, Finance of Tropicana prior to joining AmREIT. His last position was General Manager
Corporation Berhad. Prior to joining Tropicana Corporation Berhad, of Kwong Hing Group. He was responsible for group operation
he was the Head of Finance of AmREIT and Group Financial and administration, mainly involved in properties management,
Controller of GLM REIT Management Sdn Bhd. marketing and leasing of properties and properties investment.
He holds a Master of Science in Financial Management from The He is an Associate Member of The Chartered Institute of
Robert Gordon University, United Kingdom and is a fellow member Management Accountants, United Kingdom. He is also a Member
of the Association of Chartered Certified Accountants, United of The Malaysian Institute of Accountants.
Kingdom and member of The Malaysian Institute of Accountants.
Mr Ong Boon Hock joined AmREIT on 15 June 2016 as Vice Mr Jayasuraes Naidu a/l Subramaniam joined AmREIT on 4 May
President of Operations Asset Management. 2015 as Vice President of Compliance & Risk. He is primarily
responsible for compliance and risk management activities of
He is primarily responsible for the property management which AmREIT. He has twenty one (21) years of related working experience
includes directly overseeing and setting service levels for the prior to joining AmREIT.
Property Managers. He also plans and implements the asset
enhancement activities. He was also appointed as the Chairperson Apart from specialised knowledge and skills in compliance,
of the Occupational Safety and Health (OSH) Committee of Menara auditing and risk management, he too had an opportunity to
AmFIRST. lead management and its operations regionally in his previous
employment. The combination of experiences that he has gained
He has over twenty one (21) years of related working experience over the years greatly contributes to current organisation and in
prior to joining AmREIT. Prior to joining AmREIT, he was attached discharging his current role.
to a local Property Consultant company as a General Manager.
Formerly, he was with Hap Seng Land Sdn Bhd, part of Hap Seng He began his career with Arthur Andersen & Co., as an external
Consolidated Berhad Group. He also briefly held the post of Centre Auditor in the public accounting firm and later pursued his interest
Manager of Subang Parade while in Hektar REIT. in internal audit function with IGB Corporation Berhad (“IGB”). He
was one of the key members in the Group Internal Audit team in
He spent his career in developing his professional knowledge in IGB during its initial establishment and implementation of internal
Property Management particularly in Shopping Mall Management audit function.
including holding a Complex Manager’s post while he was with
an international property consultant firm, DTZ Nawawi Tie Leung Prior to joining AmREIT, he was attached with Turiya Technologies
Property Consultants Sdn Bhd. He studied in the field of Institute of Pte Ltd, a semi-conductor company based in Singapore. He was
Chartered Secretaries and Administrators and Marketing. the Head of Finance and Risk Management for the Singapore Group
of Companies. He was later promoted to General Manager to helm
the Singapore and China Operations.
Ms Carrie Chua Mooi Chu joined AmREIT in October 2008. She Encik Abdul Rahman bin Mohd Joned joined AmREIT in June
is primarily responsible for the marketing and leasing of space 2007 as Assistant Manager, Finance and subsequently promoted
involving negotiating with new and existing tenants and property to Vice President 2, Finance. He is responsible for financial and
management of the AmFIRST REIT’s portfolios. management reporting, credit control, capital management and
treasury of AmFIRST REIT and assist in investor relation matters.
In addition, she handles all the tenancy related matters, responsible
for oversees the property management aspects in the delivery of He has more than ten (10) years of related working experience prior
tenant care and services and has the responsibility to maximise to joining AmREIT. His last position was Assistant Accountant with
tenant retention, loyalty and satisfaction. Chase Perdana Berhad, a public listed company, responsible for the
preparation of financial and management reports of the company
She has more than twenty (20) years of extensive real estate and its subsidiaries.
experience in various aspect of real estate management, ranging
from sales and marketing, and managing retail mall. She has He started his career as an auditor with Abu Bakar Rajudin & Co.
worked in several public listed companies, handled a variety of and involved in auditing, accounting, taxation, secretarial and due
responsibilities in the areas of development, sales and marketing, diligence works.
leasing of various types of property development and retail
management. He graduated from Universiti Teknologi MARA with a Degree in
Accountancy (Hons). He is also a member of The Malaysian Institute
She holds a London Chamber of Commerce and Industry (“LCCI”) of Accountants.
in Business Accounting and Diploma in Secretarial from Systematic
College.
BANGUNAN
AmBANK GROUP
(“BAG”)
12.1%
66,864
82.6% 43,595
40,734
2,468
Car Park Acquisition Cost Occupancy Rate Major Capital Expenditure Major Tenants
522 RM180.2 million 99.6%* RM0.8 million# AmBank Group
Shook Lin & Bok
Number of Tenants Latest Revaluation Gross Revenue Average Tenancy Period Syed Alwi, Ng & Co.
9 RM260.0 million* RM23.9 million# 3 years
Property Manager
Date of Acquisition Date of Revaluation Net Property Income Valuer Knight Frank Property
21 December 2006 29 January 2018 RM17.6 million# Messrs Cheston International Management Sdn Bhd
(KL) Sdn Bhd
MENARA AmBANK
(“MAB”)
Existing Use
Commercial Office
362,221
0.8% 357,965
0.8%
3.6%
94.8%
14,500
860
Car Park Acquisition Cost Occupancy Rate Major Capital Expenditure Major Tenants
557 RM230.2 million 82.4%* RM2.5 million# AmBank Group
Number of Tenants Latest Revaluation Gross Revenue Average Tenancy Period Property Manager
11 RM321.5 million* RM24.1 million# 3 years Knight Frank Property
Management Sdn
Date of Acquisition Date of Revaluation Net Property Income Valuer Bhd
21 December 2006 30 January 2018 RM15.3 million# Messrs Cheston International
(KL) Sdn Bhd
MENARA AmFIRST
(“MA”)
30,616
29,795
28,147
33.9%
38.3%
0.1%
27.7%
4,709
Car Park Latest Revaluation Net Property Income Valuer Major Tenants
324 RM72.0 million* RM2.7 million# Messrs Rahim & Co KAO (M) Sdn Bhd
Chartered Surveyors Perfect Pentagon Sdn Bhd
Number of Tenants Date of Revaluation Major Capital Expenditure Sdn Bhd Locus-T Online Sdn Bhd
27 21 February 2018 RM0.1 million# Asatsu-DK (Malaysia)
Sdn Bhd
Date of Acquisition Occupancy Rate Average Tenancy Period MTrustee Bhd
21 December 2006 58.7%* 1 - 3 years
Property Manager
Acquisition Cost Gross Revenue Savills (KL) Sdn Bhd
RM57.1 million RM5.1 million#
WISMA AmFIRST
(“WA”)
71,725
9.6%
27.3%
33,356
55.0%
Category sq ft % Total
FY (sq ft) %
Telecommunication / IT /
Electronic / Electrical 14,353 7.6 2019 33,356 17.6
Services & Others 51,617 27.3
2020 71,725 37.9
Logistic & Trading 104,169 55.0
Health / Personal Care 18,224 9.6 2021 84,282 44.5
Advocates & Solicitors 1,000 0.5
Total 189,363 100.0
Total 189,363 100.0
Car Park Latest Revaluation Net Property Income Valuer Major Tenants
645 RM114.0 million* RM5.4 million# Messrs Rahim & Co Kimberly-Clark Trading (M)
International Sdn Bhd Sdn Bhd
Number of Tenants Date of Revaluation Major Capital Expenditure Suruhanjaya Pengangkutan
24 26 February 2018 Nil# Awam Darat
Swisslog Malaysia
Date of Acquisition Occupancy Rate Average Tenancy Period Expeditors (Malaysia)
21 June 2007 66.6%* 2 - 3 years Sdn Bhd
Welch Allyn (M) Sdn Bhd
Acquisition Cost Gross Revenue
RM86.1 million RM9.2 million# Property Manager
Savills (KL) Sdn Bhd
PRIMA 9
Prima 9 is located in Cyberjaya which is known
as the largest Multimedia Super Corridor
Cybercity. It is easily accessible from Putrajaya-
Cyberjaya Expressway and is located about 38
kilometres to the south-west of Kuala Lumpur
city centre. About 200 other multinationals have
invested and relocated within Cyberjaya.
111,224
100%
2019 2020 2021
Category sq ft % Total
FY (sq ft) %
Services & Others 111,224 100.0
2019 - -
Total 111,224 100.0
2020 - -
2021 111,224 100.0
Total 111,224 100.0
Car Park Acquisition Cost Occupancy Rate Net Property Income Valuer
414 RM72.9 million 100.0%* RM1.9 million# Messrs Cheston International
(KL) Sdn Bhd
Number of Tenants Latest Revaluation Gross Revenue Major Capital Expenditure
1 RM73.2 million* RM2.7 million# Nil# Major Tenants
Medical Device Authority
Date of Acquisition Date of Revaluation Average Tenancy Period
30 November 2011 30 January 2018 3 years Property Manager
Savills (KL) Sdn Bhd
PRIMA 10
Prima 10 is located in Cyberjaya which is
known as the largest Multimedia Super Corridor
Cybercity. It is easily accessible from Putrajaya-
Cyberjaya Expressway and is located about 38
kilometres to the south-west of Kuala Lumpur
city centre. About 200 other multinationals have
invested and relocated within Cyberjaya.
100%
2019 2020 2021
Category sq ft % Total
FY (sq ft) %
Services & Others 60,251 100.0
2019 - -
Total 60,251 100.0
2020 - -
2021 60,251 100.0
Total 60,251 100.0
Car Park Acquisition Cost Occupancy Rate Major Capital Expenditure Major Tenants
322 RM61.8 million 60.1%* Nil# RBC Investor Services
(Malaysia) Sdn Bhd
Number of Tenants Latest Revaluation Gross Revenue Average Tenancy Period
1 RM66.3 million* RM3.6 million# 5 years Property Manager
Savills (KL) Sdn Bhd
Date of Acquisition Date of Revaluation Net Property Income Valuer
30 November 2011 30 January 2018 RM2.3 million# Messrs Cheston International
(KL) Sdn Bhd
29.3%
OFFICE
Total
9.0%
FY (Office) (sq ft) %
2019 15,104 9.0
43.4% 2020 1,421 0.8
RETAIL
2021 151,270 90.2
47.6% Total 167,795 100.0
Food & Beverages
Real Estate
Services & Others Total
FY (Retail) (sq ft) %
Category (Retail) sq ft %
2019 9,785 22.6
Food & Beverages 3,902 9.0
2020 14,707 34.0
Real Estate 20,603 47.6
Services & Others 18,770 43.4 2021 18,783 43.4
Total 43,275 100.0 Total 43,275 100.0
Car Park Latest Revaluation Net Property Income Valuer Major Tenants
551 RM102.0 million* RM5.8 million# Messrs Cheston International Prudential Assurance
(KL) Sdn Bhd Malaysia Berhad
Number of Tenants Date of Revaluation Major Capital Expenditure Sudong Sdn Bhd
20 29 January 2018 RM0.1 million# AIA Berhad
KPMG Resources Sdn Bhd
Date of Acquisition Occupancy Rate Average Tenancy Period Ernst & Young Advisory
1 November 2012 93.4%* 3 - 6 years Services
Sdn Bhd
Acquisition Cost Gross Revenue
RM87.2 million RM8.4 million# Property Manager
Malik & Kamaruzaman
Property Management
* As at 31 March 2018 # For FY2018 Sdn Bhd
MYDIN HYPERMALL
Mydin HyperMall is one of the largest wholesale hypermalls
under Mydin, located strategically along Jalan Baru which is the
main service road connecting Bukit Mertajam and Butterworth,
Penang. These are two major rapidly developing towns on the
mainland of Penang. It is also located very strategically close
to nearby towns, transportation centres and major highways
such as Bukit Mertajam town, Butterworth Ferry Terminal and
Lebuhraya Lingkaran Luar Butterworth and North-
South Expressway.
0.1% 0.5%
0.4%
0.5%
2.0% 7.6%
0.9%
4.1%
Category sq ft %
Anchor (Supermarket & Dept. Store) 320,771 83.9
Food & Beverages 15,498 4.1
83.9% Fashion Apparel / Jewellery / Accessories 3,617 0.9
Hobbies, Jewellery / Time Piece /
Gifts & Specialty 7,611 2.0
Electrical / Telecommunication 1,828 0.5
Anchor (Supermarket & Dept. Health / Personal Care / Beauty / Health / Personal Care / Beauty / Optical 1,570 0.4
Store) Optical Leisure & Entertainment, Sports & Fitness 29,054 7.6
Food & Beverages Leisure & Entertainment, Sports Services & Others 502 0.1
& Fitness Home Improvement / Furniture / Deco 1,732 0.5
Fashion Apparel / Jewellery /
Accessories Services & Others Total 382,183 100.0
Hobbies, Jewellery / Time Piece / Home Improvement / Furniture /
Gifts & Specialty Deco *Note: This tenant trade mix is for the type of tenant within the building. For
Electrical / Telecommunication AmFIRST REIT it was only one master tenant (Mydin Mohamed Holdings).
Car Park Acquisition Cost Occupancy Rate Major Capital Expenditure Major Tenants
Car - 1,242 RM254.1 million 100.0%* Nil# Mydin Mohamed Holdings
Motorcycle - 1,236 Bhd
Latest Revaluation Gross Revenue Average Tenancy Period
Number of Tenants RM276.0 million* RM16.3 million# 30 years Property Manager
1 (Master Lease) Savills (KL) Sdn Bhd
Date of Revaluation Net Property Income Valuer
Date of Acquisition 5 February 2018 Messrs Cheston International
RM16.2 million#
29 January 2016 (KL) Sdn Bhd
The Summit Subang USJ is located within one of the commercial hubs of UEP Subang Jaya which comprises mainly
purpose-built commercial buildings and is easily accessible from Lebuhraya Shah Alam (KESAS Highway). The commercial
areas of Subang Jaya and Bandar Sunway are also located within a short distance.
DETAILS OF Description of Property Land Title (Parent Lot) Encumbrances Net Lettable Area
A 13-storey office tower, Title No. GRN 43528 Lien Holder’s Caveat Retail - 570,661 sq ft
PROPERTY a 6-storey retail podium, Lot 14, Pekan Subang Jaya Office - 138,604 sq ft
Location a 332-room 4 star rated District of Petaling Year of Completion Hotel - 286,600 sq ft
The Summit Subang USJ hotel and 1,966 car parking State of Selangor Darul 1998
Persiaran Kewajipan, USJ 1 bays Ehsan Existing Use
47600 UEP Subang Jaya Age of Building Commercial Office, Hotel
Selangor Darul Ehsan Tenure 20 years and Retail Mall
Freehold
12.6%
15.7%
1.9%
OFFICE 5.0%
Category (Office) sq ft %
4.4% 2.4%
0.3%
Car Park Acquisition Cost Occupancy Rate Average Tenancy Period Major Tenants (Retail)
1,966 RM278.7 million Retail - 77.9%* 1 - 3 years Home Product Centre (M)
Office - 72.7%* Sdn Bhd
Number of Tenants Latest Revaluation Hotel - 100.0%* Valuer IMC Education Sdn Bhd
Retail - 73 RM365.1 million* Messrs Rahim & Co. Golden Screen Cinemas
Office - 15 Gross Revenue Chartered Surveyors Sdn Bhd
Hotel - 1 Date of Revaluation RM20.9 million# Sdn Bhd GCH Retail (Malaysia) SB
2 March 2018 Royel Departmental Store
Date of Acquisition Net Property Income Major Tenants (Office) Sdn Bhd
31 March 2008 RM8.8 million# Salcon Engineering Berhad
NOL Global Services Centre Property Manager
Major Capital Expenditure Sdn Bhd Knight Frank Property
RM4.3 million# Bakat Pintar Sdn Bhd Management Sdn Bhd
* As at 31 March 2018 # For FY2018
173,382
166,324 Total
101,511 FY (Office) (sq ft) %
2019 18,542 18.4
2020 48,900 48.6
2021 33,263 33.0
Total 100,705 100.0
48,900
33,263 Total
FY (Retail) (sq ft) %
18,542
2019 173,382 39.3
2020 166,324 37.7
2019 2020 2021 2021 101,511 23.0
Office Total (sq ft) Retail Total (sq ft) Total 441,217 100.0
The Malaysian economy continued with its strong expansion in 2017 with the national gross domestic product (GDP)
growing 5.9% (2016: 4.2%), underpinned by private expenditure and private consumption. On the supply side, the
services and manufacturing sectors continued to be the main drivers of growth. Going forward, domestic demand
is expected to remain resilient and will continue to be the key growth driver for the nation’s economy. The Ministry of
Finance has forecast the country’s 2018 growth to remain at a sustainable level of between 5.0% and 5.5%.
The labour market conditions were also supportive with unemployment rate remaining unchanged at 3.4% in 4Q2017.
For 2018, the unemployment rate is projected at 3.3%.
The Consumer Sentiment Index (CSI), as measured by the Malaysian Institution of Economic Research (MIER), improved
to record at 82.6 points in 4Q2017 (3Q2017: 77.1 points). Although it is still below the 100-point threshold level of
confidence, consumers are generally more optimistic about the economy and the employment outlook.
Meanwhile, inflation, as measured by the annual change in the Consumer Price Index (CPI), moderated slightly to 3.5%
as of 4Q2017 (3Q2017: 3.6%).
Malaysia’s tourism sector continued to remain resilient, posting positive growth in the number of tourist arrivals and
receipts. As of 1H2017 (January to June), Malaysia welcomed a total of circa 13 million tourists, similar to the previous
half-year with a 1.8% increase in tourist receipts to RM38 billion (1H2016: 13 million tourist arrivals with receipts of
RM37 billion). The tourism targets for 2018 are 33 million arrivals with corresponding receipts of RM134 billion. The top
categories of items purchased by tourists in 1H2017 are handicraft & souvenir (89.6%), followed by foodstuff (83.9%).
Accommodation and shopping formed the bulk of tourist expenditure in 1H2017, accounting for some RM10 billion
(25.8%) and RM12 billion (32.3%) respectively (source: Tourism Malaysia).
In 4Q2017, the services sector maintained its position as the dominant contributor to the country’s GDP. The sector’s
contribution has been fairly consistent and on an annual basis, its ranges from about 52.0% to 54.4%. In 2017,
contribution from the services sector accounted for 54.4% of the GDP.
Half of the contribution from the services sector in 2016 comes from the Klang Valley region, with Selangor and Wilayah
Persekutuan Kuala Lumpur (WPKL) accounting for 25.2% and 24.8% share respectively. Other states with notable
contribution (circa 10.0% share each) include Penang and Melaka.
The Table below shows the percentage share of the services sector in relation to the respective state’s GDP.
The services sector is the main key driver in the economic growth of these states / federal territory.
