Integrated Annual Report 2021
Integrated Annual Report 2021
Integrated Annual Report 2021
Con-
necting Connecting
you
you to what
matters most
to what
matters
2021 continued to be an extraordinary year as
society stayed vigilant and resilient a year after
To learn more about our
Integrated Annual Report
2021, visit www.digi.com.my/
most
annualreport/index.html
the Covid-19 pandemic emerged.
Malaysians persevered as we adapted to changing situations brought on by
various safety restrictions imposed by the authorities to curb the spread of the
virus. Digital connectivity became even more crucial as lives and livelihoods
shifted online and people continued to be physically apart.
about
this Scope and Reporting Boundaries
As previously announced in June 2021, Axiata Group Berhad, Telenor Asia Pte Ltd and Digi.Com Berhad (Digi) have
successfully concluded the due-diligence exercise and signed the Transaction Agreements for the proposed merger of
Celcom Axiata Berhad (Celcom) and Digi.
However, the report is published on a business-as-usual basis with its reporting scope remains largely the same as last
year’s report, covering the activities of our wholly owned subsidiary, Digi Telecommunications Sdn. Bhd., which is the core of
our business operations. The reporting period comprises our financial and non-financial performance from 1 January 2021
to 31 December 2021, unless stated otherwise.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 3
About This Report
About Digi
ABOUT
WHO WE ARE
Digi is a leading and trusted digital connectivity and services company,
empowering societies and keeping customers connected to what matters most.
WHAT WE DO
Our number one priority is to deliver connectivity in a safe, We have built solid fundamentals and expertise in future-
reliable, and efficient way to Malaysians across the country. ready networks, digitalisation, customer experience,
We believe connectivity empowers everyone to improve workplace and people development, and responsible
their lives, builds societies and secures a better future for all. business practices – shaped by a
culture of innovation.
We offer a wide range of innovative, personalised, and
engaging mobile connectivity, internet services, and digital Building on these capabilities, we believe we are well
solutions to 10.3 million consumers and business customers positioned to include, advance and safeguard customers
every day on our advanced 4G LTE network. and society through digitalisation and advanced
technologies for a future of new possibilities.
93.1% 75.9%
10.3 million 4G LTE 4G LTE-A 10,173 KM
customers network coverage in fibre network
populated areas nationwide
OUR VALUES
ABOUT DIGI
OUR PURPOSE
Empowering Societies
Connecting Customers To What Matters Most
Connecting people, businesses and societies has been and data in the digital world and beyond. The global
the core of our business for the last 27 years. Covid-19 pandemic in the past two years has demonstrated
Today, internet connectivity impacts nearly every part of that our purpose is more relevant than ever.
our lives, and we are making it more personalised and
relevant than ever before. To us, it is more than good Delivering our purpose requires a dedicated focus
business. It is empowering societies. on transforming and modernising our organisation to
enable growth and create efficiencies, while innovating
Building on this, we want to enable connectivity for all to on our core services and customer experiences, and
drive greater societal inclusion, advance connectivity to conducting our business in a responsible manner always.
accelerate digital future, and safeguard the planet, people This is how we aim to create value for our customers and
stakeholders for the long-term.
Our Strategy
We have a clearly defined strategy driving our purpose to empower societies and connect customers to what
matters most. Anchored on Growth, Modernisation and Responsible Business, our strategy steers us to remain
a leading and trusted digital connectivity partner.
CORPORATE STRUCTURE
Digi.Com Berhad
[Registration No. 199701009694 (425190-X)]
Q
How did Digi create value for its
Q
How did Digi fare in sustaining its
Q
How is Digi delivering on its
stakeholders amidst the pandemic? returns to shareholders? Responsible Business commitments?
A A A
Digi continued to improve network Digi’s focused execution on strategic Responsible Business continues to
availability and quality, enabling priorities and prudent financial be a core pillar of Digi’s strategy,
customers to stay connected and management have led the Board embedded in the way the company
fully leverage the benefits of digital to declare a net dividend per share works and the standards it expects
technology. Initiatives introduced at of 14.9 sen - returning a total payout from its supply chain. The company’s
the start of the pandemic in 2020 of RM1,158 million to shareholders responsible business framework is
carried on into 2021. They include and sustaining a near 100% dividend anchored on its ‘Yellow Heart’ brand
various Yellow Heart initiatives to payout ratio for FY2021. Year on year, aspirations: to raise standards across
help critical relief and community the company continues to exceed its operations and supply chain, and
support efforts, as well as the year-long its dividend policy of distributing a to partner effectively to build skills and
provision of free daily 1GB data for
minimum 80% of net profits, keeping resilience for an accelerated digital
productivity and education, access to
to its commitment of delivering future.
affordable mobile plans and devices
strong and sustainable returns to
via the Jaringan Prihatin and Pakej
shareholders. The Board continues to push for Digi
Keluarga Malaysia programmes, and
to maintain its responsible business
access to PENJANA digitalisation
grants for small and medium leadership among corporates in
enterprises (SME). Provision of these Malaysia. In 2021, Digi improved
digital solutions has also enabled its MSCI environmental, social and
consumers and businesses to reduce governance (ESG) rating from ‘A’ to
their carbon footprint, helping Digi ‘AA’, and the company is well on track
drive greater climate action across its to achieving its ambition to be among
value chain. the best performing companies in
Malaysia on sustainable business
The Board commends the standards and ESG practices.
Management for advancing the
robust business continuity plan put in Digi continues to maintain the highest
place the previous year that enabled standards of ethics and integrity in its
the company to adapt quickly to business conduct. Initiatives include
changing conditions. We also record developing a future-ready workforce,
our appreciation to all Digizens safeguarding the health, safety and
and partners for their resilience in wellbeing of its people and partners,
navigating through yet another a being environmentally responsible in
challenging year, by working together its operations, protecting the privacy
safely to continue serving the needs of
of its customers, and reducing
its 10.3 million customers.
inequalities for society.
Q
How has Digi strengthened its
Q
What is Digi’s outlook for 2022?
diversity commitment?
A A
Diversity and inclusion is a key Accelerated digitalisation will continue to fuel demand for connectivity and
agenda in Digi’s people strategy. digital infrastructure, and the telecommunications sector will continue to
The company firmly believes that a evolve rapidly, with significant new opportunities enabled through 5G,
diverse workforce across all levels artificial intelligence (AI) and internet of things (IoT). At the time of writing,
of the organisation with a variety of the mobile telecommunications industry eagerly anticipates the Malaysian
perspectives is a strength, to better government’s policy decision on the implementation of 5G. Digi continues
serve its diverse customer base. The to support the MyDigital initiative and believe that 5G networks are a critical
Board is pleased that Digi continues infrastructure to enable the advancement of the digital economy in Malaysia.
to be recognised as a leader in this
respect, with its second-year inclusion Looking ahead, we aspire to create even more value for the business. The
in the global Bloomberg Gender proposed merger with Celcom Axiata Berhad aims to create a leading
Equality Index (GEI) 2022. Digi is one telecommunications service provider in Malaysia. The new company will
of only three Malaysian companies have the capabilities to provide better network quality and coverage and
on the index. Digi also signed the UN have greater scale to invest, drive new digital solutions, catalyse new growth
Women’s Empowerment Principles opportunities for large enterprises and SMEs, and attract and partner global
and became a member of 30% digital giants. It will also leverage economies of scale to realise efficiencies
Club, attesting to its commitment in from operations, while strengthening core distribution and delivering improved
advocating diversity and inclusion network operations.
initiatives.
We are confident that Digi’s strategic focus on growth and modernisation,
and our agile way of work will enable the company to seize opportunities.
All Digizens, from the Boardroom to our stores, will work together to deliver our
ambitions. We will be led by our purpose of Connecting Customers to What
Matters Most, execute a focused strategy to make Digi more digital, efficient,
and customer centric, as well as do our part to build a truly inclusive and
resilient digital society in Malaysia.
The Board is confident we have the appropriate balance of knowledge, skills, experience,
and independence to drive the company’s agenda and govern effectively. The recent
appointments of Datuk Iain John Lo as Independent Non-Executive Director has further
strengthened the Board. We also extend our heartfelt gratitude to Tan Sri Saw Choo Boon,
for his decade-long dedication and guidance, and to Randi Wiese Heirung for her valued
contributions to the Board.
On behalf of the Board, I wish to express my appreciation to the Management team and all
Digizens for their collective contribution to Digi’s resilient performance in a year challenged
by Covid-19. I would also like to thank our business partners, shareholders, and stakeholders
for their ongoing engagement and support, as we continue to navigate the impact of the
Read more about the value pandemic.
Digi created with its Human
In view of Covid-19, we will continue to engage with shareholders virtually in 2022, to prioritise
Capital on pages 62 to 66.
your safety. Please see details outlined in our Notice to the 25th Annual General Meeting
and its governance focus in (AGM). We look forward to sharing more on our business at the AGM on 13 May 2022.
Section 5 of this report.
10 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Albern Murty
Chief Executive Officer
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 11
Chief Executive Officer’s Statement
2021 was a year of resilience and inspiration for Digi. In a year of prolonged movement restrictions,
macroeconomic and competitive challenges, and mostly a pandemic that continued to affect
lives and livelihoods, Digizens and partners rallied to adapt to conditions and delivered a steady
performance, while being committed in driving society’s recovery from the effects of Covid-19, as well as
the devastating floods that hit many parts of the country in the later part of the year.