The wholesale and retail trade sub-sector is the largest contributor to the services sector. In the fourth quarter of
2017, contribution from this sector grew by 6.8% to RM47.82 billion compared to the corresponding quarter (4Q2016:
RM44.73 billion) following continued growth in household spending.
Meanwhile, the wholesale and retail trade share for 2017 expanded to 15.1% of total GDP; about 0.2% higher than
the contribution recorded in 2016 (14.9%). The industry’s contribution to GDP is expected to remain fairly constant
underpinned by a more diversified economy structure and anchored by sustained private sector-led and domestic
demand climate.
2.1.1 Supply
There has been steady growth in the supply of office space in Kuala Lumpur.
Chart 1: KL City & KL Fringe - Cumulative Supply of Purpose Built Office Space, 2010 to 2019(f)
KL City KL Fringe
However, since 2010, new supply from KL Fringe has been outpacing KL City, growing 9.1% annually on
average in comparison to a modest 2.4% growth per annum in KL City.
As at 2017, the cumulative supply of purpose-built office space in KL City was recorded at about 51.8 million
sq ft whilst in KL Fringe, it stood at about 28.1 million sq ft.
During 2017, two office buildings were completed in KL City, namely Menara Public Bank 2 (420,000 sq ft
NLA) and JKG Tower (390,000 sq ft NLA) whilst in KL Fringe, five buildings were completed, namely The
Pillars (700,000 sq ft NLA) and Mercu 3 (418,000 sq ft NLA) @ KL Eco City, Menara SUEZCAP 1 (384,000 sq
ft NLA) and Menara SUEZCAP 2 (360,000 sq ft NLA) @ KL Gateway, and Menara KEN TTDI (300,000 sq ft
NLA). Collectively, these completions contributed approximately 3.0 million sq ft of office space to the existing
supply.
There is a high impending supply currently under construction and in the planning pipeline. Between 2018 and
2019, approximately 6.1 million sq ft of office space are expected to enter the market.
Notable office buildings slated for completion by 2018 include The Exchange 106 and Menara Prudential @ Tun
Razak Exchange, and Equatorial Plaza in KL City; Southpoint Office @ Mid Valley City, Mercu 2 @ KL Eco City
and Menara Etiqa in KL Fringe.
2.1.2 Occupancy
In line with higher supply pipeline and flagging demand from traditional occupiers in the Oil & Gas (O&G) and
financial sectors, the overall occupancy rate of office buildings in KL City continued to decline, from 82.8% in
2016 to 80.0% in 2017.
Similarly, the overall occupancy rate in KL Fringe also faced growing pressure following completion of new
buildings which have yet to achieve significant occupancy levels, namely Menara Ken TTDI and Mercu 3 @ KL
Eco City. Despite improved take-ups in Wisma Guocoland @ Damansara City and Centrepoint North @ Mid
Valley City, the overall occupancy for KL Fringe was also lower in 2017, analysed at 89.1% (2016: 90.8%).
Chart 2: Kuala Lumpur - Overall Occupancy of Purpose Built Office Space, 2010 to 2017
Occupancy (%)
100.0
90.0
80.0
70.0
60.0
50.0
40.0
30.0
20.0
10.0
0.0
2010 2011 2012 2013 2014 2015 2016 2017
KL City KL Fringe
Prime A+ and Grade A office space in the Golden Triangle of Kuala Lumpur (GT) have consistently command
higher rentals when compared to similar grade A office buildings in the Central Business District (CBD).
Chart 3: KL City - Average Rental Rates of Prime Office Space, 2010 to 2017
10.0
8.0
6.0
4.0
2.0
0.0
2010 2011 2012 2013 2014 2015 2016 2017
The average achieved rental rates of office space in the GT and CBD of Kuala Lumpur declined to RM7.50 per
sq ft and RM5.22 per sq ft per month in 2017 respectively (2016: RM7.61 per sq ft and RM5.33 per sq ft per
month respectively).
Prime A+ office space in the GT, however, continues to command higher rentals, above the RM10.00 per sq ft
per month mark. As at 2017, the average rental rate for Prime A+ office space was recorded at RM11.33 per
sq ft per month.
Meanwhile, in KL Fringe, rental rates generally continued to hold steady, recording at RM4.83 per sq ft and
RM5.66 per sq ft per month for the localities of Damansara Heights / Taman Tun Dr. Ismail and Mid Valley City
/ Bangsar / Pantai respectively.
Office buildings in KL Sentral continue to record higher average rental rate in excess of RM6.50 per sq ft per
month as the locality remains popular and attractive attributed to its position as the country’s largest integrated
transportation hub offering easy accessibility and seamless connectivity.
Chart 4: KL Fringe - Average Rental Rates of Purpose-built Office Space, 2010 to 2017
6.0
5.0
4.0
3.0
2.0
1.0
0.0
2010 2011 2012 2013 2014 2015 2016 2017
The tenant-led Kuala Lumpur office market is expected to remain subdued in the short to medium term as
mismatch between supply and demand continues to widen. With a high incoming supply pipeline coupled with
weak occupational demand, pressure continues to mount on both rental and occupancy levels.
To remain relevant and competitive in this challenging office environment, there may be opportunities for dated
buildings to undergo re-positioning and redevelopment to match market demand.
On a positive note, the recent freeze on development approvals for four types of development components,
including offices priced over RM1 million, may provide some relief to landlords of newly completed office
buildings that have yet to achieve significant occupancy levels although it is not expected to correct the
oversupplied market in the near term.
The fully operational Sungai Buloh – Kajang Mass Rapid Transit (MRT) line is expected to boost demand for
offices in established and upcoming decentralised office locations.
2.2 Selangor
2.2.1 Supply
As at 1H2017, the cumulative supply of purpose-built office space in Selangor stands at circa 37.0 million sq ft.
There has been a steady growth in the supply of office space from 2010 to 2016, averaging at circa 4.8% per
annum.
Notable office buildings completed during 1H2017 include Block G (148,000 sq ft NLA) and Block H (239,000
sq ft NLA) of Empire City in Petaling Jaya.
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
2010 2011 2012 2013 2014 2015 2016 2017
There is an impending supply of some 4.8 million sq ft of purpose-built office space currently being developed
in Selangor. The majority of this incoming supply will come from the localities of Subang Jaya and Sepang,
accounting for 46.5% (2.2 million sq ft) and 30.2% (1.5 million sq ft) of space respectively. Meanwhile, the
localities of Petaling Jaya and Shah Alam will collectively see an additional supply of about 583,000 sq ft and
540,000 sq ft respectively.
Notable office completions in Selangor between 2018 and 2019 include Nucleus Tower (238,000 sq ft NLA),
Menara Star 2 (216,000 sq ft NLA) and Tower 6 of SkyPark (178,000 sq ft NLA).
2.2.2 Occupancy
The overall occupancy rate for purpose-built office space in Selangor has consistently hovered above 75%.
However, in 1H2017, it dipped marginally to record at 74.7%, impacted by the challenging office environment.
Occupancy (%)
100.0
90.0
80.0
70.0
60.0
50.0
40.0
30.0
20.0
10.0
0.0
2010 2011 2012 2013 2014 2015 2016 1H2017
Source : NAPIC
Selected established and growing office locations in the state, which include Sunway City, Bandar Utama,
Shah Alam, and Kelana Jaya, continued to maintain high occupancy levels in excess of 80%.
Decentralised office locations in Selangor continue to grow in popularity due to the availability of good grade
office space at attractive rental rates, further supported by improved infrastructure providing easy accessibility
and good connectivity via the fully operational MRT Line 1 as well as the existing LRT and KTM Komuter lines.
Strategically located along the busy Federal Highway, UOA Business Park, featuring nine mid-rise office blocks,
is an example of an upcoming decentralised office location. The project, by a reputable developer, is within a
short walking distance (via a connecting bridge) to the Subang KTM Komuter.
The overall average rental rate for purpose-built office space in Selangor was recorded at RM3.34 per sq ft per
month in 2016, a marginal increase from the 2015 level (RM3.30 per sq ft per month). This positive rental growth
was mainly attributed to the entry of newly completed office buildings such as Block 9 of UOA Business Park,
which generally command higher rents.
Chart 7: Selangor - Overall Average Rental Rate of Purpose-Built Office Space, 2010 to 1H2017
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.0
2010 2011 2012 2013 2014 2015 2016 1H2017
As of 1H2017, the overall rental rate for Selangor remained relatively stable and was recorded at RM3.36 per
sq ft per month.
In the short term, the Selangor office market is expected to remain resilient with the overall occupancy and
rental levels continuing to hold steady. However, the impending new supply of some 4.8 million sq ft, with
completion slated in the next few years, may heighten competition moving forward.
Notable infrastructure projects that include the fully operational Sungai Buloh – Kajang Mass Rapid Transit
(MRT line 1) and the extensions to the Ampang and Kelana Jaya light rail transit (LRT) lines have improved
accessibility and connectivity within the Greater Kuala Lumpur. This is expected to augur well for new and
upcoming office locations along these transportation routes.
In the short term, demand for good grade dual compliant (MSC Status and GBI certified) office buildings,
particularly those forming part of larger integrated mixed-use developments in these established fringe and
upcoming office locations, are expected to remain strong due to limited availability of such space.
2.3 Melaka
2.3.1 Supply
The cumulative supply of purpose-built office space in Melaka stood at 4.33 million sq ft as of 1H2017. The
completion of one office building in the 2H2016 added 53,863 sq ft of space to the existing stock.
Melaka Tengah constitutes circa 2.68 million sq ft or 62.0% of office supply in the state, followed by Melaka
Town with 1.39 million sq ft (or 32.1%) whilst Pekan Jasin, Pekan Masjid Tanah and Pekan Alor Gajah collectively
constitute the remaining space of approximately 0.26 million sq ft or 5.9%.
2.3.2 Occupancy
The overall occupancy rate of office space in the state was recorded at approximately 81.5% in 1H2017. The
localities of Pekan Alor Gajah, Pekan Masjid Tanah and Pekan Jasin recorded higher occupancy levels of
above 90% (source: NAPIC).
Gross rentals of selected existing office buildings in prime Central Town area range from RM1.30 per sq ft to
RM2.70 per sq ft per month.
Table 3: Melaka – Rental Range of Selected Office Buildings in Central Town, 1H2017
Source : NAPIC
Newer office buildings that come with improved specification and modern facilities command higher rentals.
The Melaka office market is expected to remain stable. With no impending new supply from buildings under
construction or in the planning stage, both rental and occupancy levels are expected to hold steady in the short
term.
Over the mid to long term, the Hang Tuah Commercial Centre, a planned mixed-use development housing a
transportation hub, tourist attractions, a hypermarket, residential and institutional components at Jalan Hang
Tuah, is expected to boost the commercial sector.
Adding to that, the proposed Kuala Lumpur-Singapore High Speed Rail (HSR), which will have a station in Ayer
Keroh, Melaka is expected to further spur property development in the state.
Malaysia’s retail sales growth, which has been trending down since 2011, recovered in 2016 by posting a 1.7% increase.
For 2017, Retail Group Malaysia (RGM) projects retail sales to grow by 2.2%. The Malaysia Retail Chain Association
(MRCA), however, is more optimistic on the industry outlook and expects the country’s overall sales to grow at 4.5%.
3.1 Selangor
3.1.1 Supply
As of end 2017, total retail supply for Selangor stood at circa 29.8 million sq ft. The bulk of retail space comes
from the localities of Subang Jaya – Bandar Sunway (5.44 million sq ft or 18%) and Bandar Utama – Mutiara
Damansara (4.84 million or 16%), the two well-known shopping districts amongst the locals and tourists.
The completion of Amerin Mall in 2017, forming part of a larger mixed-use development in Cheras Selatan,
contributed 155,600 sq ft of space to the cumulative existing supply.
The first half of 2018 will see the impending completion of three shopping centres in Selangor with combined
NLA of circa 2.7 million sq ft. This will increase the cumulative supply of retail space in the state to approximately
32.5 million sq ft.
Located in Damansara Perdana, the Empire City Damansara Mall will contribute circa 2.31 million sq ft NLA,
followed by Evo Shopping Mall in Bangi with a total retail space of approximately 251,000 sq ft and Pinnacle in
Petaling Jaya with circa 140,000 sq ft NLA.
3.1.2 Occupancy
The average occupancies for shopping centres, arcades and hypermarkets in Selangor (excluding Putrajaya)
range from about 80.3% to 87.9% per annum for the period from 2010 to 1H2017.
As of 1H2017, the average occupancy was recorded at 85.4%, a slight improvement when compared to the full
year of 2016 with 84.9% occupancy.
90.0
80.0
70.0
60.0
50.0
2010 2011 2012 2013 2014 2015 2016 1H2017
Source : NAPIC
Despite the challenging market environment, the average occupancy and rentals of prime and popular shopping
centres in Selangor such as 1 Utama Shopping Centre, Sunway Pyramid, The Curve at Mutiara Damansara and
Subang Parade continued to hold steady.
However, at lesser established shopping centres, there is growing pressure on both occupancies and rentals
amid heightened competition exacerbated by high supply pipeline and a weak retail market.
The rental levels of selected shopping centres in Selangor from 2014 to 1H2017 are summarised in the table
below.
Rental levels for popular retail malls in Selangor, namely 1 Utama Shopping Centre and Sunway Pyramid
Shopping Mall, range from RM5.60 per sq ft to RM55.00 per sq ft per month.
The other shopping centres command lower rentals averaging between RM2.00 per sq ft and RM23.00 per sq
ft per month.
The recent completion Amerin Mall brought Selangor’s cumulative retail supply to 29.8 million sq ft. As of end
2017, the state’s retail space per capita is analysed to circa 5 sq ft per person, lower when compared to the
retail space per capita for the Klang Valley region, at 7 sq ft per person.
The Selangor retail landscape is facing strong headwinds with the high impending retail stock and lacklustre
retail performance.
Sales in the retail industry contracted 1.1% in 3Q2017 when compared to the corresponding period in 2016
(3Q2016: 1.9%). The Retail Group Malaysia has revised down its earlier projection of 3.7% to 2.2% from an
initial projection of 5.0% for the full year of 2017.
Amid disruption arising from the e-commerce boom, mall operators and retailers are stepping up their marketing
efforts and re-strategizing to continue attracting customers and improving sales. More retailers are seen to
embrace the concept of clicks and mortar while selected operators are embarking on asset enhancement
initiatives (AEI) to reposition their malls amid the rapidly changing retail landscape.
In the mid to longer term, the outlook for the country’s retail market is one of cautious optimism.
Malaysia continues to be on the radar for retail investment worldwide. The country is ranked third in the
2017 Global Retail Development Index (GRDI) for the second consecutive year, after China and India. Its high
ranking by global management consulting company, A.T. Kearney, is attributed to the influx of tourists, higher
disposable income and government investments in infrastructure, all of which had boosted the local retail
scene.
3.2 Penang
3.2.1 Supply
Existing
The supply of retail space in Penang increased by 388,342 sq ft to record at 18.7 million sq ft as of 1H2017
(2016: 18.3 million sq ft) (source: NAPIC). Penang Island accounted for 59.5% (11.1 million sq ft) of the total
supply, with the remaining 40.5% (7.6 million sq ft) located in Penang Mainland area.
Chart 10: Penang – Existing Supply of Shopping Centres, Arcades and Hypermarkets, 1H2017
Source : NAPIC
Ivory Properties Group officially completed City Mall in 1H2017. Forming part of a larger mixed development in
Tanjong Tokong, the mall offering circa 300,000 sq ft of retail space, is slated to open for business in 1Q2018.
In the hypermarket segment, Tesco Bertam Perdana commenced operations in March 2017. The hypermarkets
in Penang Island are located within prime housing areas in the east coast region. On the mainland, Tesco
Bertam Perdana and Mydin Wholesale Hypermarket Bertam are situated at Kepala Batas in Seberang Prai
Utara while the other four hypermarkets in the state are located in Seberang Prai Tengah.
Penang Mainland
Tesco Bertam Perdana Mainland Kepala Batas N/A 16th March 2017
Mydin Hypermall Mainland Bukti Mertajam 536,507 2015
Bukit Mertajam
Mydin Wholesale Mainland Kepala Batas 160,000 2014
Hypermarket Bertam
Tesco Bukit Mertajam Mainland Bukti Mertajam N/A N/A
Tesco Extra Mainland Seberang Jaya N/A 2008
Seberang Jaya (formerly Makro)
Giant Prima Prai Mall Mainland Perai N/A Mid 2000’s
Sub-total: Penang Mainland > 696,507
Total – Penang > 1,409,269
Future
As of 1H2017, there are seven shopping centres under construction / planning stage in Penang, five of which
are located in Penang Island accounting for circa 4.7 million sq ft. The remaining two developments are located
in Seberang Jaya and Batu Kawan in Penang Mainland (0.9 million sq ft).
Penang Mainland
Ikea and Ikano Batu Kawan 430,000 2018
Power Centre
Sunway Carnival Seberang Jaya 500,000 2019
Extension
Sub-total: Penang Mainland > 930,000
Total – Penang > 5,670,000
3.2.2 Occupancy
The average occupancy of retail stock (inclusive of shopping centres, arcades and hypermarkets) in Penang
(include Penang Island and Penang Mainland) has been fairly stable over the years (2010 to 1H2017), ranging
between 66.1% and 71.9% per annum.
The average occupancy for 1H2017 was higher at 70.5% (2016: 69.9%).
Chart 11: Penang – Average Occupancy Rates of Total Retail Stock 2010 to 1H2017
Source : NAPIC
The overall occupancy rate for Penang Island is observed to be higher, ranging from 74.0% to 80.0%. In
comparison, retail stock on the mainland has lower occupancies between 45.1% and 62.5%.
The occupancy rates for selected shopping centres / hypermarket in Penang are tabulated below.
Table 11: Penang – Occupancy Rates of Selected Shopping Centres / Hypermarket 2017
In general, rental rates of selected established shopping centres in the central town prime area on Penang
Island range from RM6.20 per sq ft to RM45.00 per sq ft per month, whilst in Seberang Prai Tengah, Plaza Bukit
Mertajam (Summit) commands lower rates between RM2.10 per sq ft and RM3.30 per sq ft per month.
The retail sub-sector in Penang is expected to face further challenges with additional incoming supply poised
to enter the market in 2019. Although prime shopping centres continue to perform well, there is mounting
pressure on rentals and occupancies, particularly for secondary malls and hypermarkets, as competition
heightens.
Amid the challenging retail landscape, retailers have to step up their advertising and promotional efforts to
improve sales revenue while mall operators embark on AEIs to improve their market positioning.
AmFIRST REIT owns and invests in a diverse portfolio of building assets which consists of nine (9) commercial properties
located in strategic locations throughout Peninsular Malaysia. As the Manager of the Trust, we are responsible for the
management and administration of AmFIRST REIT, as well as the implementation of AmFIRST REIT’s investment and business
strategies. We also work closely with the appointed property manager for the property assets within the portfolio of the Trust
to address sustainability issues that are material to the Trust.
We believe that good governance is critical for an organisation to achieve long term business
sustainability. We protect the interests of our Trust, Unitholders and other stakeholders by strictly
adhering to guidelines and regulatory requirements applicable to ensure that we maintain our business
integrity and transparency.
Guided by our core values, we maintain a stringent business We implemented the No Gift Policy in September 2017 and
Code of Ethics to further enhance the delivery of professional to ensure that all our employees are aware of this Policy, we
business conduct and excellent stakeholder experience. communicated this policy to relevant internal and external
parties. The policy provides guidelines to our employees
We adopt a Code of Ethics that emphasises on key themes, with regards to professional conducts when receiving gifts
(C.R.E.A.T.E), that ensures good business risk management such as presents, offering, advertisement, award or token
and corporate integrity, principles that are salient in building of appreciation from a customer, vendor, supplier, potential
a sustainable business. employee; or potential vendor or supplier.
GOVERNANCE STRUCTURE
In defining our path towards sustainability, we recognise the need for a dedicated sustainability
governance structure that will ensure our sustainability initiatives and performance are implemented
and monitored respectively.
Our sustainability governance is a two-tier structure reporting to the Board at its apex. The Sustainability
Management Team (“SMT”) is headed by the CEO and supported by Head of Departments from
each business division within the Manager. The Sustainability Working Team (“SWT”) is made up of
supporting managers in each respective business division. The roles and responsibilities of each
team are listed below:
The Board
a) Issues final approval to future sustainability policies and
strategies proposed by the SMT. The
b) Monitors the overall progress of the sustainability Board
strategies and policies applied.
SMT
a) Develop the overarching sustainability strategy.
b) Identify and recommend any changes in sustainability
policies, standards and procedures and its implementation.
c) Identify and recommend compliance with sustainability SMT
guidelines and regulatory requirements.
d) Endorse the material issues identified by the SWT.
e) Ensures the disclosure of the Sustainability Statement in
the Annual Report is in accordance with Bursa Securities’s
Main Market Listing Requirements.
SWT
a) Implement sustainability related strategies for managing
the EES risks and opportunities within their division or
departments.
b) Implement any change in sustainability policies,
standards and procedures and its implementation. SWT
c) Data collection as well as monitor and manage EES risks.
d) Report the results / status of the action plans to the SMT
periodical basis.
e) Assess the sustainability material matters and efforts to
address the materiality issues, especially those of high
priority.
ENGAGING STAKEHOLDERS
Local
Communities
Suppliers
Annual total return, Sustainable growth • Annual General Meetings
and fund stability • Investor relation events
Trustee
The Manager conducted a materiality assessment to identify EES issues that are material to the
Trust’s business operations and the level of stakeholders’ concern in the context of sustainability. The
material sustainability matters were then prioritised based on their importance to the Trust’s business
operations and impact on the various stakeholders. The outcome of the assessment is illustrated in
the materiality matrix below:
Materiality Matrix
Critical Material Sustainability Applicable GRI
Matter Indicator
K
E Disclosure
J
L H F E Stakeholder Concern GRI General Standard
Disclosure
M F Supply Chain GRI General Standard
O Disclosure
N
P G Waste Management Effluents and Waste
H Energy Consumption Energy
We have identified sustainability material matters that influence the way the Manager directs the Trust. This statement
addresses the material matters presented in the matrix to showcase our ongoing efforts to incorporate sustainability
practices within the organisation.
OUR MARKETPLACE
In line with our objective to deliver sustainable long-term income distributions and investment
performance of our diversified portfolio, we adopt sustainable business practices in the management
of the Trust’s properties. We are dedicated towards strengthening the economy by creating employment
opportunities, investing in assets of enduring value and building strong investment returns.
AmFIRST REIT recorded RM30.7 mil in realised net profit, Our preference is to recruit suitable talent from the local
and declared / paid a total income distribution of 4.20 sen economy, especially when it comes to positions within
in FY2018. our senior management. Malaysians with the appropriate
qualifications and experience, are better equipped to
For a detailed breakdown of FY2018 financial results, five- understand the country’s socio-economic condition, cultural
year financial summary and direct economic value aspects, diversity and values, when making decisions and plans for
please refer to the following sections in AmFIRST REIT the businesses’ short, medium and long-term success.
Annual Report FY2018:
Procurement Practices
• Five-Year Financial Summary, pages 3 to 5
• Management Discussion and Analysis, pages 14 to 26 We assess and manage our buildings proactively and
recognise the importance of implementing newer innovative
We aim to continue to deliver regular and stable income measures to maintain its long-term sustainability and
distribution and to achieve sustainable long term growth integrity. To achieve this, our efforts include more stringent
in the net asset value of the Trust through sustainable identification and selection of suppliers that demonstrate
management practices. strong economic, environmental and social standards and
to source quality materials, thereby ensuring a sustainable
Investing to Improve Our Economic Performance supply chain.
The Trust has invested into an asset portfolio comprising Our procurement practice ensures that local suppliers
commercial properties worth RM1.6 billion that created are given priority, whenever it is practical to do so, as we
business activities and job opportunities to the local consider it important to support local businesses, their
economy where the assets are located. products and services, and to indirectly have a positive
impact on the local economy.
Over the years, the Trust has also embarked on various AEIs
for the properties within the portfolio to ensure they remain
relevant with enhanced value to our stakeholders. Through
active asset management and the invested AEIs, the asset
value of the Trust has appreciated over the years, recording
accumulated revaluation surplus of RM196.5 million as of
31 March 2018.
OUR ENVIRONMENT
We seek to instil environmental stewardship through various practices that are targeted to improve
our building assets’ structural sustainability. Resource conservation strategies, namely energy saving
initiatives and waste management, that have been implemented on the buildings within the Trust’s
portfolio aim to assure our stakeholders that the buildings are sustainable and contribute towards
long-term environmental stewardship.
Some of the buildings were also recently refurbished to Monitoring Energy Consumption
further enhance its structural integrity and upgrade its
conditions under the various AEIs programmes. Since The Manager consistently keeps a record of its building
inception, approximately RM145.4 million has been invested energy consumption by monitoring the monthly electricity
into the AEIs to refurbish the Trust’s property and improve its bills for each property. We believe that energy efficiency can
structural integrity to ensure our tenants and investors of the be achieved through consistent monitoring of our energy
long-term quality of the buildings. Such efforts reflect our utilisation before initiating efforts that are targeted towards
commitment in addressing the concerns of our stakeholders reducing energy consumption and eliminate energy wastage
and in maintaining the quality and value of our assets. in the most responsible and sustainable manner without
compromising our service levels. For FY2018, all the assets
have consumed a total of 59,024,886 kWh of electricity.
(Million)
21,304,522
22
20
18 17,028,148
16
14
12
10 8,479,610
8
5,962,826
6
4 2,719,080 3,027,179
1,628,373 1,012,309
2
0
BAG MAB MA WA Prima 9 & Jaya 99 Mydin The
Prima 10 HyperMall Summit
We are aware of our responsibility to contribute towards the country’s carbon reduction goals. The sustainable investment
value of our assets also increases when we improve its structural conditions and implement environmental resource saving
initiatives. Towards reducing carbon emissions and increasing energy savings, we have implemented energy saving initiatives
in the properties of the Trust over the past years.
Following are the respective initiatives and measures undertaken in the properties of the Trust:
Jaya 99 • Replaced conventional lighting to LED lighting at carpark and common areas.
As the Government strives towards implementing more proactive waste segregation and disposal methods, we aim to play a
role that contribute towards the minimisation of waste sent to landfills.
We collaborate closely with our Property Managers to identify responsible waste management practices that would benefit
both our stakeholders and the environmental value of our properties. We recognise that our current efforts require further
support from our respective tenants and vendors to ensure that waste is disposed responsibly. We begin our waste
management efforts by monitoring the amount of waste we produce before implementing strategies that will facilitate waste
recycling and responsible disposal practices.
Employees
GENDER
Our success is built on the continuous contribution of
our employees. The Manager promotes diversity, equal
opportunity, skill development, safety and health awareness
and teamwork within a workplace that strives to cater to Male Female
its stakeholders while upholding its excellent business 57% 43%
operations and services.
DESIGNATION
10
2
0
Male Female Male Female Male Female
MANAGEMENT EXECUTIVE NON-EXECUTIVE
To equip our employees with specific skill sets for the industry We place a strong emphasis on employee Occupational
and to broaden their learning, we provide in-house and Safety and Health (“OSH”) to maintain and sustain the safety
external training on a regular basis. We believe that investing and welfare of our workforce.
in our employees will further solidify our business profile
through the development of a strong and knowledgeable We have established an OSH committee to work diligently
workforce that can bring value creation to its stakeholders. towards ensuring the Manager and the Trust complies
with the health and safety standards which include the
The training and developmental opportunities given to our Occupational Safety and Health Act 1994 and applicable
employees are to nurture their capabilities and enhance regulations set by the Department of Occupational Safety
personal skills through formal in-house and external training. and Health (“DOSH”).
The training programmes that we provide cover topics
related to business management, financial management, Additionally, we also provide essential training to the
security awareness, health and safety. committee members on their roles and responsibilities as
well as the measures they need to implement to ensure safe
For FY2018, the Manager has provided more than 796 and conducive working space for our employees. Notably,
hours of training for its employees. We ensure that our the OSH e-learning programme was introduced to our
employees are provided with relevant training to improve employees as an initiative to promote workplace health and
their knowledge and thus, contribute effectively to business safety. The topics covered in the e-learning module include
performance. Our employees are encouraged to achieve a potential hazards identification and the incident report
minimum number of training hours to ensure that everyone is mechanism in the event of an emergency.
given fair opportunity to learn and grow.
OUR COMMUNITY
We engage and support to the local community with the aim to create a positive impact and build resilience amongst
communities and businesses that need the support.
Over the years, there have been various community activities hosted at The Summit-Retail that aim to promote cultural
diversity and encourage harmonious balance between Malaysia’s citizens. We fully endorse these programmes and encourage
community activities to be carried out at The Summit-Retail.
The following events are some of the community engagement programmes and sponsorship efforts carried out by The
Summit Subang USJ Management Corporation in FY2018:
Children’s Day
Celebration 2018
Annual event
Raised fund over Jom Durian organised where more
RM80,000 Biggest annual charity event jointly organised than 300 kids and
with Children Wish Society of Malaysia to raise family turn-up.
funds for terminally illness children accross the
country. The event successfully raised over Raised fund more than
RM80,000 from corporate and individual.
RM100,000
Calligraphy
Competition 2018
Annual event jointly
organised with Calligraphy
Association Malaysia. More
than 200 participants from
primary and secondary Road Safety
school took part to perform Advocacy 2018
Subang Jaya CNY
their calligraphy skill and
Celebration 2018 Jointly organised with
technique.
Jointly organised with ADUN Road Safety Marshal Club
Subang Jaya, MPSJ and JKP (“RSMC”) where more than
for the community of Subang 180 road safety awareness
Christmas Giveaway Jaya where event such as tag and goodies were
Jointly organised with cultural performance, lion distributed to drivers at our
Town Council where poor dance and dragon dance and main entrance. Dato’ Sri
families received a special god of prosperity apprearance Devemany, Deputy Minister
Christmas’s gift consist of to entertain the public. More at the Prime Minister
shopping voucher from than thirty (30) food vendors Department was invited
Giant and a set of pillow were invited to set-up their food to launch the Blind Spot
from Homepro. store to cater for variety of local Warning Sticker for heavy
street food. vehicle.
The Trust is a real estate investment trust which was established under a Trust Deed with a mandatory requirement to appoint
a trustee. Maybank Trustees Berhad was appointed as the Trustee for AmFIRST REIT and the appointment was approved by
the SC as prescribed under sections 288(1)(a) and 289(1) of the Capital Markets and Services Act 2007 (“CMSA”). The Trustee
is required to act honestly and discharge its roles and responsibilities in accordance with the Deed, SC’s REITs Guidelines,
trust laws and securities laws. It has to exercise a degree of due care and diligence and has to act in the best interests of
Unitholders. The primary roles and functions of the Trustee are outlined in the Deed.
The following sections describe the Manager’s main corporate governance practices and policies which are guided by
measures recommended in SC’s REITs Guidlines, CMSA, The Malaysian Code on Corporate Governance 2017 (“MCCG
2017” or the “Code”) and the Main Market Listing Requirements of Bursa Securities (“MMLR”) as well as the Manager’s
obligations as described in the Deed.
The revised MCCG 2017 published in April 2017 to promote greater internalization of corporate governance culture, is applicable
to annual reports published from 2018 onward. The MMLR’s Chapter 15.25 (3) requires the Board to provide only an overview
of the application of the Principles set out in MCCG 2017. However, the Manager has applied the practices under the Principles
(wherever possible) during the financial year under review. With reference to the revised MCCG 2017, three (3) broad principles
are as follows:
The following sections illustrate the application of all three Principles with respective Intended Outcomes and its Practices:
Intended Outcome
1.0 Every company is headed by a board, which assumes responsibility for the company’s leadership
and is collectively responsible for meeting the objectives and goals of the company.
Practice 1.1
The Manager is managed by an experienced Board with a wide and varied range of expertise. The Board is responsible for
the overall management and corporate governance of the Trust, including establishing goals for management, monitoring the
achievement of these goals and review of management’s performance.
The Board has approved and sets the Manager’s Mission and Core Values as described on page 8. It outlines the necessary
elements that the Board and Management should practice in discharging their obligations to Unitholders and other
stakeholders.
Each Director has a duty to act honestly and in good faith, with due care and diligence, and in the best interests of the
Unitholders. The Board ensures that proper and effective controls are in place to assess and manage business risk, and
compliance with applicable laws, regulations, guidelines and policies.
The Board focuses mainly on strategy, financial performance and critical business issues, including:-
The Board is adequately resourced and supported by an Audit Committee of Directors to look into, amongst others the risk
management, internal control and financial management of the Trust, which in turn is supported by the Group Internal Audit,
Group Compliance and Group Operational Risk Departments of the ultimate holding company of the Manager.
Practice 1.2
The Chairman of the Board, Mr. Soo Kim Wai, a Non-Independent Non-Executive Director, leads the Board objectively and
ensures its effectiveness. Whether in the Board meetings or informal discussions with the Management team, the Chairman
encourages active participation and all parties are free to express their opinions.
Practice 1.3
The roles and responsibilities of the Chairman and Executive Director / Chief Executive Officer are separated and the positions
are held by two (2) different individuals. Mr Soo Kim Wai is a Non-Independent Non-Executive Director / Chairman while Mr
Wong Khim Chon, the Executive Director (“ED”) also holds the position as the Chief Executive Officer (“CEO”). This is to
ensure appropriate segregation of duties, authority and increased accountability.
The segregation ensures a clear distinction between the Chairman’s responsibilities to lead and manage the Board and the
ED / CEO’s responsibilities to manage the Trust and the Manager.
Mr Soo Kim Wai, the Chairman, leads the Board and ensures that members of the Board work together with the Management
in a constructive manner to address strategies, business operations, financial performance, risk management and internal
control issues.
Mr Wong Khim Chon, the ED / CEO has full executive responsibilities in consultation with the Executive Committee over the
business directions and operational decisions of the Trust. He leads the Management and provides direction on the day-to-
day operations and works with the Board to determine the overall business, investment and operational strategies for the
Trust and ensures that they are implemented as planned and in accordance with the Deed and the SC’s REITs Guidelines. In
addition, he is also responsible for the overall planning for the future strategic development and growth of the Trust.
Practice 1.4
The Board is supported by qualified and competent licensed Company Secretaries namely, Ms. Chan Sau Leng and Ms.
Ruzeti Emar Binti Mohd Rosli. They are the sources of guidance and advice to the Directors on areas of corporate governance,
relevant legislations, regulations and policies besides ensuring compliance with the MMLR and other regulatory requirements.
The Company Secretaries attend the Board and the Board Committees’ meetings and are responsible for the accuracy and
adequacy of records of the proceedings of the Board and the Board Committees’ meetings and resolutions.
Practice 1.5
The Company Secretaries work with the Chairman and Management to ensure that Board papers and agenda are provided to
the Directors ahead of meetings of the Board and Board Committees so that they have time to review matters to be discussed
prior to the meetings. The Board papers are circulated at least five business days in advance. Meetings are usually a half-a-
day event and include presentations by the Management, and when necessary, presentations by external consultants and
experts on strategic issues relating to specific business areas.
The Board meetings are scheduled at least four (4) times per annum with the purpose, amongst others, to discuss and review
the operations of the Trust and approve the release of the interim and the audited financial statements of the Trust. Additional
meetings are held as and when necessary between the scheduled meetings.
During the FY2018, the Board met four (4) times. Total number of meetings attended by the Board members were as follows:-
Note: All attendances reflected were the number of meetings attended during the Directors’ tenure of service.
Intended Outcome
2.0 There is demarcation of responsibilities between the board, board committees and management.
There is clarity in the authority of the board, its committees and individual directors.
Practice 2.1
Currently, the Manager has an Audit Committee of Directors, established to provide assistance to, and to review and report
to the Board in relation to fulfilling the statutory responsibilities of the Manager and monitoring of the accounting and financial
reporting practices of the Manager, amongst other roles and primary responsibilities. The Audit Committee comprises three
(3) members of the Board and the committee meets on a quarterly basis together with other key management staff.
In addition, the Board has established an Executive Committee (“EXCO”) which was formed to support the Board to assess,
deliberate and approve operational decisions expeditiously. The EXCO minutes are tabled quarterly to the Board. The minutes
comprise EXCO’s key deliberations and decisions made. The EXCO comprises three (3) members who are representatives of
the Manager’s shareholders. The EXCO meeting is held on a monthly basis and attended by key management staff.
Intended Outcome
3.0 The board is committed to promoting good business conduct and maintaining a healthy corporate
culture that engenders integrity, transparency and fairness.
The board, management, employees and other stakeholders are clear on what is considered
acceptable behavior and practice in the company.
Practice 3.1
The Manager is subject to the Code of Ethics and Code of Conduct which was enforced by its AmBank Group (“Group”). The
Codes provide the framework for the decision-making and guide business conduct. The Group’s Code of Ethics sets out six
(6) key principles, which every director and employee must adhere to, namely:
The code includes reporting of unlawful or unethical behavior through established procedures including via whistleblowing
policies that are in place. Every staff are reminded periodically of the six (6) key principles through electronic learning
management system executed group-wide. In addition, the Manager’s staff are required to complete the refreshing course
periodically and must complete the assessment after completing the Code of Ethics course. This is to ensure staff understands
what is required of them and able to apply it when they are discharging their duties.