Resilience and inspiration have been central tenets that have underpinned 2021 for us. As CEO, I am
immensely proud of how all Digizens have come together to support each other in these challenging times.
Q
How would you characterise Digi’s
Q
How did Digi navigate through the
Q
What can we expect from Digi in the
performance in FY2021? year to deliver value and growth? coming year?
A A A
Digi delivered a well-fought We set out our three-year strategy While overall macroeconomic
performance in FY2021, achieving full- roadmap at the start of 2021, challenges will remain intense, we
year results in line with our financial anchored on our purpose to are encouraged to see some signs
guidance. We prioritised network and empower societies and connect of recovery from the pandemic and
digitalisation initiatives in the year to customers to what matters most. a clear plan from the government
for the safe normalisation of
further improve customer experience
business activities, easing of
and develop our core segments. We The surge in demand for connectivity
broader Covid-19 related restrictions,
also stepped up initiatives to run our and digital services supported
and the impending opening of
technology and business operations our ambition to modernise and international borders, all driven by an
efficiently, while continuing to invest in strengthen our network and exemplary execution of our national
the right areas to execute well on our operations, as well as to grow immunisation programme and the
growth and modernisation agenda. revenues in Postpaid, Fixed, and gallant efforts of our frontliners.
These resulted in steady earnings for Business segments during the
the company and healthy returns to year. This accelerated shift to We have confidence that Digi will
shareholders. digitalisation also put a spotlight deliver a robust 2022, underpinned
on the society’s increased use of by sharp execution of our strategic
digital technology and tools: this priorities. We see Postpaid, Fibre, and
Business as our key growth drivers,
fueled our commitment to continue
and will continue to bring best-value
on our Yellow Heart programme to
product propositions and innovative
advance safer internet awareness,
digital solutions to the market. Our
advocating data privacy, partnering business modernisation journey
to build skills for a better digital future, is progressing well, with critical IT
and promoting digital inclusion transformation projects in the pipeline
by enabling easier access to our to enhance digital experience for our
services for all Malaysians across the customers, and boost organisational
country. capabilities. We continue to
work closely with the Malaysian
Communications and Multimedia
Commission (MCMC), including
on Universal Service Provision (USP)
initiatives, which will strengthen our
ability to provide high-quality and
affordable digital connectivity to
More on our 2021 strategy communities in rural and remote
More details on Digi’s financial
review by our Chief Financial
progress and achievements are areas.
detailed out in the Our Strategy
Officer in pages 14 to 20,
section of this report on pages
and how we created value
44 to 47, and how we created
from our Financial Capital on
value across our six capitals on
pages 50 to 53.
pages 50 to 81.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 13
Chief Executive Officer’s Statement
2021 was undoubtedly a challenging year with the nation focusing on rebuilding growth momentum
and staying connected while people were working or studying from home. As we entered the second
year of the Covid-19 pandemic, Digi remained focused on keeping customers, businesses and
stakeholders connected while continuing to strengthen our operations and financial performance.
In this context, we are proud of our 2021 results. One of the things that has warmed me since I joined
Digi in August 2021 was the relentless commitment and dedication of all my colleagues, as well as the
entire telecommunications industry and public officials in weathering the challenges brought upon us
by the ongoing pandemic.
In this environment, I am so proud of how our shareholders have supported us and how Digi has
succeeded not only to continue to operate efficiently and deliver strong results, but also how we
continued to invest in our leading network and improve coverage all around the country.
Q
How did Digi perform financially compared to FY2020?
A
In FY2021, we delivered steady financial results within Despite the prolonged movement restrictions in Malaysia,
guidance amidst a challenging and unprecedented we were able to minimise bad debt risks and improve
operating environment. The impact of volatile collections. These were achieved by focusing on effective
macroeconomic conditions on consumer confidence customer acquisition mechanisms and digitalising
and business spend were partly mitigated by relevant payment methods. As a result, we recorded a low
government support initiatives, some of which also expected credit loss (ECL) of RM55 million as compared
supported our sector. to RM82 million a year ago.
Although financial results declined marginally, we saw For the full 2021 year, earnings before interest, tax,
encouraging improvements in key revenue segments and depreciation and amortisations (EBITDA) reached
continued improvements in operational efficiency. While RM3,009 million, a decline of 2.3%. The EBITDA margin was
total service revenue declined by 1.6%, we succeeded in 47.5%, down from 50.0% in 2020. However, the underlying
building a strong momentum in our Postpaid, Fibre, and operating 2021 EBITDA margin was similar to 2020
Business segments. We added approximately 253,000 new excluding handset sales.
Postpaid customers to reach 3.3 million subscribers. In
the fourth quarter of 2021, the Postpaid segment revenue Our conservative balance sheet and low gearing again
was higher than the Prepaid revenue for the first time in secured a high EBITDA to profit after tax (PAT) conversion.
FY2021. Nevertheless, we made significant progress in PAT for 2021 reached RM1,162 million, a decline of 4.8%
attracting higher quality Malaysian Prepaid subscribers. due to flow through from EBITDA, higher depreciation
We also grew our Fibre subscriber base to approximately charges mainly caused by our 3G network shutdown
13,000 customers in its first full year. Our Business segment and a small increase in finance costs. Despite the minor
realised a 4.8% revenue growth from large enterprises decline, our PAT margin remains among the best in the
seeking advanced managed solutions and SMEs seeking industry.
to digitalise their businesses. All in all, total revenue upped
3.0% to RM6,336 million, as handset sales increased to Supported by a strong balance sheet and low gearing,
support our growing Postpaid business, offsetting the we were able to comfortably maintain the near 100%
decline in service revenue. dividend payout ratio, distributing RM1,158 million in
dividends to our shareholders.
In line with the growth in our device and digital business,
our costs of goods sold (COGS) of RM1,754 million was Building on the execution momentum in 2021, we entered
14.0% higher. On the operating expenditure (OPEX) 2022 full of confidence, with a stronger and more resilient
front, we have also recorded a modest increase of customer base, a well-invested and modernised asset
2.5% mainly driven by 4G network coverage expansion base, and a solid capital structure.
and site upgrade works to deliver improved network
experience for our customers. OPEX-to-service-revenue
ratio remained healthy at 29.5%, highlighting our prudent
cost management and efficient operations.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 17
Chief Financial Officer’s Statement
Q
How did macroeconomic and Covid-19 challenges impact Digi in terms of its financial decisions?
A
The macroeconomic impact of Covid-19 has impacted After almost two years of pandemic, society is gradually
Digi in many different ways, both directly and indirectly. adapting and living alongside with Covid-19. However,
As a provider of critical communication and connectivity certain effects of the pandemic persist, and the economic
services to consumers as well as business customers, our outlook for our markets remain clouded. Malaysia has
purpose of empowering societies and connecting people closed its borders for the past two years. The extended
to what matters most has never been more relevant. closure and movement restrictions have decreased
consumer and business spending, negatively affecting
Our customers have relied heavily on our services during demand, and lowering roaming revenue.
the various phases of movement restrictions caused by
Covid-19, for example students following classes and It is difficult to predict when the effects of the Covid-19
taking exams from home, employees working remotely, pandemic will start abating. We are hopeful for a gradual
families keeping contact with their loved ones, businesses recovery in 2022, but with all the investments and
moving sales and services online, and so on. The change learnings we have made in the last two years, we are also
in consumer patterns and the increase of data traffic prepared for a prolonged impact.
required a swift response from Digi.
22%
To meet the needs of all our customers and to ensure
customers and society continued to work seamlessly and
stay safe, we had to make internal decision processes
faster, accelerate digitalisation of internal processes, and
increase investments in network capacity and quality to
meet data traffic growth of 22%. I am proud to say that we
succeeded well in this endeavor. Not only did we manage
to keep all our customers connected, we also managed to
deliver record-high internet speed and solidify our position
as the fastest and most consistent network in Malaysia,
as recognised by external benchmark. I am impressed by
the excellent work done by all Digizens and grateful for
the support we received from the Board to reprioritise and
accelerate investments during this difficult time.
18 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Q
How has Digi progressed in delivering on its environmental, social and governance (ESG) aspiration and plans?
A
Responsible business is one of three key pillars of our Digi also invested significant human and financial capital
strategy, and ESG is a fundamental part of this. We are to support our ESG agenda. We have participated in
proud of our contributions and recognitions in this public, industry and private forums, and supported many
important area – we are member of FTSE4Good Bursa local initiatives. For example, through our partnership
Malaysia Index with ESG score of 3.8, Sustainalytics’ ESG with Astro on the #KamiCareMBiz programme, we offered
risk rating of 18th percentile, which is one of the highest of RM500,000 worth of digital solutions and mobile plans to
in the region, and we have been part of CDP’s voluntary help local micro and small business owners go digital.
environmental disclosure of carbon reporting since 2009 We had also pledged RM1 million to GDRN (GLC/GLIC
via Telenor Group, and more. Disaster Response Network), disbursing the remaining
RM750,000 in 2021, via Mercy Malaysia to support
Nevertheless, there is much more to do in the years to Covid-19 relief efforts.
come in cooperation with the industry and authorities, both
locally and on an international level. We fundamentally
believe that business and ESG targets are complementary
and not contrasting. Fortunately, we are not alone in this
battle. We enjoy strong support from our Board and our
investors are increasingly placing ESG as a key investment
criteria. FTSE4Good Bursa ESG risk rating of
Malaysia Index
A key element of ESG is climate. We take an active (2021/22) ESG 18th percentile
approach in addressing climate change and are working indices score of one of the highest for the region
Q
How did Digi manage its capital in FY2021?