The Manager has adopted the No Gift Policy enforced by the Group. This is to ensure no conflict of interest arises or
preference given to suppliers during transactions involving procurement process such as award of contracts or negotiations.
Practice 3.2
The whistleblowing policy and procedure was adopted by the Board and is currently in place. The purpose is to report the
following, but not limited to:
The policy embeds the requirement for the protection of whistleblower which is fundamental for the entire process. Key
principles include:
• Whistleblower will be protected for reporting any actual or suspected improper conduct upon demonstrating sufficient
basis for whistleblowing.
• The confidential information relating to whistleblowing will also be safeguarded.
• Whistleblower including his / her spouse and related persons who are employees of the Manager, will be protected from
detrimental action.
• It is imperative that whistleblower should provide sufficient and accurate information on best effort basis.
Intended Outcome
4.0 Board decisions are made objectively in the best interests of the company taking into account
diverse perspectives and insights.
Practice 4.1
MCCG 2017 suggests that at least half (50%) of the Board The Board diversity in terms of ethnicity, professional
comprises independent directors. Due to the nature of background and experience are as illustrated below:-
the REIT structure, the Board members are appointed to
be members of AmREIT and not for a listed issuer, in this Executive
Director
case referred to as the Trust. In this respect, the Board 1
Non-
retains its current Board composition with one-third (1/3) of Independent
independent directors and of the view that the decisions that Non-
Executive
the Board makes are objective and will be in the best interest Director 3 Designation
of all stakeholders. Independent
Non-Executive
2 Director
The Board has six (6) members comprising five (5) Non-
Executive Directors and one (1) Executive Director, one (1) of
whom is a female Director. Two (2) of the Board members are
Independent Directors (1/3 of the Board) in compliance with
the SC’s REITs Guidelines while the Chairman of the Board
is a Non-Independent Non-Executive Director.
Accounting
1
As at the date of this Report, none of the Directors held
Legal
directorships in more than five (5) listed issuers. 2
Engineering
Professional
The relationships among the Board members are disclosed 1
Background
on page 105 of this Annual Report. In addition to this,
information on direct and indirect unitholdings related to the Surveyor /
Valuation 1 1 Business
Manager and transactions with the companies related to the
Manager are disclosed in Note 12 and Note 24 respectively,
in the Notes to the Financial Statements.
Practice 4.2
The MCCG 2017 states that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years.
This is in line with the Group’s existing policy which states that an Independent Non-Executive Director shall serve up to a
maximum of nine (9) years (the “9-Year Rule”).
The Independent Director may continue as a Non-Independent Director subsequently subject to the recommendation of the
Group Nomination and Remuneration Committee (“GNRC”) of Directors and the approval of the Board.
The Manager has adopted the policy which limits the tenure of its independent directors to nine years. The policy has been
complied diligently, and this was demonstrated in August 2016, where two independent directors had stepped down after
nine (9) years of service.
Practice 4.4
It is imperative that the Board and Senior Management are appointed based on objective criteria, merit and taking into
account diversity in skills, experience, age, cultural background and gender. The Manager adopts the Group’s appointment
procedures for both directors and for its staff. The Manager utilizes the resources made available by Group Human Resources.
The Board places significance on the merit as well as the role which objective criteria were derived.
Newly appointed Directors and Senior Management are given briefings by the Management on the business activities of
the Trust, its strategic directions and policies and the regulatory environment in which the Trust operates. Directors are also
informed of their statutory and other duties and responsibilities as well as policies and procedures relating to the corporate
conduct and governance including the disclosure of interests, prohibitions on dealings in the Trust’s units and restrictions on
the disclosure of price-sensitive information.
Subsequent to director’s appointments, the director will be required to complete the Capital Market Director Programme
(“CMDP”) as required by SC within the timeline as stipulated in SC’s Licensing Handbook. CMDP is an exclusive platform
for Directors of licensed intermediaries to be equipped with the relevant knowledge, skills and abilities to meet the expected
competencies required of a board. It is also designed to allow Directors to explore and deliberate on pertinent issues affecting
the industry from multi stakeholders perspectives.
Practice 4.5
As a REIT Manager, the Board takes cognizance of having more women directors on the Board. MMLR requirement is for
the Board of large companies to comprise 30% of women directors. Although it is not a requirement for a REIT, the Board
endeavors to achieve the target. As at the annual report date, the Manager’s Board has only one woman director or 17% of
the Board composition. The Board is constantly looking out for the right candidates who are able to meet the role and based
on merit. The Board’s diversity in terms of gender is as follows:
Female
Gender
Gender
Male
Practice 4.6
The Manager’s Group has various approaches and sources to identify candidates for the appointment of directors. Apart
from the common method of recommendation from Board members and major shareholders, the Group uses independent
recruitment firms as well as direct approach of identifying individuals that have relevant experience and undertaken similar
Board role, and well known in the market.
Practice 4.7
The Board performs the function that a Nominating Committee would otherwise perform, namely it administers nominations
to the Board, reviews the structure, size and composition of the Board, and reviews the independence of Board members. The
composition of the Board is reviewed to ensure an appropriate mix of expertise, independence, experience and knowledge
in business, finance and management skills critical to Trust’s business.
Intended Outcome
5.0 Stakeholders are able to form an opinion on the overall effectiveness of the board and individual
directors.
Practice 5.1
The Manager took note of practice 5.1 on the recommended practice to conduct a formal and objective annual evaluation to
determine the effectiveness of the board, its committees and each individual director even though this practice note is not
applicable to REIT companies. However, the Manager will look into a formal and objective board evaluation process, going
forward.
Intended Outcome
6.0 The level and composition of remuneration of directors and senior management take into account
the company’s desire to attract and retain the right talent in the board and senior management to
drive the company’s long-term objectives.
Remuneration policies and decisions are made through a transparent and independent process.
Practice 6.1
The Manager acknowledges the need to ensure a fair and equitable remuneration mechanism for the directors and
senior management, which commensurates with the demands and performance of the Manager, and also the individual’s
responsibilities.
Practice 6.2
The GNRC at Group level looks into the aspect on remuneration of the directors and Key Management Personnel (where
applicable and if required).
Intended Outcome
7.0 Stakeholders are able to assess whether the remuneration of directors and senior management
is commensurate with their individual performance, taking into consideration the company’s
performance.
Practice 7.1
The Directors’ remuneration is paid by the Manager and not the Trust. For Non-Executive Directors, they receive Directors’
fees and meeting allowances for their attendance at meetings of the Board and any of the Board Committees.
The determination of the Non-Executive Directors’ remuneration is a matter for the Board as a whole and is subject to
the shareholders’ approval of the Manager. The Directors are not involved in the approval of their own remuneration. The
proposed Directors’ fees for the FY2018 and its comparative figures are as follow:-
Practice 7.2
The Board opined that the top five senior management’s remuneration will not be disclosed due to sensitivity and competitive
external human resource environment in the industry. This is necessary and in the best interest of the Manager as well as the
Trust, in order to retain its experienced staff and ensure smooth continuity of the business operations.
Furthermore, the MCCG 2017 Guidance 7.2 suggests that the disclosure of how director’s remuneration is measured, allows
stakeholders to understand the link between senior management remuneration and the company’s performance. On the
contrary, due to the unique REIT structure whereby the Manager is separate from the Trust, there is no direct link between the
remuneration of Management team and the Trust’s performance. The remunerations were disbursed from the management
fees earned by the Manager, which were predetermined at the inception of the Trust via the Trust Deed.
Intended Outcome
8.0 There is an effective and independent Audit Committee.
The board is able to objectively review the Audit Committee’s findings and recommendations. The
company’s financial statement is a reliable source of information.
Practice 8.1
The Chairman of the Audit Committee, Dato’ Wong Nam Loong is not the Chairman of the Board. Dato’ Wong Nam Loong
was appointed on 15 August 2016 as an Independent Non-Executive Director and has led the Audit Committee since then.
The Chairman of the Audit Committee ensures that the Committee’s primary roles and responsibilities are discharged in
accordance with its Terms of Reference which is set out in the Audit Committees Report, pages 100 to 102 of this annual report.
Practice 8.2
The Board takes cognisance of matters pertaining to independence and conflict of interest. It is imperative that the functions
of Board Committees are not impaired when they are discharging their duties. In this respect, the Board will require a former
key audit partner to observe a cooling-off period of at least two years before being appointed as a member of the Audit
Committee, if there is any. This will also apply to any other similar appointments if the Board deems there is a potential conflict
or an issue on independence.
Practice 8.3
It is the Audit Committee’s responsibility to review the appointment of the external auditors and resignation of external
auditors, negotiate and approve the annual audit fees. This is clearly outlined in the audit committee’s Terms of Reference.
During the annual audit plan presentation by the external auditor, the Audit Committee will assess the suitability, objectivity
and independence of the external auditor. The external auditor would also confirm their independence during the meeting
with the Audit Committee at the initial stages prior to the commencement of their annual audit.
While the requirement of MCCG 2017 states that the Audit committee should solely comprise of Independent Directors, the
Board is of the view that the AC is able to discharge its duties effectively with its two-third (2/3) composition of Independent
Directors. The inclusion of a Non-Independent Director who represents one-third (1/3) of the Committee is deemed necessary
to facilitate and support the Independent Directors in areas of his expertise.
Practice 8.5
The Audit Committee possesses the necessary range of skills to effectively discharge its duties. All members have good
understanding of the REIT operations and its financial reporting process. Mr. Soo Kim Wai, who is an Audit Committee
member possesses extensive experience in accounting field and is a member of several professional accounting bodies
namely Malaysian Institute of Accountants, Malaysian Institute of Certified Public Accountants and Association of Chartered
Certified Accountants.
Apart from financial knowledge, the Board has ensured that the Independent Directors should also comprise of members who
have experience in relevant property related industry. Collectively, the current Audit Committee have extensive experience
and knowledge in accounting, finance, legal and real estate field.
During the financial year under review, the Directors, including the Audit Committee members had attended various conferences,
seminars and workshops to enhance their knowledge and expertise and to keep abreast with the relevant changes in laws,
regulations and the business environment. The training programs attended by the Directors during the FY2018 were, on
areas relating to real estates, corporate leadership and governance, professional development, risk management, information
technology, regulatory and compliance which are conducted by the Group Learning and Development Department of the
ultimate holding company of the Manager and regulators as well as professional establishments.
Intended Outcome
9.0 Companies make informed decisions about the level of risk they want to take and implement
necessary controls to pursue their objectives.
The board is provided with reasonable assurance that adverse impact arising from a foreseeable
future event or situation on the company’s objectives is mitigated and managed.
Practice 9.1
Since the inception of the Trust, the Board has established an effective risk management and internal control framework.
It plays a vital function in the Manager’s management of its risks and transactions. The Board through its committee is
responsible for the risk management of the Trust which include but is not limited to, identifying the principal risks associated
with the business activities and ensuring appropriate measures, systems and internal controls are in place to mitigate the
risk exposure.
Practice 9.2
The features of risk management and internal control framework are disclosed in detail in the Statement on Risk Management
and Internal Control on pages 95 to 99 of this Annual Report.
The main feature of the risk management framework is that it comprises functional roles and responsibilities established for
the management of risk i.e. the First Line of Defense (“FLOD”). The FLOD comprises coordinators for Business Operational
Controls (“BOC”) at the Managers level and Operational Controls Coordinators (“OCC”) appointed at each functional
department of AmREIT. The intention of the establishment of FLOD is to establish personnel who are competent, to enhance
accountability and promote proactive risk management culture.
The internal control is mainly driven by policies and procedures which are designed to provide reasonable assurance to the
Board that the Trust will achieve its objectives. In addition, although it is not mandatory for REITs to comply under with the
MMLR, the Board has voluntarily adopted the best practices in corporate governance by establishing an Audit Committee
and internal audit function. The internal audit function is undertaken by the Group’s Internal Audit Department. The Manager
also has a designated Compliance Officer to ensure compliance with regulations, internal policies and procedures. In relation
to the above, external auditors has included understanding and assessing the internal control system as part of their audit.
The current risk management framework and internal control is adequate and effective.
A Risk Management Committee at AmREIT was established to assist the Audit Committee in assessing the adequacy of
internal control and risk management. The Risk Management Committee comprises of the Chief Executive Officer and Heads
of Departments of the Manager, with the support from the Group Risk Management Department.
Intended Outcome
10.0 Companies have an effective governance, risk management and internal control framework and
stakeholders are able to assess the effectiveness of such a framework.
Practice 10.1
The Board has adopted the best practices by establishing an internal audit function, although not compulsory for a REIT
under the MMLR.
The internal audit function is performed by the AmBank Group’s Internal Audit Department (GIAD) operating under a charter
which gives it unrestricted access to review all activities of the Group. The Head of GIAD reports independently to the Audit
Committee.
GIAD has internal procedures in place to ensure that the audit personnel are free from any relationships or conflicts of interest
and their objectivity and independence are not impaired when conducting audits on the Manager.
The current structure allows GIAD to perform its function effectively and independently.
Practice 10.2
GIAD is headed by the Group Chief Internal Auditor (“GCIA”) Encik Shamsul Bahrom Mohamed Ibrahim, who has over 19
years of comprehensive internal auditing and management experience in the financial services industry. En Shamsul holds a
BSc (Hons) Finance & Accounting from University of Salford, Manchester as well as Masters in Business Administration from
University of Strathcylde, Scotland.
GIAD focuses its efforts in accordance with the Annual Audit Plan which is developed based on a structured risk assessment
of all the activities undertaken by the Manager that ensures all risk-rated areas are kept in view to ensure appropriate audit
coverage. The risk-based audit plan is reviewed periodically, taking into account the changes in the business and risk
environment.
The Annual Audit Plan, including the internal audit resources required to execute the plan is approved by the Audit Committee.
The main objective of the audit reviews is to assess the adequacy and effectiveness of the risk management and systems of
internal control system.
Apart from the above, GIAD also performs ad-hoc reviews and investigations involving fraud, misconduct, or when requested
by Regulators or Management.
The results of audit reviews, including Management’s action plans to address issues highlighted by internal auditors are
tabled to the AC for deliberation. GIAD conducts follow-up and reports to the Audit Committee regarding the status of
implementation of Management action plans, until full resolution.
The AC is of the view that GIAD is adequately resourced to perform its functions and has maintained its independence from
the activities that it audits.
Intended Outcome
11.0 There is continuous communication between the company and stakeholders to facilitate mutual
understanding of each other’s objectives and expectations.
Stakeholders are able to make informed decisions with respect to the business of the company, its
policies on governance, the environment and social responsibility.
Practice 11.1
The Board emphasizes the need to communicate with stakeholders regularly, effectively and in a transparent manner.
Apart from media write ups, the Manager posts key information on the Trust’s official website (www.amfirstreit.com.my) for
stakeholders awareness.
The stakeholders are able to query or reach senior management both via e-mail or telephone. The contact details are listed
in the said website.
Intended Outcome
12.0 Shareholders are able to participate, engage the board and senior management effectively and
make informed voting decisions at General Meetings.
Practice 12.1
The Board through its management and company secretary strictly complies with the Annual General Meeting (“AGM”) notice
issuance to the shareholders. As a matter of fact the Manager gives more than 28 days notice prior to the meeting. The
number of days of notice period provided since past 3 years were as follow:
Practice 12.2
All directors are required together to attend the to address any questions raised by the Unitholders.
All the questions raised with responses provided during the AGM are minuted by the Company Secretary and will be posted
in the official website for Unitholders reference.
In addition, Senior Management team are also required to attend the AGM to support the Board and explain on operational
matters. Stakeholders will be better informed and understand the nature of the Trust’s operations.
Practice 12.3
At all times the Board and the Senior Management encourage its Unitholders to attend its General Meetings. Where possible,
electronic means were considered to facilitate Unitholders’ participation. As a start, electronic poll voting was introduced
during the AGM in 2017. In the best interest of Unitholders, the Board emphasizes that the General Meetings are held at
locations easily accessible within Klang Valley vicinity. The logistics are critically considered by the Senior Management team.
The Board has established a sound risk management framework which has been implemented by the Manager that enables
it to continuously identify, evaluate, mitigate and monitor risks that affect the Trust and the Manager in achieving its business
objectives within the defined risk parameters and acceptable risk appetite.
The Manager applies the risk management framework as a structured process in making risk-based strategies and decisions
across the respective functions which consist of the following components and are incorporated within the Trust’s and the
Manager’s Risk Profiling:
The Risk Profiling is reviewed by the Manager’s Audit Committee of Directors (the “AC”) on a half-yearly basis or as and when
required.
The risk management process is integrated with the business processes, enabling proper risk management at the operational
level of each property, as well as at the Trust’s level. Risks identified are systematically evaluated with proper mitigating action
in place, developed to manage the risks to an acceptable level and monitored on a continuous basis.
A Risk Management Committee at the Manager level was established to assist the AC in assessing the adequacy of internal
control and risk management. The Risk Management Committee comprises the Chief Executive Officer and Heads of
Departments of the Manager with the support from the AmBank Group (the “Group”) Risk Management Department. The
Risk Management Committee performs the following roles:-
(i) Review adequacy and effectiveness of risk management process and system;
(ii) Review and present to the Board and AC, the broad terms risk guidelines and risk appetite of the Trust on a periodic
basis;
(iii) Review identified key risks of the Trust’s operations;
(iv) Guide staff in identifying, evaluating and managing key risks; and
(v) Report to the Board on material and pervasive findings which exceeded the risk appetite and make appropriate
recommendations.
The Risk Management Framework comprises functional roles and responsibilities established for the management of risk,
i.e. the First Line of Defense (“FLOD”). The FLOD comprises coordinators for Business Operational Controls (“BOC”) and
Operational Controls Coordinators (“OCC”) appointed at each functional department of the Manager.
(i) To establish personnel who are competent and appreciative of risk management principles within the business;
(ii) To enhance accountability within the business in executing risk management controls within their span of authority; and
(iii) To promote proactive risk management culture in the business.
INTERNAL CONTROL
The Board has voluntarily adopted the best practices in corporate governance by establishing an AC and internal audit
function, the latter of which is undertaken by the Group’s Internal Audit Department (“GIAD”), although it is not compulsory for
a REIT to comply under the Listing Requirements. These efforts demonstrate that the Board recognises the need for a sound
and effective internal control system as one of the key priorities for an effective corporate governance culture.
The Board is also committed to maintain a sound and effective system of internal control which consists of policies and
procedures designed to provide reasonable assurance to the Board that the Trust will achieve its objectives to safeguard
the interests of the Unitholders including reliability of financial reporting, compliance with applicable laws and regulations
and effectiveness and efficiency of operations. These policies and procedures are regularly reviewed and updated to reflect
changes in the business and regulatory requirements. Changes in the policies and procedures are communicated to the
management and other affected stakeholders in a timely manner upon approval by the Board.