Q
How was Digi’s financial strength in
meeting its financial obligation?
A A
Capital allocation and maintaining a strong and flexible In 2021, Digi realised an EBITDA margin of 47.5% and a PAT
capital structure are key priorities for Digi. Our capital margin of 18.3%. Operational cash flow reached RM2,606
allocation policy is firmly based on stringent criteria for million with a margin of 41.1%. The financial gearing as
value creation, guided by our three strategic pillars of expressed by net interest bearing debt divided by EBITDA
pursuing growth, modernisation and responsible business. was at 1.6x. As at the end of 2021, Digi had a net interest
Thanks to the solid performance and strong balance bearing debt of RM2,500 million and available undrawn
sheet, Digi could continue its investment strategy despite debt facilities of RM4,925 million.
the pandemic.
Our total asset in 2021 stood at RM7,840 million. We
In 2021, we continued our targeted CAPEX and OPEX maintained a healthy return-on-total assets of 14.8%. Our
investments to maintain our leading position in terms of strength in financial position enabled us to maintain the
network quality, operational efficiency and ESG. For both Sukuk rating of AAA/P1 with stable outlook by RAM Rating
CAPEX and OPEX investments, we would always prioritise Service amidst these challenging times, supported by
investments that support customer needs, followed by strong cash flow.
initiatives to support modernisation and digitalisation.
Most of our RM815 million CAPEX in 2021 was spent to Thanks to our solid and consistent profitability, a strong
enhance our 4G network, catering for the increase in data balance sheet and low gearing, Digi benefits from a low
consumption (more than 20GB per user, up 8.9% versus cost of capital, high financial flexibility, the ability to sustain
2020) and delivering 100% of our JENDELA commitments. a generous dividend payout ratio to our shareholders,
and ample flexibility to fund future investment and growth
Our industry-leading OPEX-to-Sales ratio of 24.8% in 2021 opportunities.
as well as external recognitions for having the fastest and
most consistent network in Malaysia are testimonies of our Total asset in 2021
persistent investment in network quality, modernisation,
and digitalisation. RM7,840 million
RM815 million
Majority CAPEX in 2021 spent to enhance 4G network
8.9% growth
in monthly average data consumption per user
20 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Q
What is the guidance for FY2022?
Q
What can shareholders expect in FY2022?
A A
By strengthening our offerings in core and near-core Digi entered 2022 with confidence. The performance in
connectivity solutions within Postpaid, Fibre, and Business core Postpaid, Fibre, and Business segments improved
segments, we aim to return to service revenue growth in and the decline of the Prepaid subscriber base after the
2022, and expect the decline of the Prepaid segment to exit of the high-churn low-end of the migrant segment was
abate further. substantially reduced. Assets are well invested, the capital
structure is conservative with significant flexibility and the
On the cost side, we will continue our efforts to modernise cost base and profitability remains among the best in
and digitalise customer touchpoints and operational the industry. Although competition in Malaysia is strong,
processes. The focus on modernisation will also require we believe that Digi is well placed to maintain its steady
continued investments to sustain network leadership financial performance and continue to offer attractive
and drive digital capabilities. We will therefore maintain shareholder returns from a resilient business model, a
2022 CAPEX around FY2021 level, focusing on disciplined prudent capital allocation methodology, and a careful
capital and resource allocation, and also deliver EBITDA at financial management practice.
around FY2021 level alongside higher cost pressure.
2022 Guidance
Capex-
to-total
Around FY2021 level: 12% - 13%
revenue
ratio
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 21
KEY HIGHLIGHTS FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21 FY19 FY20 FY21
Revenue 1,509 1,560 1,550 1,549 1,452 1,618 1,562 1,580 1,584 1,678 1,561 1,584
Service revenue 1,393 1,387 1,337 1,402 1,317 1,340 1,413 1,374 1,343 1,436 1,350 1,321
Earnings before interest, taxes, depreciation and
amortisation (EBITDA)1 805 756 738 850 770 743 837 788 788 819 766 740
Normalised EBITDA 804 756 743 803 744 744 820 743 766 795 757 740
Profit before taxes (PBT) 453 435 359 490 377 373 490 433 418 459 377 365
Profit after taxes (PAT) 342 332 265 392 288 280 358 321 313 341 280 304
Normalised PAT 341 331 270 323 291 287 326 268 295 318 285 253
Profit attributable to equity holders of the
Company 342 332 265 392 288 280 358 321 313 341 280 304
Earnings per share - basic (sen) 4.4 4.3 3.4 5.0 3.7 3.6 4.6 4.1 4.0 4.4 3.6 3.9
Dividends per share (sen) 4.3 4.2 3.4 5.0 3.7 3.6 4.5 4.1 4.0 4.4 3.6 3.9
Notes:
• 2019, 2020 and 2021 Financial Information are based on post-MFRS 16
We aim to create value for our stakeholders in a sustainable manner. We strive to align our business objectives to stakeholder needs,
and deliver our strategy against business opportunities and risks, backed by our robust corporate governance to deliver value. Further
details on the value we created and the impacts to Digi are available in Section 4 to 5 of this report.
Capital
Our Operating Our Key Our Key
RM33.9 billion market capitalisation1
Landscape Relationship Risks
(Pages 26 to 29) (Pages 30 to 32) (Pages 33 to 37)
Net debt to EBITDA at 1.6x
as at 31 December 2021
1
Our Material Our Emerging
Governance
Matters Opportunities
(Pages 84 to 128)
(Pages 38 to 40) (Pages 41 to 43)
manufactured
Capital
11,000+ network sites (2020: 10,000+) Our strategy framework (Pages 44 to 47)
Investment in enhancing
4G coverage and quality
intellectual
Capital
Innovative digital platforms and solutions
natural
Capital
Consumed 341.01 GWh
(2020: 329.18 GWh)
human
Capital
1,400+ Digi employees (2020: 1,500+)
social and
relationship Postpaid Prepaid
Capital
Commitment to operate responsibly
Outcomes
Revenue growth
Brand preference
Average 52.6 learning hours per employee
45% women in leadership positions
87% employees believed their well-being was prioritised
OPEX during the Covid-19 pandemic (Digi’s 2021 Pulse Survey)
EBITDA 0 Lost Time Injury Frequency (LTIF) and 0 fatalities
CAPEX-to-total revenue
1 Macroeconomic
In 2021, Malaysia, like many
other countries in the world, • Malaysia’s gross domestic product (GDP) grew 3% to 4% in 2021, as a result of
nationwide recovery efforts to mitigate the impact of the pandemic
continued to weather the
• Acceleration of the National Covid-19 Immunisation Programme (PICK), an integral
impact of the Covid-19
component of the National Recovery Plan (NRP) has enabled the economy to fully
pandemic. Disruptions open with less movement restrictions in the fourth quarter of 2021
caused by the pandemic • Emergence of the Covid-19 Omicron variant impacted public health and
led to increased inequalities consequently delayed economic recovery
and mobility contrains, • Vaccine and booster rollout, coupled with easing of travel restrictions increased
consumer activities across all sectors, including the telecommunications sector
which further underscored
• High unemployment rate remained a concern alongside weaker consumer spend
the critical role and services
and affordability
of telecommunications
• Accelerated digitalisation and innovation driven by remote working and online
companies. To address learning spurred demands for high quality network connectivity and digital
both the challenges and services
resources and services to Strengthened mobile offering and digital services for subscribers
support our customers and Supported society’s recovery from Covid-19 and prioritised safety and well-
being of employees and all stakeholders
businesses.
Increased spectrum efficiency via the new 4G integration and maintained
network stability and consistency
Legend
Looking Ahead 2022
Malaysia’s GDP is expected to strengthen between 5.5% and 6.5% due to high
Financial Capital
vaccination rates and various stimulus and assistance packages to support the
people and revitalise the economy
• Prepaid average revenue per user (ARPU) declined in 2021, • The new Mandatory Standards for Quality of Service
as movement control orders (MCO) and economic (MSQoS) announced by the Malaysian Communications
uncertainty raised concerns with consumers and businesses and Multimedia Commission (MCMC) took effect on
1 August 2021
• Mobile operators extended coverage and capacity to
address a surge in data consumption • The government’s MyDIGITAL initiative designed to drive the
country’s digital economy by 2030
• Increase in the volume of data traffic and growing demand
for data localisation led to investments in new data centres • Covid-19 National Recovery Plan (NRP) and developing
policy framework on 5G
• Broader economic pressures dampened consumer
spending • Malaysian Code on Corporate Governance (MCCG)
updated to enhance corporate governance and practices
• Prolonged border closures led to continued shortfall in
migrant and tourist segments
• Decreased in-store traffic due to various MCO Our Response
Implemented corporate governance framework
Our Response that provides for prudent management and
oversight of Digi, protecting the interest of all relevant
Improved blended ARPU from shift in acquisition stakeholders
mix and contracting efforts through Digi’s refreshed
Postpaid portfolio Maintained open and proactive engagements with
various regulators and authorities in line with the 5G
Introduced bundling add-on deals focused on roll-out blueprint
affordable high-speed internet plans
Embedded regulatory compliance in business
Drove data monetisation among the youth and culture, planning and decision-making framework
Bottom 40% (B40) segment
Conducted compliance training
Delivered attractive value-added services on our
secure 4G LTE and LTE-A networks
Enhanced digital channels on app and web, and
direct partnership connections increased digital Looking Ahead 2022
adoption Government to provide RM700 million to continue digital
Prudent cost management and continued connectivity efforts in 47 industrial areas and 630 schools,
modernisation efforts improved efficiency and especially those in rural areas
maintained profitability Government to allocate RM30 million to provide internet
facilities in 40 existing People’s Housing Programme (PPR)
In 2022, 5G services to cover 36% of high-density areas in
Looking Ahead 2022 Johor, Selangor, Penang, Sabah and Sarawak
Shift in customer behaviour driving increased need for
home connectivity and digital services
Capitals
Continue expansion of 4G coverage and optimising
service quality in line with the JENDELA and MyDIGITAL
initiatives
Leverage leading network position to maintain market
share and grow new adjacent services
Capitals
28 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
4 Technology 5 Social
• 5G network commercial launch in selected areas within • Sustained brand trust by demonstrating strong ESG
Kuala Lumpur, Putrajaya and Cyberjaya, with the objective performance and leadership
of achieving 80% nationwide population coverage by 2024
• Higher security protection for customers’ personal data and
• Industry joint effort to retire the 3G network nationwide in our infrastructure
line with JENDELA initiative
• More skills an accelerated digital future and ‘Empowering
• JENDELA Phase 1 tender to construct 1,661 new sites Societies’ programmes
(potentially worth RM4.6 billion) to expand 4G coverage
• Priority in safeguarding the health and safety of our
across unreached areas accomplished in October 2021
employees and partners, while respecting human rights
• Rising cyber security and data protection concerns across standards
industry
• Commitment to uphold highest standards of good
• Digitalising SMEs and co-developing solutions with large governance across our value chain
corporations and partners
• Continued focus to elevate diversity and inclusion (D&I)
practices and strengthen a gender-inclusive workplace
Our Response
MyDIGITAL and 5G implementation will accelerate Spur connectivity and digital adoption by extending
Malaysia’s progress as a technologically-advanced networks to rural areas, facilitating access to smartphones
economy and enable a socioeconomic transformation and providing affordable packages and digital services to
with the creation of more digital jobs bridge the digital divide
Continued remote working and online learning will Adopt multi-stakeholder approach to drive initiatives
elevate expectations for stable and high-speed network centred on digital inclusion and future skills learning
connectivity
Capitals
Capitals
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 29
Our Operating Landscape
6 Environment
• Climate risk has become an important global topic demanding for businesses to
adapt and respond with strategies to reach net zero carbon economy
• The government has committed to reducing the intensity of greenhouse gas
(GHG) emission across the economy by 45% based on GDP in 2030 and reach
net zero by 2050 with new economic instruments such as a comprehensive
national energy policy, carbon pricing and energy reforms
• Frequent flash floods have affected the livelihood of the community. In December
2021, the major flooding in eight states had displaced more than 125,000 people
and affected more than 1,000 mobile towers and disrupted services in these
areas
Our Response
Drove emission reduction strategies with operational efficiencies, network
modernisation, clean energy adoption and e-waste management
Digi nominated as a steering committee member in CEO Action Network
(CAN), a coalition of leaders with the purpose to shape policies and
create a favourable ecosystem for sustainable development in Malaysia.
Digi with CAN organised a telco sector CEO Roundtable dialogue on Low
Emissions Pathway for the Mobile Sector in Malaysia
Supported WWF-BCG in producing the Securing Our Future: Net Zero
Pathways for Malaysia Report
Completed the Climate Data Integrity exercise to inventorise Digi’s carbon
sources and to strengthen integrity of data collection and workflows
Capitals
30 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Shareholders, Analysts
Customers Employees and Investors
Subscribers of Digi’s products and Individuals employed under Digi Owners of the company, financial
services, comprising both consumers analysts, investor community and the
and business customers provider of capital. Digi’s responsibility
Engagement Channels to provide consistent communication
Digi Telecommunications Sdn. Bhd. and timely updates pertaining to
Engagement Channels Employees Union (DGEU) and the Best financial and strategic developments
In-person service: Digi retail stores, Digi On People Council (BOPC)
representatives Pulse survey
Self-serve: kiosks, MyDigi App, Digi Store Internal engagement channels Engagement Channels
Online Leadership forums Dedicated investor relations office as
Digital: Website and social media Company events/activities the focal point for investor updates
Customer service channels Forums and seminars Integrated Annual Report and
sustainability performance reports
Frequency of Engagement
Frequency of Engagement Annual General Meeting
W M Q Y Quarterly earnings calls
D W M Q Y Non-deal roadshows and investor
conferences
Digi Investor Relations website
Issues and Expectations
Issues and Expectations Business priorities and strategy
Coverage and service quality execution Frequency of Engagement
Billing disputes from third party Career development plans
content providers Rewards and benefits structure W M Q Y
Notification during service lapses Employee engagement and
Competitive plan and price enablement
points Diversity and inclusion (i.e. gender
Issues and Expectations
Pace of 5G and IoT implementation balance, skills and capabilities,
Business performance and outlook
and equal opportunities for all)
Connectivity options and service Growth strategies
Employee welfare and culture
offerings for customers Ability to sustain shareholder
Company pursuit of ESG values
Helping consumers and business (i.e. responses to climate change, returns and dividends
customers recover and diversify human rights) Overall ESG performances and
Improve digital access and strategy
working/collaborative tools Ongoing industry developments
Impact of Covid-19 and corporate exercises
Our Response
Social media and web platforms Business continuity plan and
to engage customers robust operational recovery efforts
Segmented offering that caters to Our Response Impact of Covid-19
a wide target base Both the Union and BOPC have
Offer fit-for-purpose solutions regular meetings with Digi’s
Management team
to maximise broadband Our Response
Regular check-ins, awareness and
connectivity Facilitate discussions on Digi’s
communication on employees’ well-
Introduced ‘Go Digital’ with being and Yellow Heart initiatives performances and outlook
PENJANA SME Digitalisation Grant Annual gender pay gap analysis Provide timely and comprehensive
Conducted Business Continuity Increased focus on health and disclosures
Digitalisation programme safety of employees, in adherence Provide adequate access to Digi’s
to Covid-19 SOPs Management Team
Training employees as dedicated
Mental Health First Aiders
32 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Community, Sustainability
Partners and Non-Governmental Media Suppliers and Business Partners
Organisations (NGO)
Partners who share the same Mass communication organisations Businesses that have direct and
aspirations to reduce inequalities covering publication, broadcast and non-direct contractual relationship
and bridge the digital divide in online mediums that delivers business value to Digi,
communities co-develop products and services for
Digi’s customers
Engagement Channels
Engagement Channels Strategic and operational media
interviews and events Engagement Channels
Engage and partner with government
Formal and informal briefings Exploratory meetings
agencies, corporates and NGOs to
On-demand requests Tenders and commercial agreements
address issues within communities
or partnerships
Global and local partnerships between
Frequency of Engagement Regular check-in discussions
Telenor Group, Digi and UNICEF
Annual Self Assessment Questionnaire
M Q Y (SAQ)
Frequency of Engagement
Site inspections and audits
M Q Y Supplier training
Issues and Expectations Product presentations
Service reliability and quality
Customer satisfaction Frequency of Engagement
Issues and Expectations
Financial performance
Leveraging mobile technologies W M Q Y
Emerging technologies and
and future skills learning to
future skills to empower local
empower local communities
communities
Internet safety
Internet safety Issues and Expectations
Digital gap and accessibility for
Digital divide Partnership and co-development
underserved communities
ESG matters (e.g. contribution to Health and safety in supply chain
ESG matters (e.g. contribution to
Sustainable Development Goals, Non-compliance in supply chain
Sustainable Development Goals,
human rights and climate action) Integrity due diligence
human rights and climate action)
Green solution (including energy
efficient infrastructure, e-waste
management)
Our Response
Our Response Covid-19 impacts on supply chain
Regular media engagements
Global partnership with UNICEF Support the digitalisation of
to provide updates on business
on digital resilience and digital businesses
performance and strategy,
skills
products and services, and
Initiatives to bridge the digital
address customers’ concerns
gap and inequalities through
highlighted in the media Our Response
programmes conducted in
Training and capacity building
partnership with NGOs and
sessions for our contractors and
communities
sub-contractors to raise standards
Supporting the nation through
on health and safety and
emergency relief and recovery
responsible business practices
efforts for Covid-19 and floods
Industry collaboration to strengthen
enforcements in maintaining the
highest standards of safety across
our supply chain
Integrity Hotline as a confidential
channel to report concerns and
raise questions
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 33
By adapting to market demands and keeping up with the accelerated pace of technological
innovation, Digi continues to strengthen our ability to address emerging risks and to realise new
opportunities. Our risk management framework allows us to identify, measure, monitor, and mitigate key
risks to ensure Digi operates efficiently and continues to create value for our stakeholders.
Overview of our risk management process Further details of our Risk Management Framework are available
in the Statement on Risk Management and Internal Control, pages
Digi’s risk management framework and processes are aligned 119 to 125 of this report.
with ISO 31000 International Risk Management Standards. We
adopt an integrated approach from identification, assessment, Risk Movement
and holistic management of risks. Key risks identified are
prioritised and managed within acceptable risk level. Top risk Digi regularly evaluates its operating landscape for latest
pictures and mitigation responses are reported to the Board and changes to identify emerging risks that would affect our
Audit and Risk Committee (ARC) quarterly to allow for highest business. These are the key risks identified by Digi which have
level of accountability. been subjected to regular scrutiny throughout 2021.