The system provides reasonable but not absolute assurance against material misstatement of management and financial
information, against financial losses, fraud and the occurrence of unforeseeable circumstances. As part of the effective and
ongoing internal control and governance processes, the Manager is reviewing on the adequacy and effectiveness of its
internal control systems to ensure it remains relevant, effective and able to meet the ongoing changes and challenges faced
by the Trust. This involves reviewing for improvement opportunities in the areas of financial, operational and compliance
controls. The Manager takes cognizance of recommendations made for the Trust by the external auditors, Messrs Ernst &
Young (“EY”), and GIAD in respect of the accounting and operational controls in their audit reports issued during the financial
year. Recommendations by the said parties are implemented accordingly where required to enhance internal controls.
GIAD operates under a charter from the AC that gives it unrestricted access to the Manager’s personnel, premises,
documents, records, information, and is authorised to obtain such information and explanations considered necessary to
fulfill and discharge its responsibilities. The Head of GIAD reports directly to the AC.
GIAD performs the audit reviews in accordance with an audit plan, which is based on the risk assessment of all activities
undertaken by the Manager. The risk-based audit plan is reviewed annually taking into account the changing business and
risk environment. The AC reviews and approves the annual audit plan of GIAD.
The main objective of the audit reviews is to assess the adequacy and effectiveness of the Manager’s system of internal
control and risk management. When required, GIAD also undertakes special reviews or investigations as directed by the AC.
Audit findings, recommendations and the Manager’s action plans are highlighted in audit reports which are tabled to the AC.
GIAD conducts follow-up and report on the status of implementation of Management action plans arising from the internal
audit report.
The AC reviews the internal audit reports and activities on an ongoing basis. The AC is of the view that the Internal Audit
team is adequately resourced to perform its functions and has maintained its independence from the activities that it audits.
External Auditors
The Board maintains a transparent relationship throughout their association with the external auditors. The appointment of
external auditors, who were nominated by the Manager, is approved by the Trustee. The external auditors appointed must
be independent of the Manager and Trustee. The remuneration of the external auditors is approved by the Trustee based on
the Manager’s recommendation.
As part of the external auditors’ audit of the financial statements, the external auditors obtain an understanding of internal
controls sufficient for their planning of the audit and to assist in their expression of an opinion on the financial statements of
the Trust as a whole. Any significant deficiencies and material weaknesses identified during the audit are communicated to
the AC. As part of continuous refinement of the Trust’s internal control system, the AC reviews the effectiveness of measures
taken by the Manager in response to those significant deficiencies and material weaknesses identified.
The Trustee had appointed EY as the external auditors to conduct the statutory audit for the FY2018. EY had written to the AC
confirming there is no relationship between them and the Trust and / or the Manager which may impair their independence.
Compliance Officer
The Manager had a designated Compliance Officer who works towards ensuring the compliance with the Trust Deed as well
as all the regulations and guidelines issued by SC, Bursa Securities, other laws as well as internal policies and procedures
which are applicable to the Trust and the Manager.
The Compliance Officer plays an active role in advising the key management staff on regulatory matters as well as internal
policies and procedures in their day to day activities. In addition, the incumbent employs Group’s resources and collaborates
closely with the Group Compliance and Group Operational Risk Department in respect of Compliance & Risk matters. It is
an advantage that the Manager was able to utilize Group’s expertise and resources on compliance and risk methodology for
the benefit of the REIT.
In general, the Manager has to ensure that related party transactions are undertaken in compliance with the SC’s REITs
Guidelines, the Deed and the Listing Requirements. Such transactions are to be carried out at arm’s length basis based on
normal commercial terms and shall not be prejudicial to the interest of the Trust and its Unitholders.
In respect of such transactions, the Manager would have to demonstrate to the AC that the transactions are undertaken on
normal commercial terms, which may include (where applicable) obtaining quotations from parties unrelated to the Manager,
or obtaining a valuation from an independent valuer. All related party transactions are subject to review by AC prior to Board’s
notation.
In dealing with any related party transactions, all related party transactions carried out by or on behalf of the Trust should be:
Any variation of price transacted must comply with REITs Guidelines issued by SC as described in the subsequent paragraphs.
Acquisition / disposal may be transacted at a price other than as per the valuation report provided that:
(i) the acquisition price is not more than 110% of the value assessed in the valuation report;
(ii) the disposal price is not less than 90% of the value assessed in the valuation report; and
(iii) the Trustee provides a written confirmation that the transaction is based on normal commercial terms, at arm’s length,
and not prejudicial to Unitholders’ interest.
The Manager and the Trustee must ensure that prior approval of the Unitholders (by way of an ordinary resolution) is obtained
if the transaction value with related parties is equal to or exceeds 5% of the total asset value of the Trust (post acquisition).
Where the transaction value does not exceed 5% of the total asset value of the Trust (post acquisition), the Trustee must
provide a written confirmation that the transaction is based on normal commercial terms, at arm’s length, and not prejudicial
to the Unitholders’ interest.
The Board members will consider the Trust’s best interest in relation to decision affecting it when they vote at the Board
meetings. In addition, Directors, Chief Executive Officer and management staff of the Manager are expected to act with
honesty and integrity at all times.
The AC together with the management reviews the related party transactions to ensure compliance with the internal control
procedures, relevant provisions of the Deed, SC’s REITs Guidelines and the Listing Requirements. The review includes
examination of the nature of the transaction and the supporting documents, or such other data deemed necessary by the AC.
If a member of the AC has an interest in a transaction, he is to disclose and abstain from participating in the review and the
recommendation process in relation to the transaction. The related party transactions for the FY2018 are as disclosed in Note
24 of the notes to the financial statements within this annual report.
All transactions carried out for or on behalf of the Trust are executed on commercial terms and are no less favorable than
arm’s length transactions between independent parties. The Manager and Trustee will avoid conflict of interests from arising
or if conflict arises, will ensure that the Trust is not disadvantaged by the transaction concerned.
The Directors of the Manager are under a fiduciary duty to the Trust to act in its best interests in relation to decisions affecting
the Trust when they are voting as members of the Board.
Under the Deed, the related parties of the Manager (as defined in the Deed) are prohibited from voting at, or being part of
a quorum for, any meeting of Unitholders convened to approve matter or business if the related parties have interest in the
outcome of a transaction which is different from the interest of other Unitholders.
Save for Directors’ interests in the Trust (as disclosed on page 105 of the Manager’s Report) and the transactions with
companies related to the Manager (as disclosed in Note 24 of the notes to the financial statements within this annual report),
no conflict of interest has arisen during the financial year under review.
The Manager adopts best practices and issues policies to its Directors and employees which prohibit dealings in the Trust’s
units while in possession of material unpublished price-sensitive information. Under the Listing Requirement , the Directors
and employees of the Manager are prohibited from dealing in the Trust’s units during the period commencing on and from
one (1) month prior to the targeted date of announcement of the Trust’s quarterly results to Bursa Securities, up to one
(1) full market day after the announcement of the Trust’s quarterly results. The Manager regularly notifies its Directors and
employees on the maximum closing period of two months which takes effect immediately on the date after the end of each
financial reporting quarter. If any of such affected persons deal in the Trust’s units during such closed period, they are required
to comply with the conditions as set out in the Listing Requirements and the related policies of the Manager. They are also
made aware of the applicability of the insider trading laws at all times and appropriate disclosures of their trading activities
if there are any.
There were no dealings in the Trust’s units during the closed periods by the Directors or employees of the Manager reported
during the financial year up to the date of this Report.
The Manager, being part of AMMB, has in place a policy to provide employees of the Manager and members of the public with
well-defined and accessible channels to report on suspected fraud, corruption, dishonest practices or other similar matters
relating to the Trust and the Manager. The aim of the Policy is to promote whistleblowing in a positive and independent
manner which provides an avenue to escalate concern on improper conduct or transactions and such concern are being
addressed appropriately.
The Policy provides protection to whistleblower which includes not only the employees but also any person that who provides
information, causing information to be provided or otherwise assisting in an investigation regarding improper conduct and /
or filing, causing to be filed, testifying, participating in or otherwise assisting in a proceeding filed or about to be filed relating
to the violation of policies or legislative requirements.
CONCLUSION
The Board has received assurance from the Executive Director / Chief Executive Officer, Chief Financial Officer and Compliance
Officer that the risk management and internal control system is operating adequately and effectively, in all material aspects.
The external auditors have reviewed this Statement for inclusion in the 2018 Annual Report. The external auditors conducted
the review in accordance with the Audit and Assurance Practice Guides 3 – Guidance for Auditors on Engagements to
Report on the Statement on Risk Management and Internal Control included in the Annual Report (AAPG 3) issued by the
Malaysian Institute of Accountants. The review has been conducted to assess whether this Statement is both supported
by the documentation prepared by or for the Board and appropriately reflects the processes the Directors had adopted in
reviewing the adequacy and integrity of the system of internal controls of the Group. AAPG 3 does not require the external
auditors to consider whether this Statement covers all risks and controls, or to form an opinion on the effectiveness of the risk
and control procedures. AAPG 3 also does not require the external auditors to consider whether the processes described to
deal with material internal control aspects of any significant matters disclosed in the Annual Report will, in fact, mitigate the
risks identified or remedy the potential problems. Based on their review, the external auditors have reported to the Board that
nothing had come to their attention that causes them to believe that this Statement is inconsistent with their understanding
of the processes the Board has adopted in the review of the adequacy and effectiveness of the risk management and internal
control.
The Board is of the view that the system of internal control and risk management for the year under review and up to the date
of approval of this Statement is in place, sound and provides a level of confidence on which the Board relies for assurance.
The AC comprises three (3) members, all of whom are Non-Executive Directors, of which two (2) members are Independent
Directors.
COMPOSITION
The AC members of the Manager since the date of the last report and at the date of this report are:-
The Manager is of the view that the AC members have the relevant expertise to discharge the functions of an AC. The primary
role and responsibilities of the AC is to monitor and evaluate the effectiveness of the Trust and the Manager’s internal controls
and to ensure that the financial statements comply with the applicable financial reporting standards. The AC has a set of
terms of reference defining its scope of authority, in relation to its management of the Trust.
TERMS OF REFERENCE
(i) To provide assistance to and to review and report to the Board of the Manager in relation to:-
(a) fulfilling the statutory and fiduciary responsibilities of the Manager; and
(b) monitoring of the accounting and financial reporting practices of the Trust and the Manager.
(ii) To determine that the Trust and the Manager have adequate established policies, procedures and guidelines, operating
and internal controls, and that they are being complied with and are operating effectively in promoting efficiency and
proper conduct and protecting the assets of the Trust.
(iii) To serve as an independent and objective party in the review of the financial information of the Trust that is presented
by the Manager to the Board.
(iv) To review the quarterly and annual financial statements of the Trust prior to the approval by the Board in particular, with
reference to:-
(v) To review and approve the scope of audits, audit plans and audit reports of both the external and internal Auditors.
(vi) To evaluate the adequacy and effectiveness of the Manager’s control systems through the review of the reports of both
the external and internal auditors that highlight internal accounting, organisational and operating control weaknesses
and to determine that appropriate corrective actions are being taken by the Manager.
(vii) To ensure the adequacy of the scope, functions and resources of the internal audit functions and that they have the
necessary authority to carry out their works.
(viii) To ensure thorough discussions with the external and internal auditors, that no restrictions are being placed by the
Manager and employees of the Manager on the scope of their examinations.
(ix) To direct and supervise any special project or investigation which is considered necessary.
(x) To prepare when necessary, periodic reports to the Board summarising the works deemed performed in fulfilling the AC
primary responsibilities.
(xi) To review any related party transaction and conflict of interest situation that may arise including any transaction,
procedure or course of conduct that raises questions of the Manager’s integrity.
(xii) To review the annual appointment of the external auditors, or letter of resignation from external auditors, to negotiate
and approve the annual audit fees and / or special audit fees, and evaluate basis of billings therewith.
MEETING
The AC shall meet at quarterly intervals or such other intervals as the AC shall decide. The quorum necessary for the
transaction of the business of the AC shall be two (2) members. For the FY2018, the AC had met a total of four (4) times. The
attendance of the AC members to the AC meetings held for the FY2018 are as follows:-
Number of Percentage of
Member Designation AC Meeting Attendance (%)
Dato’ Wong Nam Loong Independent Non-Executive Director 4 100
Dato’ Abdullah Thalith bin Independent Non-Executive Director 4 100
Md Thani
Soo Kim Wai Non- Independent Non-Executive Director / Chairman 4 100
(i) Reviewed the adequacy and relevance of the scope, functions, resources, internal audit plan and results of the internal
audit with the internal Auditors.
(ii) Reviewed the audit activities carried out by the internal Auditors and the audit reports to ensure corrective actions were
taken to address the issues reported.
(iii) Reviewed with the external Auditors, the audit plan for the year (inclusive of risk and audit approach, system evaluation,
audit fees and issues raised, and the Manager’s responses) prior to the commencement of the annual statutory audit.
(iv) Reviewed the financial statements, audit report, issues and reservations arising from the statutory audit with the external
Auditors.
(v) Reviewed and discussed the financial performance with the Manager.
(vi) Reviewed the quarterly results and financial statements of the Trust for recommendation to the Board of the Manager
for approval before release to Bursa Securities.
(vii) Reviewed quarterly compliance reports to ensure regulatory requirements, internal policies as well as procedures are
adhered to.
(viii) Reviewed and endorsed all related party transactions entered into by the Trust.
(ix) Reviewed any conflict of interest situation that may arise including any transaction, procedure or course of conduct that
raises question of the Manager’s integrity.
(x) Discussed the implications of any latest changes and pronouncements on the Trust and / or the Manager, issued by the
statutory and regulatory bodies.
(xi) Reviewed overall risk management matters to ensure measures in place to manage the risks are adequate.
(xii) Reported to the Board of the Manager on the significant issues and concerns discussed during the AC meetings,
together with applicable recommendations. Minutes of the AC meetings were tabled and noted by the Board of the
Manager.
(xiii) Reviewed and recommended the re-appointment of external auditors to the Board of the Manager for approval.
In preparing the financial statements for the FY2018, the Directors have:-
The Directors of the Manager are responsible for keeping proper accounting records that disclose with reasonable accuracy
at any time the financial position of AmFIRST REIT. They have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Trust and to prevent and detect fraud and other irregularities.
The Board have the pleasure in presenting their report to the Unitholders of the Trust together with the audited financial
statements of the Trust for the financial year ended 31 March 2018.
The Trust was constituted pursuant to the execution of a Deed dated 28 September 2006 (“Original Deed”) [as amended by
the First Supplemented, Revised and Restated Trust Deed dated 15 December 2006 (“First Deed”) and the Second Restated
Deed dated 13 September 2013) (“Second Deed” or the “Deed”)] by the Manager and the Trustee, Maybank Trustees Berhad.
The Second Deed superseded the Original Deed and the First Deed.
The principal activity of the Trust is to own and invest in a portfolio of commercial properties in major growth areas of
Malaysia, primarily in the Klang Valley.
AmREIT, the Manager of AmFIRST REIT, is a private limited liability company incorporated and domiciled in Malaysia. AmREIT
is principally involved in the business of managing real estate investment trusts.
AmREIT, is a wholly-owned subsidiary of AmREIT Holdings, incorporated in Malaysia. AmREIT Holdings is 70% owned by
AIGB and 30% owned by AmProp. AmProp is a 71% owned subsidiary of AmCorp, which is also a substantial shareholder
of AMMB, the ultimate holding company of AmREIT.
Pursuant to the Deed, the Manager fee is entitled to receive from the Trustee out of the Assets of the REIT, a base fee
(excluding any taxes payable) of up to 0.5% per annum of the total asset value and a performance fee excluding any taxes
payable) of 3% per annum of the net rental income, but before deduction of property management fees. During the financial
year ended 31 March 2018, the Manager’s fee consists of base fee of 0.3% (FY2017: 0.3%) per annum and performance fee
of 3.0% (FY2017: 3.0%) per annum.
In addition, the Manager will also be entitled to an acquisition fee of 1% of the acquisition price of any real estate or single-
purpose company whose principal assets comprise real estate for any acquisition by AmFIRST REIT and a divestment fee
of 0.5% of the sale price of any real estate or single-purpose company whose principal assets comprise real estate, sold or
divested by AmFIRST REIT (pro-rated, if applicable to the proportion of the interest in real estate or single-purpose company
purchased or sold).
During the financial year, the Manager did not receive any soft commission (i.e. goods and services) from its broker, by virtue
of transactions conducted by AmFIRST REIT.
MATERIAL LITIGATION
There is no material litigation pending since the issuance of the last annual report up to the date of this report except for one
as disclosed in Note 27 to the Financial Statements (page 143).
There was no change in the state of affairs of the Trust during the financial year under review.
MATERIAL CONTRACT
There was no material contract entered by the Trust that involved the Directors of the Manager or major Unitholders of the
Trust during the financial year under review.
The Directors of the Manager in office since the date of the last report and at the date of this report are:-
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Manager has received or become entitled to receive a benefit
(other than benefits which are accrued from the fees paid to the Manager or from transactions made with companies related
to the Manager as shown in the notes to the financial statements of the Trust) by reason of a contract made by the Manager
or the Trust or a related corporation with the Director of the Manager or with a firm in which the Director of the Manager is a
member, or with a company in which the Director of the Manager has substantial financial interest, other than related party
transactions as shown in Note 24 to the financial statements of the Trust.
Neither at the end of the financial year, nor at any time during the financial year, did there subsist any arrangement to which
the Manager or the Trust was a party, whereby the Directors of the Manager might acquire benefits by means of acquisition
of shares or debentures of the Manager or any other body corporate, other than those arising from the scheme shares and
options granted pursuant to the Executives’ Share Scheme of AMMB Holdings Berhad (“AMMB”), the ultimate holding
company, or the acquisition of units of the Trust.
DIRECTORS’ INTEREST
None of the directors of the Manager in office at the end of the financial year had any interest in the Trust during the financial
year ended 31 March 2018.
There was no public sanction and / or penalty imposed on the Trust and the Directors of the Manager by the relevant
regulatory bodies during the financial year ended 31 March 2018.
None of the Directors of the Manager has any family relationship with any other Directors or major Unitholders of AmFIRST
REIT.
CONFLICT OF INTEREST
No conflict of interest has arisen during the financial year under review.
None of the Directors has been convicted for offences within the past five (5) years.
The amount of audit and non-audit fees paid or payable to the external auditors for the financial year ended 31 March 2018
are as follows:-
FY2018
Audit Fee 53,500
Non-Audit Fees 8,000
(a) Before the statement of comprehensive income and statement of financial position of the Trust were made out, the
Manager took reasonable steps:-
(i) to ascertain that proper actions had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and satisfied themselves that there were no bad debts and that no further allowance
is required for doubtful debts; and
(ii) to ensure that any current asset which is unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they are expected to be realised at.