Key Risks & Descriptions 2021 Performance & Challenges Mitigation Actions
The impact of various phases of The outbreak of Covid-19 pandemic led Intensify acquisition and base management
lockdown, prolonged economic to a surge in data consumption due to efforts to capture growth from digital and
recovery, and travel restrictions on nationwide lockdowns and the norm of internet adoption
consumer spending behaviours social distancing.
Drive digital value proposition to grow B2B
and consumption patterns.
revenue and market shares
The operating landscape continued
to be highly competitive in 2021 across Offer customers a broader range of services
Risk Movement in 2021
mobile and fixed connectivity, and around across in-house and partner offerings
Unchanged
opportunities from increasing digital
Provisioning of subsidies to consumers and
adoption by consumers and businesses.
SMEs through government-led initiatives
such as Jaringan Prihatin and PENJANA SME
Digitalisation Grant
We are committed to providing During the pandemic, business continuity Redundancy strategies, contingencies and
high quality and consistent network measures were initiated to ensure segregation of critical functions
services to our customers by uninterrupted operations across network, IT
Alternate sites established for critical functions
ensuring the stability of all critical and our supply chain.
such as customer service, call centre, network
operations in retail centres, network
operations and field force to ensure continuity
and data centres, and supply chain. Digi has maintained network availability
of services
and stability despite increased internet
demand and addressed critical needs Dynamic sourcing and supply chain
Risk Movement in 2021
during natural disasters in a timely manner. management to ensure adequate and
Unchanged
contingency supply
34 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Key Risks & Descriptions 2021 Performance & Challenges Mitigation Actions
Keeping our people safe is Digi’s top The overall risk related to Covid-19 Actively encourage vaccination among
priority as an employer. We aspire remained high due to the emergence employees
to create a safe, sustainable, and of new virus variants. As our employees
Active monitoring on outbreak and tracking
inclusive working environment for progressively resumed working in the office,
of employees’ health. Implemented transition
everyone. we continued to safeguard their safety
plan to resuming work in office based on
and well-being, including enforcing strict
Covid-19 situation
safety controls for vendors and visitors at
Risk Movement in 2021
our office. Provide access to physical, mental health and
Unchanged
wellbeing support to employees of all levels
Other health and safety risks. including
Ensure all employees have a safe place to
safety and hazard risks at operational sites,
work
were also constantly being monitored and
addressed. Reinforce commitment from employees to
report potential incidents and accidents
Digi maintains our commitment Digi has delivered on our JENDELA Invest in competitive network and modernise
to provide the most consistent commitments to provide wider coverage our infrastructure to cater to areas with
internet experience. We continue to and better quality of service to all increasing demand
prioritise investments in digitalisation customers. We continued to provide
Continuously redesign and review data traffic
and network modernisation to improved internet experience to customers.
trend in remote areas to ensure consumers
improve customer experience and
receive consistent internet experience
support the roadmap set out in the
MyDigital initiative.
Key Risks & Descriptions 2021 Performance & Challenges Mitigation Actions
Digi is committed to ensuring our Digi complied with the latest regulatory Constant evaluation of Digi’s business strategy,
business operates ethically, lawfully requirements and ensured sound new technologies, products and services as
and with the integrity for our long- corporate governance practices in all our well as government policies and regulations to
term success. Non-compliance by processes. identify and manage emerging risks
Digi or business partners may result
Dedicated resources for on-going compliance
in reputational damage, financial We have established a Governance Forum
monitoring across our business value chain
penalties, or suspension of license and a Governance, Risk and Compliance
to operate. (GRC) Committee to strengthen existing Ensure integrated governance and holistic
governance structure and oversight. business partners and vendor management
Risk Movement in 2021 procedures
Decreased Implement Certification Accreditation for ISO
37001 Anti-Bribery Management System
Digi’s customers share huge Digi continued to implement adequate Regular scrutiny and data protection impact
amount of data through our measures to protect customers’ assessment by dedicated privacy and security
network which enables them personal data in view of growing data teams
to connect, communicate, and consumption, heightened awareness
Establish Privacy Control Framework
innovate. To remain as a trusted on data protection and interventions by
brand, we continue to be vigilant regulatory bodies. Strengthen customers’ data protection and
and take proactive initiatives to practice transparency in the way we collect
safeguard personal data of all our Digi has embarked on a comprehensive and and use their personal data
stakeholders. structured privacy mapping programme to
catalogue data inventory and flow.This will
provide a holistic view on privacy related risks
Risk Movement in 2021
across Digi’s value chain.
Unchanged
Digi constantly evolves and adopts Security defense architecture and controls Constant evaluation of our business strategy,
new technologies to serve our have been strengthened to improve Digi’s new technologies, and processes to protect
customers better. These rapid security posture in mitigating the threat of against cyber threats
evolutions bring about many new external cyber attacks, system abuse, and
Improve detection and threat prevention
and emerging threats, which may internal vulnerabilities.
through deployment of network security and
expose Digi to malicious cyber
defendable architecture with robust monitoring,
attacks by a range of threat actors. Risks remained high due to remote working
awareness reiteration and up-to-date security
conditions and vulnerability of systems to
training
potential data theft. Constant focus and
Risk Movement in 2021
prioritisation of investments were critical to Implement identity and privileged access
Decreased
ensure sustainable risk mitigation. management tool to strengthen access control
to critical systems
Key Risks & Descriptions 2021 Performance & Challenges Mitigation Actions
Digi is committed to foster a culture As part of our commitment to operate Improve Digi’s sustainability framework to further
of responsible business in all our ethically and sustainably, we have been enhance commitment in raising standards on
activities. This risk relates to Digi’s increasing our understanding of climate- responsible business conduct
climate action commitment towards related risks and opportunities as well as
Maintain stakeholder engagement regarding
achieving net zero ambition. embedding responses into our business
our material sustainability matters
strategy and operations.
On-going climate change and environment
Risk Movement in 2021
Non-fulfilment of Digi’s responsible business initiatives to minimise carbon footprint and
Unchanged
commitments and new regulatory mitigate climate risks
requirements on climate-related disclosures Implement renewable energy and energy
may lead to negative brand perception, saving initiatives in network, and drive eco-
loss of investors’ confidence and financial practices in the workplace
penalties from enforcement agencies.
Adopt recommendations of TCFD in phases
Employees are key to ensure As we evolve our operating model and Strengthen employer branding and expand
Digi delivers on our strategy and execute our strategy, we have focused on employee value proposition to attract high-
purpose. We continue to invest in developing diverse talent for the future and performing and diverse talent
the right talent and skills for future uplifting competencies through learning
Provide access to learning programmes on
growth and to accelerate our digital and development interventions.
building critical skills and conduct regular
transformation.
career development reviews, to support
The proposed merger between Digi and
employees’ career growth
Risk Movement in 2021 Celcom Axiata Berhad aims to create a
company that will be a powerhouse of Encourage structured leadership succession
Unchanged
top digital, technical, and commercial planning and continuous engagement efforts
talent, and become a leading employer in to retain talents and drive overall employee
Malaysia. satisfaction
Digi is subjected to regulations that Digi constantly engaged with regulators, Proactive dialogues with regulators to
govern the telecommunications key stakeholders, and industry to advocate anticipate emerging regulatory changes,
industry, ranging from technical, for a sustainable regulatory framework and address concerns and views as an industry,
to commercial and corporate for fair and transparent policies that meet and advocacy for a sustainable framework
frameworks that seek to develop the long-term needs of the industry.
Collaborate with key stakeholders and
the sector, protect consumers,
industry players to participate in regulatory
and advance the country’s digital
consultations and industry events
ambitions.
Explore 5G opportunities with technology
partners to bring cutting-edge digital
Risk Movement in 2021
experiences to our consumers
Unchanged
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 37
Our Key Risks
Key Risks & Descriptions 2021 Performance & Challenges Mitigation Actions
The proposed merger between Digi While the merger application process Proactive and continuous engagement with
and Celcom Axiata Berhad aims to continues, we have maintained strong regulators, relevant authorities, and stakeholders
create synergy, greater economy focus on our strategy and business-as-
Timely communications and engagements with
of scale, stronger resilience usual execution, and prioritised resources
employees to provide updates, assurance and
to competition while driving on key strategic initiatives.
to address uncertainties
digitalisation and sustainable
growth. Prolonged approval process may increase Proactive employee engagement and retention
anxiety that could lead to added talent initiatives to keep Digizens focused on delivering
Related risks include non- retention and recruitment risk due to the on our strategic goals and secure the workforce
completion if conditions are not uncertainties. to realise our long-term ambitions
fulfilled, and a potential prolonged
approval process by regulators.
Potential impact of prolonged Various transformation projects have been Prepare comprehensive migration and crisis
service disruptions and adverse scheduled for replacement as part of Digi’s readiness plan
customer experience caused by transformation journey. We have been
Strengthen technical competency and end-to-
possible outages from planned working closely with stakeholders and
end technical domain readiness for migration
systems migration. partners to execute these major projects.
of critical areas
Proactive engagement with internal stakeholders
Risk Movement in 2021
and partners to ensure commitment and crisis
New Risk
readiness
Maintain open and constant communications
with customers, as well as internal and external
stakeholders
38 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
To ensure the relevance of our economic, environmental, social and governance risks, we undertook
a refreshed materiality assessment in FY2021 to evaluate and assess their priorities. We conducted this
year’s assessment with the guidance of our risk management framework, along with Bursa Malaysia’s
Sustainability Reporting Guide (2nd Edition) and Bursa Malaysia’s Toolkit, and have taken into consideration
the views of internal stakeholders and business environment, weighted against Digi’s strategic priorities.