(b) At the date of this report, the Manager is not aware of any circumstances not otherwise dealt with in this report or
financial statements of the Trust which would render:
(i) the amount written-off for bad debts or the amount of the provision for doubtful debts made in the financial
statements of the Trust inadequate to any material extent; and
(ii) the values attributed to the current assets in the financial statements of the Trust misleading.
(c) At the date of this report, the Manager is not aware of any circumstances which have arisen, which would render
adherence to the existing method of valuation of assets or liabilities of the Trust misleading or inappropriate.
(d) At the date of this report, the Manager is not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Trust which would render any amount stated in the financial statements misleading.
(i) any charge on the assets of the Trust which has arisen since the end of the financial year which secures the
liabilities of any other person; or
(ii) any contingent liability of the Trust which has arisen since the end of the financial year.
(i) no contingent or other liability of the Trust has become enforceable or is likely to become enforceable within a
period of twelve (12) months after the end of the financial year which will or may affect the ability of the Trust to
meet its obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of the operations of the
Trust for the financial year in which this report is made.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board of the Manager in accordance with a resolution of the Directors of the Manager.
The AGM serves as a platform for both the Manager and the We provide a one-to-one meeting / group meeting to institutional
Unitholders to interact. The AGM enables the Unitholders investors and fund managers on quarterly and yearly basis
to provide constructive feedback and raise their concerns upon requested by the institutional investors and fund
directly to the Board and the Management. It also allows the managers where these meetings / briefings focus on providing
Manager to update the Unitholders on the latest development updates on the financial results as well as on the business
and strategic direction of AmFIRST REIT. development.
The Manager’s active involvement in industry-related Comprehensive information and updates relating to AmFIRST
associations enables us to share our voice through our REIT are also made accessible to the public on AmFIRST
participation. Mr. Wong Khim Chon, the CEO of the Manager REIT’s corporate website at www.amfirstreit.com.my.
is a member of the EXCO and Regulatory and Finance Information such as announcements to Bursa Securities,
Committee of the MRMA. Through MRMA, members share price performance, media releases, corporate
cohesively strive to achieve progressive growth of the presentation, annual reports and other developments are
M-REITs market by developing common benchmarks against archived on AmFIRST REIT’s corporate website.
international best practices and favourable regulatory
regime. It is also our objective to engage with the public The website is updated regularly to ensure that the latest
through investors’ education, particularly in relation to information is readily available to our stakeholders.
raising awareness and sharing knowledge of investment
in REITs. This approach is in line with MRMA’s objectives Our stakeholders also can download our mobile apps to
as MRMA collaborates with Bursa Securities in providing obtain up-to-date information about AmFIRST REIT.
investors education programme. Since CY2016, MRMA has
committed to conducting REITs educational programme Our latest online annual report was not only offered for
in Bursa Securities’s CPE Accredited Products@Bursa desktop computers but also optimised for tablet computers
Programme nationwide. and smartphones, hence, increasing its accessibility to the
mobile devices’ users.
Awards
FEEDBACK AND ENQUIRIES
On 13 October 2017, AmFIRST REIT was selected as a
winner of Focus Malaysia’s Best Under Billion Awards We welcome feedback from our investors so that we can
(BUBA) 2017 for “Best in Transparency” Under Group further improve our interaction with our investing community.
B – Market capitalisation RM500 million – RM950 million. Please feel free to contact us via the followings:-
AmFIRST REIT was selected the winner based on its score in Mr Wong Khim Chon
the following six (6) factors used to determine how transparent Executive Director / Chief Executive Officer
a company is in its disclosure to the shareholders:- E-mail: [email protected]
1. Transparency pledge;
2. Time taken to file annual financial results; Encik Zuhairy bin Md Isa
3. Precise remuneration of directors; Deputy Chief Executive Officer
4. AGM minute, video recording or podcast; E-mail: [email protected]
5. Dividend policy statement; and
6. Whistleblower policy. Mr Chong Hong Chuon
Chief Financial Officer
The awards is a signature event of Focus Malaysia, a business E-mail: [email protected]
and investment weekly for corporate leaders, investors and
local business community. Encik Abdul Rahman bin Mohd Joned
Vice President 2, Finance
E-mail: [email protected]
STATEMENT OF 111
COMPREHENSIVE INCOME
2018 2017
Note RM RM
ASSETS
Non-Current Assets
Investment properties 5 1,650,060,000 1,662,800,000
Receivables 6 3,177,826 4,111,816
1,653,237,826 1,666,911,816
Current Assets
Receivables 6 7,201,175 5,675,943
Deposits with financial institution 7 2,898,129 2,818,199
Cash and bank balances 1,047,897 4,159,386
11,147,201 12,653,528
UNITHOLDERS’ FUNDS
Unitholders’ capital 12 636,624,829 636,624,829
Undistributed income 12 212,739,019 230,581,095
Total Unitholders’ funds 849,363,848 867,205,924
LIABILITIES
Non-Current Liabilities
Rental deposits 8 13,688,025 12,085,986
Borrowings 9 633,041,935 686,142,592
Derivatives 10 764,146 1,283,345
647,494,106 699,511,923
Current Liabilities
Payables 11 8,339,459 8,875,134
Rental deposits 8 12,251,772 13,672,419
Borrowings 9 146,000,000 89,000,000
Derivatives 10 935,842 1,299,944
167,527,073 112,847,497
TOTAL LIABILITIES 815,021,179 812,359,420
TOTAL UNITHOLDERS’ FUNDS AND LIABILITIES 1,664,385,027 1,679,565,344
NET ASSET VALUE 849,363,848 867,205,924
NUMBER OF UNITS IN CIRCULATION 686,401,600 686,401,600
NET ASSET VALUE PER UNIT
- before proposed final distribution 1.2374 1.2634
- after proposed final distribution 1.2166 1.2421
2018 2017
Note RM RM
* Withholding tax will be deducted for distributions made to the following types of Unitholders:
2018 2017
Undistributed Income
Unitholders’ Realised Unrealised Unitholders’
Capital Income Income Funds
RM RM RM RM
Unitholders’ transactions
Distributions to Unitholders
- 2017 final - (14,620,354) - (14,620,354)
- 2018 interim - (14,551,714) - (14,551,714)
- (29,172,068) - (29,172,068)
As at 31 March 2018 636,624,829 16,194,314 196,544,705 849,363,848
Unitholders’ transactions
Distributions to Unitholders
- 2016 final - (21,072,529) - (21,072,529)
- 2017 interim - (13,247,551) - (13,247,551)
- (34,320,080) - (34,320,080)
As at 31 March 2017 636,624,829 14,680,155 215,900,940 867,205,924
2018 2017
Note RM RM
AmFIRST Real Estate Investment Trust (“AmFIRST REIT” or the “Trust”) was constituted pursuant to the execution of
a Deed dated 28 September 2006 (“Original Deed”) (as amended by the First Supplemented, Revised and Restated
Trust Deed dated 15 December 2006 (“First Deed”) and the Second Restated Deed dated 13 September 2013 (“Second
Deed”) executed between the Manager, AmREIT Managers Sdn Bhd (formerly known as Am ARA REIT Managers Sdn
Bhd), and the Trustee, Maybank Trustees Berhad. The Second Deed has superseded the Original Deed and the First
Deed. The Manager, incorporated in Malaysia, is a wholly-owned subsidiary of AmREIT Holdings Sdn Bhd (formerly
known as Am ARA REIT Holdings Sdn Bhd). AmREIT Holdings Sdn Bhd is 70% owned by AmInvestment Group Berhad
and 30% owned by Amcorp Properties Berhad.
AmFIRST REIT was listed on the Main Market of Bursa Malaysia Securities Berhad on 21 December 2006.
The key objective of AmFIRST REIT is to own and invest in real estate, whether directly or indirectly, through the
ownership of single-purpose companies whose principal assets comprise real estate and real estate-related assets.
There have been no significant changes in these activities during the financial year.
The registered office of the Manager is located at 22nd Floor, Bangunan AmBank Group, No. 55, Jalan Raja Chulan,
50200 Kuala Lumpur.
The principal place of business of the Manager is located at Penthouse, Menara AmFIRST, No. 1, Jalan 19/3, 46300
Petaling Jaya, Selangor.
The financial statements were authorised for issue by the Board of Directors of the Manager in accordance with a
resolution of the Directors on 20 April 2018.
2. ACCOUNTING POLICIES
The financial statements have been prepared on a historical cost basis unless otherwise indicated in the financial
statements.
The financial statements of the Trust have been prepared in accordance with the provision of the Deed, the
Securities Commission Malaysia’s Guidelines on Listed Real Estate Investment Trusts (“REITs Guidelines”),
Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”) and
applicable securities laws in Malaysia.
The financial statements are presented in Ringgit Malaysia (“RM”), which is also the functional currency of the
Trust.
Investment properties are properties held to earn rental income or for capital appreciation or both, rather
than for use in the production or supply of goods and services, or for administrative purpose, or sale in
the ordinary course of business.
Investment properties are measured initially at cost, including transaction costs. The carrying amount
includes the cost of replacing part of an existing investment property at the time the cost is incurred if the
recognition criteria are met; and excludes the costs of day-to-day servicing of an investment property.
Subsequent to initial recognition, investment properties are stated at fair value which reflects market
condition at the reporting date. The fair value is arrived at by reference to market evidence of transaction
prices for similar properties and is valued by registered independent valuers having an appropriate
recognised professional qualification and recent experience in the location and category of property
being valued. Gains and losses arising from changes in the fair values of investment properties are
included in profit or loss in the year in which they arise.
Investment properties are derecognised upon disposal or when they are permanently withdrawn from use
and no future economic benefit is expected from their disposal. On disposal, the difference between the
net disposal proceeds and the carrying amount is recognised in profit or loss.
2.4b Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at inception date, whether fulfilment of the arrangement is dependent on the use of
a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not
explicitly specified in an arrangement.
Leases in which the Trust does not transfer substantially all the risks and benefits of ownership
of the asset are classified as operating leases. Initial direct costs incurred in negotiating an
operating lease are added to the carrying amount of the leased asset and recognised over the
lease term on the same basis as rental income. Contingent rents are recognised as revenue in
the period in which they are earned.
All financial assets and liabilities are initially recognised on the trade date, i.e., the date that the
Trust becomes a party to the contractual provisions of the instrument. This includes regular way
trades; purchases or sales of financial assets that require delivery of assets within the time frame
established by regulation or convention in the market place.
The classification of financial instruments at initial recognition depends on their purpose and
characteristics and the management’s intention in acquiring them.
All financial assets are recognised initially at fair value plus, in the case of financial assets
not recorded at fair value through profit or loss, transaction costs that are attributable to the
acquisition of the financial asset.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
2.4c(iii)(a) Financial assets and financial liabilities at fair value through profit or loss:
derivatives
The Trust uses derivative instrument i.e. interest rate swap to hedge its risk associated
with interest rates. Such derivative financial instrument is initially recognised at fair
value on the date on which derivative contract is entered into and it is subsequently
re-measured at fair value. Derivative is recorded at fair value and carried as asset
when its fair value is positive and as liability when its fair value is negative. Changes
in fair value of derivative is recognised in profit or loss.
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. After initial measurement,
such financial assets are subsequently measured at amortised cost using the
effective interest method based on effective interest rate (“EIR”) less allowance for
impairment. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The
EIR amortisation is included in “interest income” in profit or loss. The losses arising
from impairment are recognised in profit or loss as “impairment losses on financial
investments” for loans / financing or “other operating expenses” for receivables.
Financial liabilities issued by the Trust, that are not designated at fair value through
profit or loss, are classified as financial liabilities at amortised cost, where the
substance of the contractual arrangement results in the Trust having an obligation
either to deliver cash or another financial asset to the holder, or to satisfy the obligation
other than by the exchange of a fixed amount of cash or another financial asset.
When the transaction price differs from the fair value of other observable current
market transactions in the same instrument or based on a valuation technique
whose variables include only data from observable markets, the Trust immediately
recognises the difference between the transaction price and fair value (a “Day 1”
profit or loss) in “gain / (loss) arising from measuring non-current financial liabilities
at amortised cost”. In cases where fair value is determined using data which is
not observable, the difference between the transaction price and model value is
only recognised in profit or loss when the inputs become observable, or when the
instrument is derecognised.
A financial asset (or, where applicable a part of a financial asset or part of a group
of similar financial assets) is derecognised when:
- The contractual rights to receive cash flows from the asset have expired.
- The Trust has transferred its rights to receive cash flows from the asset or
has assumed an obligation to pay the received cash flows in full without
material delay to a third party under a “pass-through” arrangement; and
either:
- the Trust has transferred substantially all the risks and rewards of the asset, or
- the Trust has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
When the Trust has transferred its rights to receive cash flows from an asset or has
entered into a pass-through arrangement, and has neither transferred nor retained
substantially all the risks and rewards of the asset nor transferred control of the
asset, the asset is recognised to the extent of the Trust’s continuing involvement
in the asset. In that case, the Trust also recognises an associated liability. The
transferred asset and the associated liability are measured on a basis that reflects
the rights and obligations that the Trust has retained.
The Trust measures certain financial instruments such as derivative, and non-financial assets such as
investment property, at fair value at the end of each reporting period.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- in the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Trust uses valuation techniques that are in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
For all other financial instruments not traded in an active market, the fair value is determined by using
appropriate valuation techniques. Valuation techniques include the discounted cash flow method,
comparison with similar instruments for which market observable prices exist, option pricing models and
other relevant valuation models.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Trust
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on lowest level input that is significant to the fair value measurements a whole) at the financial year end.
An analysis of fair values of financial instruments and further details as to how they are measured are
provided in Note 25.
The Trust assesses, at each reporting date, whether there is objective evidence that a financial asset
or a group of financial assets is impaired. An impairment exists if one or more events that has occurred
since the initial recognition of the asset (an incurred “loss event”), has an impact on the estimated future
cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence
of impairment may include indications that the debtors or a group of debtors is experiencing significant
financial difficulty, default or delinquency in payments, the probability that they will enter bankruptcy or
other financial reorganisation and observable data indicating that there is a measurable decrease in the
estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For financial assets carried at amortised cost, the Trust first assesses whether impairment exists
individually for financial assets that are individually significant, or collectively for financial assets
that are not individually significant. If the Trust determines that no objective evidence of impairment
exists for an individually assessed financial asset, whether significant or not, it includes the asset
in a group of financial assets with similar credit risk characteristics and collectively assesses them
for impairment. Assets that are individually assessed for impairment and for which an impairment
loss is, or continues to be, recognised are not included in a collective assessment of impairment.
The amount of any impairment loss identified is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future expected
credit losses that have not yet been incurred). The present value of the estimated future cash
flows is discounted at the financial asset’s original EIR.
The carrying amount of trade receivables is reduced through the use of an allowance account
while the carrying amount of other financial assets are reduced directly in that account. The
associated loss is recognised in profit or loss. Trade receivables together with the associated
allowance are written-off when there is no realistic prospect of future recovery and all collateral
has been realised or has been transferred to the Trust. If, in subsequent year, the amount of
the estimated impairment loss increases or decreases because of an event occurring after
the impairment was recognised, the previously recognised impairment loss is increased or
reduced by adjusting the allowance account and the particular financial asset account for trade
receivables and other financial asset respectively. If a write-off is later recovered, the recovery is
adjusted in profit or loss.
Financial assets and financial liabilities are offset and the net amount is reported in the statement of
financial position if there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Cash and short-term deposits in the statement of financial position comprise cash and bank balances
with banks and other financial institution, and short-term deposits maturing within three months.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-
term funds as defined above and net of outstanding bank overdrafts.
2.4h Provisions
Provisions are recognised when the Trust has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the
Trust expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.
The expense relating to a provision is presented in profit or loss net of any reimbursement.
A contingent liability is 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 in extremely rare cases whereby there is
a liability that cannot be recognised because it cannot be measured reliably. The contingent liability is
not recognised but instead is disclosed in the financial statements. A possible obligation that arises from
past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of the Trust is also disclosed as a contingent liability
unless the probability of outflow or economic resources is remote.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within
the control of the Trust. The Trust does not recognise contingent assets in the financial statements but
discloses its existence where inflows of economic benefits are probable, but not virtually certain.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Trust
and the revenue can be reliably measured. The following specific recognition criteria must be met before
revenue is recognised.
For all financial assets and financial liabilities measured at amortised cost, interest / financing
income or expense is recorded using the EIR. EIR is the rate that exactly discounts estimated
future cash payments or receipts through the expected life of the financial instrument or a shorter
period, where appropriate, to the net carrying amount of the financial asset or financial liability.
The calculation takes into account all contractual terms of the financial instrument and includes
any fees or incremental costs that are directly attributable to the instrument and are an integral
part of the EIR, but not future credit losses.
The carrying amount of the financial asset or financial liability is adjusted if the Trust revises its
estimates of payments or receipts. The adjusted carrying amount is calculated based on the
original EIR and the change in carrying amount is recorded in profit or loss.
Rental income arising from operating leases on investment properties is accounted for on a
straight-line basis over the lease terms. The aggregate costs of incentives provided to lesees are
recognised as a reduction of rental income over the lease term on a straight-line basis.
Property expenses consist of property management fees, quit rent, assessment and other outgoings in
relation to investment properties.
The basis by which Manager’s and Trustee’s fee is derived is as explained in Note 15 and Note
16 respectively.
Income distributions are recognised as a liability when they are approved by Trustee and the Board of
Directors of the Manager. Interim distributions are deducted from Unitholders’ funds when they are paid.
Income distribution to Unitholders of AmFIRST REIT that are declared after the reporting period are not
recognised as a liability at the end of the reporting period.
2.4m Taxation
Current income tax assets and liabilities for the current period are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted, or substantively enacted, at the reporting
date.
Deferred tax is provided using the liability method on temporary differences between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes at the
reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
- Where the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilised, except:
- When the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed
at each reporting date and are recognised to the extent that it has become probable that future
taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted, or substantively enacted, at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised in correlation to the
underlying transaction either in other comprehensive income or directly in equity and deferred
tax arising from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for
separate recognition at that date, would be recognised subsequently if new information about
facts and circumstances changed. The adjustment would either be treated as a reduction to
goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or in income statement.
The Trust’s earnings per unit (“EPU”) is presented based on basic and diluted format.
Basic EPU is calculated by dividing the profit or loss attributable to Unitholders of AmFIRST REIT by the
weighted average number of units outstanding during the year.
Diluted EPU is determined by adjusting the profit or loss attributable to Unitholders against the weighted
average number of units outstanding adjusted for the effects of all dilutive potential units.
The accounting policies adopted are consistent with those of the previous financial year except for the adoption
of the following new and amended standards and interpretations which became effective for the Trust on 1 April
2017:
The adoption of these new and amended standards and interpretations did not have any material impact on the
financial statements of the Trust.
The standards and interpretations that are issued but not yet effective up to the date of issuance of the Trust’s
financial statements. The Trust intends to adopt these standards, if applicable, when they become effective.
Effective for
annual periods
beginning on
Description or after
The nature of the Standards relevant to the Trust, that are issued but not yet effective are described below.
The Trust is assessing the financial effects of their adoption.
3.3 Effect of adoption of standards issued but not yet effective (Contd.)
In November 2014, MASB issued the final version of MFRS 9 Financial Instruments which reflects all
phases of the financial instruments project and replaces MFRS 139 Financial Instruments: Recognition
and Measurement and all previous versions of MFRS 9. The standard introduces new requirements for
classification and measurement, impairment and hedge accounting.
During the financial year, the Trust have performed an impact assessment on all aspects of MFRS 9.
This assessment is based on currently available information and may be subject to changes arising from
further reasonable and supportable information being made available to the Trust in financial year ending
31 March 2019 when the Trust will adopt MFRS 9. The estimable impact from the adoption of MFRS 9
based on currently available information is insignificant.
All financial assets are measured at fair value on initial recognition, adjusted for transaction costs
if the instrument is not accounted for at fair value through profit or loss (FVTPL). However, trade
receivables without a significant financing component are initially measured at their transaction
price as defined in MFRS 15 Revenue from Contracts with Customers.
Debt instruments are subsequently measured on the basis of their contractual cash flows and the
business model under which the debt instruments are held. If a debt instrument has contractual
cash flows that are solely payments of principal and interest on the principal outstanding and
is held within a business model with the objective of holding the assets to collect contractual
cash flows, it is accounted for at amortised cost. If a debt instrument has contractual cash flows
that are solely payments of principle and interest on the principal outstanding and is held in
a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets, it is measured at fair value through other comprehensive income (FVOCI)
with subsequent reclassification to profit or loss.
All other debt instruments are subsequently accounted for at FVTPL. Also, there is a fair value
option (FVO) that allows financial assets on initial recognition to be designated as FVTPL if that
eliminates or significantly reduces an accounting mismatch.
Equity instruments are generally measured at FVTPL. However, entities have an irrevocable
option on an instrument-by-instrument basis to present changes in the fair value of non-trading
instruments in OCI (without subsequent reclassification to profit or loss).
The Trust does not expect a significant impact on its balance sheet on equity on applying the
classification and measurement requirements of MFRS 9 except for receivables that meet the
criteria for amortised cost measurement under MFRS 9. Therefore, reclassification for these
instrument is not required.
For financial liabilities designated as FVTPL using the FVO, the amount of change in the fair value
of such financial liabilities that is attributable to changes in credit risk must be presented in OCI.
The remainder of the change in fair value is presented in profit or loss, unless presentation of
the fair value change in respect of the liability’s credit risk in OCI would create or enlarge an
accounting mismatch in profit or loss.
3.3 Effect of adoption of standards issued but not yet effective (Contd.)
All other MFRS 139 classification and measurement requirements for financial liabilities have
been carried forward into MFRS 9, including the embedded derivative separation rules and the
criteria for using the FVO.
The Trust does not expect a significant impact on the classification and measurement of financial
liabilities upon adoption of MFRS 9.
The impairment requirements are based on an expected credit loss (“ECL”) model that replaces
the MFRS 139 incurred loss model.
The ECL model applies to: debt instruments accounted for at amortised cost or at FVOCI; most
loan commitments; financial guarantee contracts; contract assets under MFRS 15; and lease
receivables under MFRS 117 Leases.
Entities are generally required to recognise either 12-months’ or life time ECL, depending on
whether there has been a significant increase in credit risk since initial recognition (or when the
commitment or guarantee was entered into). For trade receivables without a significant financing
component, and depending on an entity’s accounting policy choice for other trade receivables
and lease receivables, a simplified approach applies whereby life time ECL are always recognised.
The measurement of ECL must reflect a probability weighted outcome, the effect of the time
value of money, and based on reasonable and supportable information that is available without
undue cost or effort.
Based on the impact assessment on the impairment requirements of MFRS 9, the Trust will apply
the simplified approach to calculate the ECL on receivables.
Hedge effectiveness testing must be prospective and can be qualitative, depending on the
complexity of the hedge.
The time value of an option, the forward element of a forward contract and any foreign currency
basis spread can be excluded from the designation as the hedging instrument and accounted
for as costs of hedging.
More designations of groups of items as the hedged item are possible, including layer
designations and some net positions.
The Trust does not expect any impact on the hedging requirements of MFRS 9.
3.3 Effect of adoption of standards issued but not yet effective (Contd.)
The amendments clarify when an entity should transfer property, including property under construction
or development into, or out of investment property.
The amendments state that a change in use occurs when the property meets, or ceases to meet, the
definition of investment property and there is evidence of the change in use.
A mere change in management’s intentions for the use of a property does not provide evidence of a
change in use.
MFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with
customers. MFRS 15 will supersede the current revenue recognition guidance including MFRS 118
Revenue, MFRS 111 Construction Contracts and the related interpretations when it becomes effective.
The core principle of MFRS 15 is that an entity should recognise revenue which depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services.
Under MFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e.
when “control” of the goods or services underlying the particular performance obligation is transferred to
the customer.
The adoption of MFRS 15 on required effective date of 1 April 2018 for the Trust is not expected to have
material financial impact on the financial statements of the Trust.
MFRS 16 will replace MFRS 117 Leases, IC Interpretation 4 Determining whether an Arrangement contains a
Lease, IC Interpretation 115 Operating Lease-Incentives and IC Interpretation 127 Evaluating the Substance
of Transactions Involving the Legal Form of a Lease. MFRS 16 sets out the principles for the recognition,
measurement, presentation and disclosure of leases and requires lessees to account for all leases under a
single on-balance sheet model similar to the accounting for finance leases under MFRS 117.
At the commencement date of a lease, a lessee will recognise a liability to make lease payments and an
asset representing the right to use the underlying asset during the lease term. Lessees will be required to
recognise interest expense on the lease liability and the depreciation expense on the right-of-use asset.
Lessor accounting under MFRS 16 is substantially the same as the accounting under MFRS 117. Lessors
will continue to classify all leases using the same classification principle as in MFRS 117 and distinguish
between two types of leases: operating and finance leases.
The adoption of MFRS 16 on required effective date of 1 April 2019 for the Trust is not expected to have
any material financial impact on the financial statements of the Trust.
The preparation of financial statements in accordance with MFRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and reported amounts of revenues, expenses, assets
and liabilities and the accompanying disclosures. Judgements, estimates and assumptions are continually evaluated
and are based on past experience, reasonable expectations of future events and other factors. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets
or liabilities affected in future periods.
No major judgements have been made by the Trust in applying the accounting policies. There are no key assumptions
concerning the future and other key sources of estimation uncertainty at reporting date that have a significant risk of
causing material adjustment to the carrying amounts of assets and liabilities within the next financial year other than
those disclosed in Note 5.
5. INVESTMENT PROPERTIES
2018 2017
RM RM
Investment properties are stated at fair value which has been determined based on valuations that reflect market
conditions at the end of the reporting period by accredited independent valuers. The valuations were based on
comparison and investment methods that makes comparison to comparable properties. The fair value measurement
of the investment properties were based on significant inputs that are not observable in the market, which MFRS 13
refers to as Level 3 fair value hierarchy inputs. The significant unobservable input for all investment properties are the
capitalisation term yield and the reversion yield.
1
Yield that the investment properties are expected to achieve and is derived from the current average rental rate,
including revision upon renewal of tenancies during the term.
2
Yield that the investment properties are expected to achieve upon expiry of current term rental.
Significant increases / (decreases) in estimated inputs in isolation would result in a significant higher / (lower) fair value.
(i) Menara AmBank Freehold Kuala Lumpur Office 259,610,872 321,500,000 37.85 257,130,640 318,800,000 36.76
NOTES TO THE
(ii) Bangunan Leasehold@ Kuala Lumpur Office 194,332,208 260,000,000 30.61 193,530,156 259,000,000 29.87
AmBank Group
(iii) Menara AmFIRST Freehold Petaling Jaya Office 64,840,511 72,000,000 8.48 64,722,797 72,500,000 8.36
FINANCIAL STATEMENTS
(iv) Wisma AmFIRST Leasehold# Kelana Jaya Office 94,679,555 114,000,000 13.42 94,626,360 114,000,000 13.15
(v) The Summit Freehold Subang Jaya Commercial 362,417,524 365,060,000 42.98 358,138,423 382,200,000 44.07
Subang USJ Office, Hotel
and Retail Mall
(vi) Prima 9 Freehold CyberJaya Office 73,239,407 73,200,000 8.62 73,224,077 73,000,000 8.42
(vii) Prima 10 Freehold CyberJaya Office 62,329,060 66,300,000 7.81 62,305,560 66,300,000 7.65
(viii) Jaya 99 Leasehold^ Melaka Office 87,966,806 102,000,000 12.01 87,940,861 102,000,000 11.76
(ix) Mydin HyperMall Freehold Penang Hypermall 254,123,504 276,000,000 32.49 254,123,504 275,000,000 31.71
Legend:
@ The leasehold land will expire on 3 June 2084.
# The leasehold land will expire on 9 February 2094.
^ The leasehold land will expire on 7 October 2109.
6. RECEIVABLES
2018 2017
RM RM
Non-Current
Accrued lease receivable (a) 3,177,826 4,111,816
Current
Trade receivables (b) 2,255,497 2,348,591
Less: Allowance for impairment (209,308) (606,301)
Trade receivables, net 2,046,189 1,742,290
Accrued lease receivable (a) 1,168,415 156,338
Other receivables, deposits and prepayments 3,986,571 3,777,315
Total current receivables, net 7,201,175 5,675,943
(a) All leasing incentives for the new or renewed operating lease are recognised as a reduction of rental income over
the lease term, on a straight-line basis. This represents the balance unamortised of the lease incentives arising
from the fit-out costs and rent-free-period incentives given to lessee.
(b) Included in trade receivables are rental outstanding from companies related to the Manager amounting to
RM388,332 (2017: RM241,195) which are subject to normal trade terms.
The Trust’s primary exposure to credit risk arises through its trade receivables. The Trust’s trading terms with its tenants
are mainly on credit. The credit period is generally for a period of 7 days as stipulated in the tenancy agreement. The
Trust seeks to maintain strict control over its outstanding receivables and has a sound credit control processes in place
to minimise credit risk. Overdue balances are reviewed regularly by management. The Trust’s trade receivables relate to
a large number of diversified customers, and other than AmBank Group, there is no significant concentration of credit risk.
2018 2017
RM RM
Placements with a licensed bank maturing within three months 2,898,129 2,818,199
The deposits have been placed with a financial institution related to the Manager of the Trust.
Details of the interest rate and maturity of the deposits are disclosed in Note 25(b)(ii).
8. RENTAL DEPOSITS
2018 2017
RM RM
Non-current
Payable after 12 months 13,688,025 12,085,986
Current
Payable within 12 months 12,251,772 13,672,419
25,939,797 25,758,405
Included in the above are rental deposits received from companies related to the Manager amounting to:
2018 2017
RM RM
Non-current
Payable after 12 months 3,976,955 6,954,138
Current
Payable within 12 months 7,009,873 4,386,862
10,986,828 11,341,000
9. BORROWINGS
2018 2017
RM RM
Current
Term Loan 57,000,000 -
Revolving Credit 89,000,000 89,000,000
146,000,000 89,000,000
Non-Current
Term Loan 85,850,000 142,850,000
Revolving Credit 298,500,000 295,000,000
Syndicated Term Loan 250,000,000 250,000,000
Loan transaction costs subject to amortisation (1,308,065) (1,707,408)
633,041,935 686,142,592
9. BORROWINGS (CONTD.)
A term loan facility of RM57.0 million and revolving credit facility of RM4.0 million are secured by way of a lien holder’s
caveat over Menara AmFIRST. A revolving credit facility of RM85.0 million is secured by way of a lien holder’s caveat
over Wisma AmFIRST. A revolving credit facility of RM210.0 million is secured by a lien holder’s caveat over Menara
AmBank. A revolving credit facility of RM140.0 million is secured by way of a lien holder’s caveat over The Summit
Subang USJ. A term loan facility of RM85.85 million is secured by first party legal charge over Jaya 99. The Syndicated
Term Loan facility of RM250.0 million is secured by first party legal charge over Mydin and Prima 10.
Details of the interest rate and maturity of the borrowings are disclosed in Note 25(b)(ii).
The Trust has pledged its short term deposits of RM2,898,129 (2017: RM2,818,199) as a requirement for the RM57.0
million Term Loan Facility, RM85.0 million and RM210.0 million Revolving Credit Facilities.
10. DERIVATIVES
2018 2017
RM RM
On 6 January 2015, The Trust has entered into a 5-year Interest Rate Swap (“IRS”) contract with AmBank (M) Berhad
with a notional amount of RM100,000,000 to hedge the Trust’s floating interest rate for fixed rate in order to mitigate the
risk on fluctuating interest rate. The Trust pays fixed rate of 4.25% per annum on the notional amount in exchange of
the 3-month KLIBOR.
On 18 January 2016, The Trust has entered into a new 5-year Interest Rate Swap (“IRS”) contract with AmBank (M)
Berhad with a notional amount of RM100,000,000 to hedge the Trust’s floating interest rate for fixed rate. In this
contract, The Trust pays fixed rate of 4.09% per annum on the notional amount in exchange of the 3-month KLIBOR.
11. PAYABLES
2018 2017
RM RM
(i) Amounts owing to the Manager and Trustee of RM621,047 (2017: RM617,702) and RM28,308 (2017: RM28,891)
respectively.
2018 2017
RM RM
Unit Unit
RM RM
As at 31 March 2018, the Manager and all of the directors of the Manager do not have any unitholding in the Trust.
However, the parties related to the Manager held unit in the Trust as follows:
2018 2017
Number Market Number Market
of units Value of units Value
RM RM
Unitholdings of parties
related to the Manager
AmBank (M) Berhad 183,489,138 110,093,483 183,489,138 148,626,202
Yayasan Azman Hashim 41,779,353 25,067,612 41,779,353 33,841,276
Jadeline Capital Sdn Bhd 22,518,000 13,510,800 36,168,000 29,296,080
Amcorp Group Berhad 13,650,000 8,190,000 - -
AmMetLife Insurance Berhad
on behalf of Life Fund 11,200,000 6,720,000 11,200,000 9,072,000
Azman bin Hashim 849,076 509,446 849,076 687,752
AmGroup Foundation 2,560 1,536 2,560 2,074
The market value is determined by multiplying the number of units with the market closing price of RM0.600 per unit as
at 31 March 2018 (31 March 2017: RM0.810 per unit).
2018 2017
RM RM
AmFIRST REIT leases out its investment properties (Note 5) under operating leases. The future minimum lease receivable
under non-cancellable leases are as follows:
2018 2017
RM RM
2018 2017
RM RM
* Property management fee was charged by property managers in accordance with the Valuers, Appraisers and Estate
Agent Act 1981 with permissible discount.
(i) a base fee of up to 0.50% per annum of the total asset value of the Trust (excluding any taxes payable);
(ii) a performance fee of up to 3.00% per annum of the net property income (excluding any taxes payable), accruing
monthly, but before deduction of property management fees;
(iii) an acquisition fee of 1.00% of the acquisition price of any asset of the Trust; and
(iv) a divestment fee of 0.50% of the sale price of any Asset of the Trust.
The Manager’s fee for the current financial year consists of a base fee of 0.30% (2017: 0.30%) per annum and
performance fee of 3.00% (2017: 3.00%) per annum.
Pursuant to the Deed, the Trustee is entitled to receive a fee up 0.10% per annum of the net asset value. The Trustee’s
fee for the current financial year is calculated based on 0.04% (2017: 0.04%) per annum on the net asset value.
2018 2017
RM RM
Write back of impairment loss on trade receivables (Note 25(b)(iii)) (393,203) (98,425)
18. TAXATION
2018 2017
RM RM
Pursuant to the amendment of Section 61A of the Income Tax Act, 1967 under the Finance Act 2006 which was
gazetted on 31 December 2006, where in the basis period for a year of assessment, 90% or more of the total income
of the Trust is distributed to its Unitholders, the total income of the Trust for that year of assessment shall be exempted
from tax.
Domestic current income tax is calculated at the statutory tax rate of 24% (2017: 24%) of the estimated assessable
profit for the year.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income
tax expense at the effective tax rate of the Trust is as follows:
2018 2017
RM RM
Income tax using Malaysian tax rate of 24% (2017: 24%) 2,719,198 5,337,322
Effects of non-deductible expenses 398,796 348,113
Effect of fair value adjustment on investment properties
not subject to tax 4,928,896 1,576,271
Effects of income exempted from tax (8,046,890) (7,261,706)
Tax expense - -
Earnings per unit after manager’s fees is computed based on net income for the year divided by the weighted average
number of units in circulation during the year.
2018 2017
Earnings per unit before manager’s fees is computed based on net income for the year after adding back manager’s
fees, divided by the weighted average number of units in circulation during the year.
2018 2017
In respect of the current financial year ended 31 March 2018, the Manager had paid an interim income distribution of
2.12 sen per unit for the six-month financial period from 1 April 2017 to 30 September 2017 of RM14,551,714 and has
proposed a final income distribution of 2.08 sen per unit for the six-month financial period from 1 October 2017 to 31
March 2018 totalling RM14,277,153 which is in line with the objectives of AmFIRST REIT to deliver regular and stable
distributions to Unitholders. The total income distribution of 4.20 sen per unit for the financial year ended 31 March
2018 is from the following sources:
2018 2017
RM RM
2018 2017
The calculation of PTR is based on the average of the total acquisitions and total disposals of investments in the Trust
for the financial year calculated to the average net asset value during the financial year.
2018 2017
The calculation of MER is based on total fees of the Trust incurred, including the Manager’s fee, Trustee’s fee, auditors’
remuneration, tax agent’s fee and administrative expenses, to the average net asset value during the financial year.
Comparison of MER of the Trust with other real estate investment trusts which use different basis of calculation may
not be an accurate comparison.
2018 2017
RM RM
2018 2017
RM RM
Other than as disclosed in the respective notes, the other outstanding balances arising from transactions with companies
related to the Manager as at end of the financial year include:
2018 2017
RM RM
AmBank Group
Bank balances and deposits placed with AmBank (M) Berhad 3,931,113 6,958,890
Bank borrowings from AmBank (M) Berhad 544,500,000 541,000,000
Rental deposits received from the AmBank Group 10,986,828 11,341,000
The above transactions have been entered into in the normal course of business and have been established on terms
and conditions that are not materially different from those obtainable in transactions with unrelated parties.