R2
Increasing importance to Digi’s stakeholders
G1
R1
G3
G2
M3 M1
R4
G4 R5 R3
R6
M2
Low
Low High
Remain Increased
Legend G Growth M Modernisation R Responsible Business
Unchanged Importance
High Importance
Upholding strong governance to strengthen privacy controls and to
R2 Data Privacy and Security
protect stakeholders’ data and information against cyber attacks.
Business Ethics and Corporate Maintaining an effective governance framework and internal controls to
R1
Governance uphold corporate values and ethical standards across our value chain.
Employing customer-centric solutions for a differentiated user
G1 Customer Satisfaction
experience in our highly competitive markets.
40 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Medium Importance
G2 Service Reliability and Quality Providing quality and consistent network experience to customers.
Respecting Human Rights and Upholding human rights by mitigating risk of potential abuse across our
R4
Freedom of Expression value chain and access to the right information.
Crisis Management and Well-prepared for crisis with a rapid and adequate response plan, whilst
R5
Response maintaining clear lines of reporting.
Business Development and Robust strategies to acquire and expand businesses and value creation
G4
Expansion to drive growth and profitability.
Based on the outcomes of the FY2021 materiality matrix, the top four material matters have remained as High Importance,
namely: ‘R2 Data Privacy and Security’, ‘G1 Customer Satisfaction’, ‘R1 Business Ethics and Corporate Governance’, and
‘G3 Regulatory Compliance’.
The importance of the following matters have increased significantly to both stakeholders and business views, as
compared to last year.
Material matter ‘M1 Occupational Health and Safety’ has increased in priority and included in the top five, replacing
‘G2 Service Reliability and Quality’ in FY2020. This is mainly due to the ongoing Covid-19 pandemic and increasing
expectations for Digi to place greater emphasis on safeguarding health and safety
Material matter ‘R6 Supply Chain Management’ has also increased to High Importance as there is more concern on
suppliers addressing environmental and human rights risks within the supply chain
Material matters ‘M2 Climate Change and Environmental Management’ and ‘R4 Respecting Human Rights and
Freedom of Expression’ have also increased in importance compared to FY2020. There is intensifying pressure and
urgency to address issues on climate change given Malaysia’s national climate change aspirations towards net zero,
and for businesses to enhance their human rights practices and its management throughout the value chain
Digi monitors all material matters and continuously evaluates its scopes and boundaries to ensure its relevance to our
strategic priorities and changing business environment.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 41
Our Strategy
our
s
ment cu Inn
g sto o
se m va
d er tin
an ex
s
g rie
tie
pe
on nc
ni
strat-
tu
ou e an
r
po
rc dd
t op
ore
to im talisation
ed by new marke
igi
prove
Fuel
egy Em
bed
ded in our way of work
growth
growth
Sustainably grow consumer and lead organic
B2B revenue growth
Low double-digit
growth in Postpaid and Fixed subscribers (vs FY2020)
modern-
2023 Ambition
modernisation
isation
Best customer experience, built on channel digitalisation
and automated operations
100% Touch-free
operations on Digi’s network (2020: 74%)
respon-
sible
RESPONSIBLE BUSINESS
Leader on sustainable business standards and ESG practices in
Malaysia
300,000 Users
engaged via Yellow Heart programmes on digital resilience and future skills
#1 Malaysian telco
for ESG standards and performance (maintain 2020 position)
46 Digi.Com Berhad At a Glance Message to Shareholders Strategies to Create Value How We Create Value
Our Strategy
our
growth modernisation
strat
• Securing higher solution deals from large
4. Modernised Digi’s billing platform and
corporations
enhanced platform capabilities for future
• Trialed advance 5G use cases with large business functions
enterprises and partners
5. Continued digitalisation of back-office to
4. Sustained leading positions as fastest and drive operational efficiencies
most consistent network in 2021
How do we 1. Continue to grow Postpaid, B2B and Fibre 1. Modernise core and channels to enable
subscribers seamless digital journeys
get there
2. Scale SME digitalisation and core 2. Continue Touch Free Operations across
Priorities for connectivity offerings technology
2022 3. Expand large enterprise managed services 3. Continue to grow digital transactions and
within core verticals enable self-service features to improve
4. Co-develop innovative solutions with partners customers’ convenience and experience
and enter into new verticals 4. Ensure 5G readiness across all systems and
5. Maintain leading network through data- platforms
driven investments to drive growth and meet
customers’ expectations
Governance Audited financial statements Other information Integrated Annual Report 2021 47
Our Strategy
responsible business
tegy
• Adopted best climate framework and standards
• Climate Data Integrity exercise to improve Digi’s carbon and energy
reporting
• Improved carbon intensity per data usage by 13.7%
3. Be the employer of choice
• Strengthened women leadership pipeline in Digi and global
recognition on women empowerment
• Strengthened leadership positioning in corporate Malaysia through
memberships with prestigious associations
• Safe and inclusive work environment through continuous awareness,
pandemic-related initiatives and increased communication and
celebration of related International UN days
Digi’s financial capital is carefully managed and allocated to run day-to-day business operations efficiently and to fund attractive
expansion plans. This capital is generated from business activities, investments as well as from external funding from financial
institutions. Digi aims to continue to create value for all stakeholders with prudent financial capital management.
Financial Capital
Delivered revenue growth from core segments and Enhancement in digital payments and affordable
devices growth product offerings to drive cost efficiencies
Outcomes
Disciplined cost management supporting growth Solid track record of near 100% dividend payout
and modernisation ratio supported by a robust balance sheet and a
low gearing ratio
Closure of international borders and prolonged Continue optimising financial capital management
movement control orders (MCOs) resulted in lower in an uncertain macro environment balancing
roaming revenue and significant change in data efficiency and growth
usage and consumer patterns Ensure that we remain vigilant and ahead of
Impact of Covid-19 on economy, business sentiment emerging business trends and accelerated internet
and employment led to business shutdowns and adoption and digitalisation
lower consumer spending Widen penetration into different customer segments
Forgoing revenue to support national relief efforts and seek new growth opportunities
such as provisioning of free data, zero-rated calls, Maintain network quality to meet customers’ needs
and digitalisation subsidies and expectations
Highly competitive industry with many players Take a leading role in 5G adoption
offering low-entry products and unlimited data
plans, creating margin pressure
Global supply and logistics tightness and increased
geopolitical tensions creating inflation pressure and
supply chain disruptions
Our detailed performance and outcomes created are further deliberated on the following pages.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 51
How We Create Value
Strategic shift to reduce reliance on traditional prepaid voice has significantly improved the quality of our subscriber
base and lifted revenue
Sustainable Revenue Mix (%) Total Revenue (RM’mil)
+3%
6,336
43% 41% 40% 39% 6,153
FY2020 FY2021
12% 4% 16% 5%
Resilient Postpaid with targeted acquisition and base Strong subscriber growth through attractive fibre
management approach broadband and family bundles offering
Negative Prepaid trend reversed, supported by growth in Devices and other revenue up 37.2% YoY reflecting high
Malaysian segment demand for PhoneFreedom 365 programme
Focused on building loyalty amongst ARPU Development (RM) Expanded active Malaysian base
Malaysian base through contracting
and personalised renewal promotions FY2020 FY2021 +10.5% Increased year-
67
63 Malaysian on-year from
Curated multi-tiered internet passes for
active continuous
various segments such as youth, senior
43 subscribers acquisition efforts
citizens and mass consumers 41
33
Leveraged high-speed internet 31
proposition to target new and Postpaid subscribers
underpenetrated segments
Increased year-
Reduced reliance on low quality high on-year for five
churn segments Postpaid Prepaid Blended ~253k quarters in a
Postpaid and Malaysian Prepaid Postpaid row to total 3.3
consumers reacted positively to Digi’s subscriber net million Postpaid
product offerings which focused on Total Number of Subscribers additions subscribers
high-speed, quality network, attractive
Prepaid Postpaid
smart bundles and entry-level plans
Fibre Broadband subscribers
Digi’s Fibre Broadband grew growth via upselling
consistently via upselling activities 32%
to our existing mobile customers by
10.3 6X Total Fibre
Broadband
leveraging rising internet adoption stronger
million subscribers:
The decline in the prepaid base Fibre
subscribers ~13,000
was mainly due to the exit from the Broadband
(FY2020: ~2,000)
lower-end migrant segments with high 68% subscribers
churn rates
52 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Completion of 3G network shutdown in January 2022 in line with JENDELA initiative enabled 3G spectrum to be re-
Financial Capital
farmed to improve the network performance of 4G, contributing to more 4G subscribers and higher smartphone
penetration rate
• Voice over LTE (VoLTE) traffic increased from 24% in FY2020 to 56% in FY2021
Internet users’ expansion
4G subscribers Smartphone penetration rate
Enhancement in digital payments and affordable product offerings to drive cost efficiencies
Continued digitalisation to increase touch free ECL ratio Levers for improving
digital payment methods drove solid collections ECL ratio:
during the year 3.5
Combination of seamless customer journey 3.2%
Resilient EBITDA margins driven by modernised operations Continued to exceed the company’s dividend policy
Profit after tax (PAT) of RM1,162 million slightly of distributing a minimum 80% of net profits
down mainly due to flow through from EBITDA, Sustainable return with high dividend payout reflecting
higher depreciation charges for 3G network our commitment to our shareholders, amidst the
shutdown and increased finance costs (FY2020:19.8%) challenging environment
Total Assets of RM7.84 billion reflecting our solid financial capabilities and flexibility to fund future growth opportunities
Healthy return on total asset at 14.8%
Prudent management of gearing and capital allocation
18% 6%
4%
Gearing and net debt level
1.6X
Net debt to EBITDA
Conventional debt over total
assets ratio below 33% threshold
(FY2020: 1.7x) set by Securities Commission
Malaysia (FY2020: 7%)
54 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi’s manufactured capital refers to the network infrastructure and assets critical to running our operations, including
telecommunication towers, fibre, data centres and retail touchpoints across Malaysia. These form an integral source of
competitive advantage for us to deliver our services reliably to customers and represent our deployment of financial capital as
manufactured Capital
Network sites (FY2020: 10,000+) 75.9% (FY2020: 74.8%) with Digi Store and
Digi Store Express outlets
Delivered reliable connectivity as a trusted service Improved customer experience across digital and
Key Activities
Met 100% JENDELA targets to drive greater digital Provided the best customer experience through
society digital and in-person interactions
Sustained position as Malaysia’s fastest and most Helped businesses stay afloat through digital
consistent network solutions leveraging PENJANA1, and trialed
Outcomes
Prolonged MCOs required Digi to continuously Make data-driven investments to enhance the
ensure we maintained the quality of our network for quality and consistency of our network
all customers Accelerate national digitalisation agenda through
Commitment towards delivering JENDELA targets JENDELA
Strict adherence to safety guidelines and business Support the digitalisation of SMEs and large
continuity plans across our operations to safeguard enterprises through core connectivity and beyond
our customers and employees connectivity offerings
Improve customer experience and satisfaction
across online and offline channels
Our detailed performance and outcomes created are further deliberated on the following pages.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 55
How We Create Value
As the country faced prolonged MCOs in 2021, Digi focused on maintaining the reliability and quality of our network
services to ensure customers stay connected.
In 2021, we expanded our 4G network coverage in rural and remote areas and improved in-door coverage nationwide.
Our 4G LTE and LTE-A now covers 93.1% and 75.9% of populated areas respectively. We have also expanded our
fibre network footprint to over 10,173km to increase availability of fibre broadband connectivity to households and
businesses.
The successful 3G network shutdown, in line with Malaysia’s JENDELA initiative has enabled 3G spectrum to be
repurposed to strengthen Digi’s 4G network performance, allowing for better quality of internet experience.
* JENDELA was formulated collectively by the telco industry and the government to improve network coverage and enhance the quality
of broadband experience
56 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Supported the digitalisation of SMEs and large enterprises through connectivity and innovative offerings
manufactured Capital
Delivered purpose-built solutions and customised Scaled beyond connectivity offerings with in-house
connectivity offerings to enable digital transformation digital solutions
for businesses
• iFleet - Intelligent GPS Tracking
& Fleet Management System
• Omni™ - Virtual Phone
System
• altHR - A digital workforce
management system
Digi Business is a • D’SMS - a direct SMS
certified member marketing solution
of MEF, a global • UltraPOS All-in-1 Payment
federation of Terminal
network, cloud,
and technology
Piloted advanced use cases
providers driving
Westports and Digi power smart port transformation
enterprise digital
with Malaysia’s first successful 5G trial conducted in
transformation
a live port operations environment
Digi powers Petronas
offshore oil rigs with
4G LTE connectivity
Provided the best customer experience through digital and in-person interactions
MyDigi App: Enables self-serve transactions, personalised rewards, support and more
Enhanced web/app
4.7mil experience, making it easier
for customers to:
Monthly Active
Users Pay bills
Digi’s intellectual capital refers to our unique brand, processes and technology that differentiate us in the market. Digi’s purpose
of connecting customers to what matters most is anchored on the core foundation of operating responsibly and guided by our
values and way of work. Our long-standing culture of innovation, and operating with the highest standards of security, corporate
governance, and sustainability are key success factors in Digi’s ability to deliver long-term value to our stakeholders and to play
intellectual Capital
a leading role in setting good environmental, social and governance (ESG) practices among corporate Malaysia.
Trusted brand, synonymous Innovative ways of work and Robust policies and manuals
with high quality of service and modernised processes to governing our business
Key Inputs
Building Digi as a trusted brand and taking leading Created digital-first customer journeys and improved
Key Activities
Recognised as a strong brand, and a leading Safeguarded the integrity of our network through
company in Malaysia on ESG standards and strengthened data protection and security initiatives
Outcomes
practices
Elevated the awareness on data protection and
Launched unique and first-in-the-market cyber security through trainings and engagements
propositions across consumer and B2B segments with employees, customers and partners
Competition within the telecommunications industry Continue to be a brand that customers trust, and
continues to be high. Digi will need to leverage therefore will prefer. We believe that customers
on its unique brand to cater to different customer will choose brands that operate with the highest
segments in a relevant and meaningful way standards and conform to the same values that
Prolonged lockdowns have resulted in a change in they hold
customer behaviours and accelerated the need for Continue to work towards becoming a Malaysian
reliable, safe, and digital-first products and services leader on ESG performance and standards, and
Businesses must now adapt to the ‘new normal’ of to raise awareness on areas such as cyber security
employees working remotely, following movement and data protection among employees, customers
restrictions due to Covid-19 and partners
Cyber security and data protection risks have
become a top concern for companies as they
accelerate their digital transformation
Our detailed performance and outcomes created are further deliberated on the following pages.
58 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
In 2021, Digi was recognised as Malaysia’s strongest brand, and among the Top 10 Brand Strength Index (BSI)
intellectual Capital
Most Valuable Brands in Malaysia as ranked by Brand Finance. This is a testament score of 87.3 out of 100
of our unique brand with a long-standing record of upholding the highest level of and a corresponding
responsible business practices and quality of service. AAA brand strength rating
Digi aims to continue developing our brand, as a trusted partner for all stakeholders through improved disclosures and
high-quality reporting for sustainability data to create higher appreciation towards our sustainability performances.
Digi continues to be recognised as a leader in ESG performance and standards, as we work towards delivering on our
commitments to all stakeholders.
Bursa Malaysia Index ESG Risk Rating Voluntary environmental MSCI ESG Rating (2021)
Member of ESG indices 18th percentile, one of the disclosure Improved rating from A
with score of 3.8 highest for the region Carbon reporting since 2009 to AA
via Telenor Group
Bloomberg Gender Investor Relations Magazine Corporate membership to drive UN Women Malaysia WEPs
Equality Index (GEI) 2021 SEA Awards leadership in gender diversity Awards 2021
Recognition in gender Certificate of Excellence for Best Member of UN Women 2nd Runner Up in the
reporting and advancing ESG Materiality Assessment in Empowerment Policies and Gender-inclusive
women’s equality Integrated Annual Report 2020 Malaysia’s 30% Club Workplace Category
Launched innovative best-value offerings to differentiate ourselves in the consumer and B2B market
Fintech E-commerce
Created digital-first customer journeys and improving self-serve capabilities through collaboration with our partners
Established direct connections with major e-wallets and retailers via DigiPay API making it more convenient and
accessible for Digi customers to buy top-ups and pay their bills
Reload
seamlessly
from your
favourite
e-wallets
Launched digital campaigns with e-wallets and banks to provide customers with best-value offerings
Launched Digi Official Store on e-commerce platforms and rolled out new kiosks to make our products and
services more accessible to customers
Extended our Digi Store Online capabilities to dealers and frontliners, to reimagine the way we interact with
customers
Modernised our processes and way of work to drive growth and productivity
• Continuous use of AI/ML to improve network NPS prediction and diagnosis, site degradation predictions
and real-time monitoring of key applications to enable proactive customer experience management
• Over 300+ network use cases automated to improve productivity
• Automated ticket handling on MyDigi for faster complaint resolutions
• Digi introduced a cycle way of work, empowering teams to plan and adopt best ways to engage with
customers and faster time to market
• A cross-functional team came together in 2020 to uncover insights with data analytics that would
improve customer experience. In 2021, this evolved into a data-analytics forum, reimagining the way we
execute nationwide network rollout plans based on data of customer pain-points and insights
Safeguarded data privacy and security, and raised awareness for employees, customers, and partners
Strengthened governance
• Updated Privacy Notice, improving on categorisation of data collected for easier customer
comprehension
• Revised governing documents for Privacy and Incident Management
• Enhanced cyber security maturity governance
100%
Completion of privacy and cyber
200
New employees trained on
100
University and school students
security e-learning modules privacy and data protection trained on career options on
online privacy
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 61
How We Create Value
Safeguarded data privacy and security, and raised awareness for employees, customers, and partners (Continued)
Improved detection and threat prevention Established internal governance controls to protect
customers’ data
Mandatory security trainings (Four modules)
Executed in three phases, with 84 systems in 12 months
Enhanced Cyber Security Maturity Governance
Documented and recorded all customers, employees,
Accredited with Business Continuity Management
and 3rd party personal data and asset listing
System (BCMS) ISO 22301:2019 by the British
Standards Institution (BSI) Completed privacy risk assessment and remediation
roadmap
Launched webinars with Cisco Systems Malaysia to promote awareness on cyber security and to help SMEs defend
against cyber attacks
62 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi believes in creating a productive, diverse and sustainable workforce to support our growth, meet the demands of digital
advancements and be ahead of the future of work. Our employer brand promise “Freedom to Inspire the Next” aspires to
continue enabling our employees to accomplish their best, grow alongside the organisation and deliver value to our customers.
human Capital
It is pertinent for Digi to nurture an enabled and engaged workforce - embracing the power of different experiences and
investing in critical competencies, while giving utmost importance to our employees’ health, safety and overall well-being. Digi’s
human capital plays a key role in enabling and supporting the organisation to deliver on our commitment of connecting
customers to what matters most.