AmFIRST REIT operates within clearly defined guidelines as set out in the REITs Guidelines. The REITs Guidelines have
been formulated with the objective of providing a regulatory framework that would protect the interests of the investing
public. AmFIRST REIT’s risk management policies, which ensure compliance with the spirit of the REITs Guidelines, are
set out below. It is not the Trust’s policy to engage in speculative transactions.
(a) The following are classes of financial instruments that have carrying amounts which are reasonable approximations
of their fair value.
Receivables (i)
Deposits with financial institution (i)
Cash and bank balances (i)
Financial liabilities
Payables (i)
Rental deposits (ii)
Borrowings (ii)
The following methods and assumptions were used to estimate the fair values of financial assets and liabilities
as at the reporting date:
(i) Cash and bank balances, deposits with financial institution, receivables and payables
The carrying values of these financial assets and financial liabilities approximate their fair value due to the
short-term maturity of these instruments.
Fair value is estimated by discounting expected future cash flows at the market incremental lending rate
for similar types of borrowings and payables at the reporting date.
AmFIRST REIT is exposed to financial risks arising from operations and the use of financial instruments. The key
financial risks include interest rate, credit and liquidity risks.
AmFIRST REIT’s exposure to changes in interest rates relate primarily to interest-earning financial assets
and interest bearing financial liabilities. Interest rate risk is managed by the Manager on an ongoing basis
with the primary objective of limiting the extent to which interest expense could be affected by adverse
movements in interest rate.
The interest rate profile of AmFIRST REIT’s significant interest bearing financial instruments, based on
carrying amounts as at the end of reporting period is as follows:
2018 2017
RM RM
Financial assets:
Financial liabilities:
If the interest rates have been higher or lower and all other variables were held constant, the Trust’s income
for the following year would increase or (decrease) accordingly as a result from the Trust’s exposure to
interest rates on its rate borrowing which is not hedged. The Trust has performed the following interest
rate sensitivity analysis to show the Trust’s sensitivity to interest rates exposure:
Profit or loss
25 basis point 25 basis point
Increase Decrease
RM RM
2018
Floating rate instruments (1,733,375) 1,733,375
IRS swap Contract 500,000 (500,000)
(1,233,375) 1,233,375
2017
Floating rate instruments (1,724,625) 1,724,625
IRS swap Contract 500,000 (500,000)
(1,224,625) 1,224,625
In respect of interest-earning financial assets and interest bearing liabilities, the following table indicates
their weighted average effective interest rates at the reporting date and the periods in which they mature.
Weighted
average
effective Within
interest rate Total 1 year > 1-5 years
% RM RM RM
2018
Financial assets
Deposits with financial
institution 2.80 2,898,129 2,898,129 -
Financial liabilities
Term loans 4.68 391,541,935 57,000,000 334,541,935
Revolving credit facilities 4.75 387,500,000 89,000,000 298,500,000
2017
Financial assets
Deposits with financial
institution 2.80 2,818,199 2,818,199 -
Financial liabilities
Term loans 4.43 391,142,592 - 391,142,592
Revolving credit facilities 4.32 384,000,000 89,000,000 295,000,000
Credit risk is the risk of loss that may arise on the outstanding financial assets should a counterparty
default on its obligation.
As at the reporting date, other than the amount due from the AmBank Group, the Trust does not have any
significant exposure to any individual customer or counterparty nor does it have any major concentration
of credit risk related to any financial assets.
The Trust’s credit risk profile of its trade receivables as at the reporting date is tabled as follows:
Provision of
Impairment
Gross Loss Net
RM RM RM
2018
Current 1,309,428 (15,316) 1,294,112
Impairment
Past due 30 - 60 days 351,874 (36,133) 315,741
Past due 61 - 90 days 28,541 (1,092) 27,449
Past due more than 90 days 565,654 (156,767) 408,887
2,255,497 (209,308) 2,046,189
2017
Current 1,113,797 (154,645) 959,152
Impairment
Past due 30 - 60 days 510,212 (129,531) 380,681
Past due 61 - 90 days 186,197 (60,943) 125,254
Past due more than 90 days 538,385 (261,182) 277,203
2,348,591 (606,301) 1,742,290
All of the Trust’s other receivables are neither past due nor impaired.
2018 2017
RM RM
Liquidity risk is the risk that the Trust will encounter difficulty in meeting its financial obligations as they
fall due.
The Trust manages its liquidity risk by maintaining a portion of its resources in deposits and balances with
financial institutions to meet estimated commitments arising from financial liabilities.
The table below summarises the maturity profile of the Trust’s financial liabilities at the reporting date
based on contractual repayment obligations.
Within
one year 1-5 years Total
RM RM RM
2018
Rental deposits 12,251,772 13,688,025 25,939,797
Payables 8,339,459 - 8,339,459
Borrowings 146,000,000 633,041,935 779,041,935
Total financial liabilities 166,591,231 646,729,960 813,321,191
2017
Rental deposits 13,672,419 12,085,986 25,758,405
Payables 8,875,134 - 8,875,134
Borrowings 89,000,000 686,142,592 775,142,592
Total financial liabilities 111,547,553 698,228,578 809,776,131
The Trust’s objective when managing capital are to safeguard the Trust’s ability to continue as a going concern and to
maintain an optimal capital structure so as to maximise Unitholders’ value.
The Manager monitors capital using the gearing ratio of the Trust. Under the Securities Commission in Malaysia’s REITs
Guidelines, the Trust is required to maintain a gearing not exceeding 50%.
The gearing is calculated as gross borrowings divided by total assets value of the Trust. Gross borrowings refer to the
gross interest-bearing borrowings as set out in Note 9.
2018 2017
RM RM
Legal Proceedings Instituted by Swan Property Sdn Bhd & 14 Others VS. The Summit Subang USJ Management
Corporation and Maybank Trustees Berhad (as Trustee for AmFIRST Real Estate Investment Trust) by way of
Kuala Lumpur High Court Suit No. WA-22NCC-82-02/2018 (“Kuala Lumpur Suit”)
On 15 December 2017, Maybank Trustees Berhad, the trustee of AmFIRST REIT (“AmFIRST REIT Trustee”) was served
with a Writ of Summons and Statement of Claim dated 13 December 2017 vide Shah Alam High Court Suit No. BA-
22NCvC-718-12/2017 (“Shah Alam Suit”). The Shah Alam Suit was filed by Swan Property Sdn Bhd and 14 Others
(“Plaintiffs”) who named The Summit Subang USJ Management Corporation (“MC”) as the 1st Defendant and AmFIRST
REIT Trustee as the 2nd Defendant.
In the Shah Alam Suit, the Plaintiffs alleged that the MC has breached certain statutory and fiduciary duties; and the MC
and AmFIRST REIT Trustee have conspired to injure the Plaintiffs.
However, on 22 February 2018, the Plaintiffs withdrew the Shah Alam Suit with liberty to file afresh.
Given the foregoing, the Plaintiffs subsequently re-filed their claims against the MC and AmFIRST REIT Trustee at
the Kuala Lumpur High Court vide Kuala Lumpur High Court Suit No. WA-22NCC-82-02/2018 (“Kuala Lumpur Suit”).
A copy of the Writ of Summons and Statement of Claim of the Kuala Lumpur Suit was served on the solicitors for
AmFIRST REIT Trustee on 6 March 2018. In the Kuala Lumpur Suit, again, as per the Shah Alam Suit, the MC was
named as the 1st Defendant and AmFIRST REIT Trustee, the 2nd Defendant. The Plaintiffs also alleged in the Kuala
Lumpur Suit that the MC has breached certain statutory and fiduciary duties; and that the MC and AmFIRST REIT
Trustee have conspired to injure the Plaintiffs. As against AmFIRST REIT Trustee, the Plaintiffs have sought for damages
to be assessed; alternatively, a declaration that the proprietors of the Summit USJ (including AmFIRST REIT Trustee) to
bear certain renovation / refurbishment costs (to be quantified).
AmFIRST REIT Trustee is disputing the allegations against AmFIRST REIT Trustee and has appointed solicitors to
defend the suit.
The solicitor representing AmFIRST REIT Trustee holds the view that there is a credible defence against the Plaintiffs’
claims and it would be difficult to prove the necessary elements required to succeed in a conspiracy to injure claim.
The next case management for the Kuala Lumpur Suit is on 16 May 2018.
Signed on behalf of the Board of the Manager in accordance with a resolution of the Directors of the Manager.
STATUTORY
DECLARATION
I, Chong Hong Chuon, being the officer primarily responsible for the financial management of AmFIRST Real Estate Investment
Trust, do solemnly and sincerely declare that the financial statements set out on pages 110 to 143 are, to the best of my
knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue
of the provisions of the Statutory Declarations Act 1960.
SUBSCRIBED AND SOLEMNLY DECLARED by the abovenamed Chong Hong Chuon, at Kuala Lumpur, Malaysia on
20 April 2018.
Before me:
We have acted as the Trustee of AmFIRST Real Estate Investment Trust (“the Trust”) for the financial year ended 31 March
2018. To the best of our knowledge, AmREIT Managers Sdn Bhd (“the Management Company”) has managed the Trust
in accordance with the roles and responsibilities and limitation imposed on the investment powers of the Management
Company and the Trustee under the Deed, the Securities Commission Malaysia’s Guidelines on Real Estate Investment
Trusts, the Capital Markets and Services Act 2007 and other applicable laws during the financial year ended 31 March 2018.
(i) the valuation and pricing of the Trust’s units are adequate and such valuation / pricing is carried out in accordance with
the Deed and other regulatory requirements.
(ii) the income distributions declared and paid during the financial year ended 31 March 2018 are in line with and are
reflective of the objectives of the Trust.
We have audited the financial statements of AmFIRST Real Estate Investment Trust (“the Trust”) which comprise the statement
of financial position as at 31 March 2018, and the statement of comprehensive income, statement of changes in net asset
value and statement of cash flows for the financial year then ended, and notes to the financial statements, including a
summary of significant accounting policies, as set out on pages 110 to 143.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Trust as at 31
March 2018, and of its financial performance and cash flows for the year then ended in accordance with Malaysian Financial
Reporting Standards and International Financial Reporting Standards.
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 audit opinion.
We are independent of the Trust 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.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Trust for the current year. These matters were addressed in the context of our audit of the financial
statements of the Trust as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the financial statements section
of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed
to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis of our audit opinion on the
accompanying financial statements.
Information other than the financial statements and auditors’ report thereon
The Manager is responsible for the other information. The other information comprises the information included in the annual
report, but does not include the financial statements of the Trust and our auditors’ report thereon. The annual report is
expected to be made available to us after the date of this auditors’ report.
Our opinion on the financial statements of the Trust 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 Trust, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the
Trust 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.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to the directors of the Manager and take appropriate action.
The Manager is responsible for the preparation of financial statements of the Trust that give a true and fair view in accordance
with Malaysian Financial Reporting Standards and International Financial Reporting Standards. The Manager is also
responsible for such internal control as the Manager determines is necessary to enable the preparation of financial statements
of the Trust that are free from material misstatement, whether due to fraud or error. The Trustee is responsible for ensuring that
the Manager maintains proper accounting and other records as are necessary to enable true and fair presentation of these
financial statements.
In preparing the financial statements of the Trust, the Manager is responsible for assessing the Trust’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 Manager either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Trust 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.
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:
• Identify and assess the risks of material misstatement of the financial statements of the Trust, 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.
• 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 Trust’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Manager.
• 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 Trust’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 Trust 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 Trust to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the financial statements of the Trust, including the disclosures,
and whether the financial statements of the Trust represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors of the Manager 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 of the Manager 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 of the Manager, we determine those matters that were of most significance
in the audit of the financial statements of the Trust 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.
Other matters
This report is made solely to the Unitholders of the Trust, as a body, in accordance with the Securities Commission’s Guidelines
on Real Estate Investment Trusts in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the content of this report.
Classification of Unitholders
As At 7 May 2018
TAX ADVISER
ORDINARY BUSINESS
(1) To receive the Audited Financial Statements for the financial year ended 31 March 2018 of AmFIRST REIT
together with the Reports of the Trustee and Auditors thereon.
SPECIAL BUSINESS
(2) ROPOSED AUTHORITY TO ALLOT AND ISSUE NEW UNITS PURSUANT TO PARAGRAPH
P ORDINARY
6.59 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES RESOLUTION NO. 1
BERHAD
“THAT pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Securities”) and subject to the passing of Ordinary Resolution No. 2 below and the
approvals being obtained from all relevant authorities and / or parties, where required, the
Board of Directors of AmREIT Managers Sdn Bhd (formerly known as Am ARA REIT Managers
Sdn Bhd) (the “Manager”) (the “Directors”) be and are hereby authorised to allot and issue new
units in AmFIRST REIT (“Units”) from time to time to such persons and for such purposes as
the Directors may in their discretion deem fit provided that the aggregate number of new Units
issued, when aggregated with the number of Units to be issued pursuant to this resolution
does not exceed 20% of the existing total number of units issued of AmFIRST REIT for the time
being comprising 686,401,600.
AND THAT the new Units to be issued pursuant to this resolution shall, upon allotment and
issuance, rank equally in all respects with the existing Units, except that the new Units will
not be entitled to any distributable income, rights, benefit, entitlement and / or any other
distributions that may be declared prior to the date of allotment and issuance of such new
Units.
AND THAT the Directors and Maybank Trustees Berhad (the “Trustee”), acting for and on behalf
of AmFIRST REIT, be and are hereby authorised to give effect to this resolution with full powers
to assent to any conditions, variations, modifications and / or amendments in any manner as
may be imposed by the relevant authorities or as the Manager and the Trustee may deem to be
in the best interest of the Unitholders and to deal with all matters relating thereto and to take all
such steps and do all acts and things in any manner as they may deem necessary or expedient
to implement, finalise and to give full effect to this resolution.”
“THAT subject to the passing of Ordinary Resolution No.1 above and the approvals being
obtained from all relevant authorities and / or parties, where required, the existing total number
of units issued of AmFIRST REIT be increased from 686,401,600 Units up to a maximum of
823,681,920 Units by the creation of up to 137,280,320 new Units.
AND THAT the Directors and Maybank Trustees Berhad (the “Trustee”), acting for and on behalf
of AmFIRST REIT, be and are hereby authorised to give effect to the increase in fund size with
full powers to assent to any conditions, variations, modifications and / or amendments in any
manner as they may deem fit in the best interest of AmFIRST REIT and / or as may be required
by any relevant authorities and to deal with all matters relating thereto and to take all such
steps and do all acts and things in any manner as may be deemed necessary or expedient to
implement, finalise and to give full effect to the increase in fund size.”
Kuala Lumpur
31 May 2018
Notes:-
(1) In respect of deposited securities, only Unitholders whose names appear in the Record of Depositors of AmFIRST REIT on 18 July 2018 shall be eligible
to attend the AGM or appoint proxies to attend, vote and speak on their behalf.
(2) A Unitholder entitled to attend and vote at the AGM is entitled to appoint another person (whether a Unitholder or not) as its proxy to attend and vote
instead of him / her. There shall be no restrictions as to the qualification of the proxy. A proxy appointed to attend and vote at the AGM shall have the
same rights as the Unitholder to speak at the AGM.
(3) A Unitholder shall not be entitled to appoint more than two (2) proxies to attend and vote at the AGM. Where a Unitholder appoints two (2) proxies, the
appointment shall be invalid unless the Unitholder specifies the proportions of its holdings to be represented by each proxy in the Form of Proxy.
(4) Where a Unitholder is a corporation, its duly authorised representative shall be entitled to attend and vote at the AGM and shall be entitled to appoint
another person (whether a Unitholder or not) as its proxy to attend and vote. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of its attorney duly authorised in writing or if the appointor is a corporation, the Form of Proxy must be executed under the corporation’s seal
or under the hand of an officer or attorney duly authorised.
(5) If a Unitholder is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in
respect of each securities account it holds with units of AmFIRST REIT standing to the credit of the said securities account.
(6) Where a Unitholder is an exempt authorised nominee which holds units in AmFIRST REIT for multiple beneficial owners in one (1) 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.
(7) The instrument appointing a proxy must be deposited at the registered office of the Manager at 22nd Floor, Bangunan AmBank Group, No. 55, Jalan
Raja Chulan, 50200 Kuala Lumpur, Malaysia, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default of this
provision, the instrument of Proxy shall not be treated as valid.
(8) Note to Ordinary Resolution No. 1 – Proposed Authority to Allot and Issue New Units Pursuant to Paragraph 6.59 of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad
Ordinary Resolution No. 1, if passed, will give the Directors, from the date of the forthcoming AGM, authority to allot and issue up to twenty percent (20%)
of the existing total number of units issued of AmFIRST REIT for the time being, as and when the need or business opportunities arise which the Directors
consider would be in the interest of AmFIRST REIT. This authority, unless revoked or varied at a general meeting, will expire at the next AGM.
(9) N
ote to Ordinary Resolution No. 2 – Proposed Increase in the Existing Total Number of Units Issued of AmFIRST REIT from 686,401,600 Units up
to a maximum of 823,681,920 Units in AmFIRST REIT
Ordinary Resolution No. 2, if passed, would facilitate the allotment and issuance of Units pursuant to Ordinary Resolution No. 1.
100%
or *failing him/her, *the Chairman of the meeting as *my/our proxy to vote for *me/us on *my/our behalf at the Sixth Annual General Meeting
(“AGM”) of the Unitholders of AmFIRST REIT to be held at Taming Sari 1 & 2, Ground Floor, The Royale Chulan Kuala Lumpur, 5 Jalan Conlay,
50450 Kuala Lumpur on Wednesday, 25 July 2018 at 10.00 a.m. or at any adjournment thereof.
Affix
Stamp
To : AmREIT Managers Sdn Bhd (formerly known as Am ARA REIT Managers Sdn Bhd) (“AmREIT”)
Name of Unitholder :
Address :
Signature of Unitholder :
Contact details of AmREIT for a printed copy of the Annual Report 2018 and the designated person to answer queries relating
to the use of the electronic format are as follow:-
• Telephone No. : 03-7955 8120 through Encik Abdul Rahman bin Mohd Joned
• Facsimile No. : 03-7955 8360/80
• E-mail Address : [email protected]
• Mailing Address : Penthouse, Menara AmFIRST, No. 1, Jalan 19/3, 46300 Petaling Jaya, Selangor, Malaysia
The printed copy of AmFIRST REIT - Annual Report 2018 will be sent to Unitholder within four (4) market days from the date
of receipt of your written or verbal request.
Affix
Stamp
ANNUAL
REPORT
2018
ANNUAL REPORT 2018