Conducted various training programmes to upskill Conducted the annual gender pay gap analysis
Key Activities
Continuous upskilling of talent to drive growth UN Women Malaysia WEPs Awards 2021:
Outcomes
New ways of work have required us to relook Adjust our culture and way of work to suit a hybrid
our people engagement and enablement work environment while providing adequate support
approaches, introducing new collaborative tools for employees to work and lead efficiently
to drive productivity, implementing programmes Acquire technical expertise and effective data
that support employee engagement, and promote management processes to conduct meaningful
physical and mental well-being analytics
Prioritisation of people-related initiatives while taking Support workforce transitions to cater to future
into consideration overall cost-effectiveness demands
Our detailed performance and outcomes created are further deliberated on the following pages.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 63
How We Create Value
Strategic talent management is important to Digi as it impacts our ability to attract and retain high performing talents.
We believe that employee development and engagement is crucial in achieving our business goals. We strive to
provide the right platforms for our employees to stay motivated and grow in their roles.
Learning and development in Digi is supported through Telenor Academy, an integrated online learning system with
access to external platforms such as LinkedIn Learning, Linux Academy, Coursera and Udacity. The platform played
a crucial role in supporting the shift towards increased virtual learning due to the pandemic. Aside from learning
through Telenor Academy, Digi organised several annual learning days, conducted virtually for all employees.
An exciting day of innovation and inspiration sharing In 2021, we have successfully achieved
from industry leaders, including a curated playlist on
topics related to innovation, STEM, and social media 52.6 hours
of average learning per employee*
trends.
(versus target of 40 hours)
Reviews
We encourage a culture of continuous learning and
provide employees with the right learning opportunities Digi’s employees are required to complete an “Impact
to reskill and upskill through various leadership and Assessment”, which is an annual exercise to reflect
expert learning programmes. on their development, strengths and achievements
for the year. This provides a structured approach for
employees to chart their career goals and to have
Number of
Workshops meaningful discussions with their line managers on
participants
future growth opportunities.
Tight-Loose-Tight (TLT) -
Number of employees who completed
A leadership concept for People 125
their Impact Assessment
Managers
Guided by our commitment towards diversity and inclusion in Digi, we provide equal opportunities for all. We hire and retain the best
talent, and nurture an inclusive workplace culture that maximises the power of different experiences.
Response rate
Pulse Survey 80% 84% 87%
In 2021, we introduced Believes that Appreciates Believes that
a ‘Pulse Survey’ to working from Digi’s physical Digi prioritises
replace our annual home works and mental well- employee’s well-
Employee Effectiveness well for them being initiatives being during
Survey (EES) Covid-19
Digi is committed towards safeguarding our employees’ health, safety and well-being. We do this by integrating
Occupational Health and Safety (OHS) practices as a core aspect of Digi’s culture. Our OHS management system is ISO
45001 certified.
66 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Number of employees that Number of health and Total training hours on health
received training safety training programmes and safety
conducted
* Lost Time Injury Frequency (LTIF) score (limited to permanent and contract employees) FY2021 has been independently assured
by KPMG PLT
Digi Yello Show Digi Virtual Teambuilding 2021 Digi Wellness Challenge 2021
Natural capital is seen as a key priority for Digi, realising the opportunities from limiting natural capital exposure within our own
operations, as well as enabling more efficient resource use in other industries. Malaysia has committed to become carbon-
neutral nation by as early as 2050. This mandate would require a concerted effort as well as a high-level green commitment
and investment from both the public and private sectors. As the level of decarbonisation readiness on a national level is often
natural Capital
mirrored by the level of readiness or progress at sectoral levels, Digi aspires to continue our climate leadership in the mobile sector
through progressive climate action. It includes how we safeguard and protect the renewable and non-renewable resources that
we consume in our day-to-day operations.
Optimised efficiencies from Used 341.01 GWh Respected land rights when
allocated radio spectrum (FY2020: 329.18 GWh) building and maintaining networks
Key Inputs
Environmental Management Piloted AI use cases with partners On-going initiatives to fulfill Leed1
System - ISO14001:2015 certified and Green Building Index (GBI)2
General waste and e-waste certification requirements
management
1
LEED is a green building certification programme and a globally recognised standard for the design, construction and
operation of high-performance green buildings
2
GBI is Malaysia’s industry recognised green rating tool for buildings
Setting energy reduction and decarbonisation Explored opportunities to create a more sustainable
Key Activities
Network modernisation and cleaner energy Managed climate risks by strengthening network
Outcomes
Managed our environmental footprint and Carbon intensity per data usage (tCO2e)
recycling of network equipment improvements by 13.7%
Efficient resource management by leveraging Drive more network modernisation for sustainable
effective methodology and practices, including new growth
investments into technological advancements to Expand our existing energy optimisation and
minimise our environmental impact decarbonisation initiatives
Our partnerships with external parties will have a Adopt cleaner energy innovations and solutions
positive impact on this capital as we progress to Strengthening controls on climate data
employ green technologies in contributing towards management
our decarbonisation pathway Transition towards data driven network planning
and higher spectrum efficiencies
Industry collaboration with third parties towards
driving climate best practices
Our detailed performance and outcomes created are further deliberated on the following pages.
68 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Climate Action
Digi takes a pragmatic approach in addressing climate change and will work in collaboration with the industry, government,
environmental agencies and partners towards achieving a net zero greenhouse gas emissions by 2050, in line with a 1.5-degree
natural Capital
pathway. While there remain challenges in large scale CO2 reductions due to our dependency on the national grid, we will
continue to strengthen our governance and reporting mechanisms while exploring new technologies and solutions.
Excellence in climate reporting, compliant with mandatory requirements and guided by global best practices
Driving network modernisation and cleaner energy innovations for sustainable growth
1
CSON AI initiative
In 2021, Digi worked with ZTE through the Centralised Self Organising Network (CSON) Artificial Intelligence
(AI) pilot initiative, deploying tools to automatically analyse and implement power-saving mode at our Radio
Access Network (RAN) sites. 102 sites were involved in the pilot over the course of a month and demonstrated
3.77% energy reductions (kWh consumed) per site, on average. We will be taking a phased approach in
scaling the initiative, targeting to equip more than 50% of our sites to be equipped with this capability in 2022.
2
Site Battery Autonomy Prediction Tool
The ‘Site Battery Autonomy Prediction Tool’ is another AI-based initiative deployed to automatically monitor and
record usage information of backup batteries at Digi’s network sites. This information is crucial for timely sites
restoration and battery replacements planning to ensure minimal service disruptions.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 69
How We Create Value
Sustainable workplace
In 2021, to meet rising consumer demands, our carbon emission increased by 5%, attributed to data growth and network
expansion. Our annual greenhouse gas (GHG) emissions inventory FY2021 in accordance to the GHG Protocol Corporate
Standard are as follows:
Indirect Energy
Direct Energy
Consumption from Grid Indirect Energy Consumption
Consumption from
and Green Electricity from Value Chain (GWh)
Fuel (GWh)
(GWh)
Digi restated our climate
data for 2019-2020
following the outcome of
a Climate Data Integrity
42.50 297.21 1.30 exercise undertaken
(FY2020: 44.12) (FY2020: 281.94) (FY2020: 3.12)
with an independent
(FY2019: 40.10) (FY2019: 267.84) (FY2019: 7.94)
advisor to improve
our methodology
Scope 1 Carbon Emissions Scope 2 Carbon Emissions Scope 3 Carbon Emissions
(Tonnes) (Tonnes) (Tonnes) in data collection
and management
10,345.14 196,776.12 332.79 approach. Corrective
(FY2020: 10,750.88) (FY2020: 185,745.74) (FY2020: 734.70) measures have been
(FY2019: 9,763.92) (FY2019: 174,044.00) (FY2019: 1,638.03) undertaken to ensure
consistency, accuracy
and transparency of the
Total Energy (GWh) Total Carbon Emissions (Tonnes) data presented here, in
line with good climate
341.01* 207,454.05* governance practices.
(FY2020: 329.18) (FY2020: 197,231.32)
(FY2019: 315.88) (FY2019: 185,445.95)
* Total energy consumption and carbon emissions FY2021 has been independently assured by KPMG PLT
70 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
During the year under review, we have improved on our Carbon Intensity per Data Usage by 13.7% YoY. We have
natural Capital
achieved a lower carbon footprint per unit of data consumed, although the average customers are using more data.
Our carbon intensity is measured by tonnes of CO2 (tCO2e) per terabyte of data.
Energy Usage per Carbon Intensity per Energy Usage per Carbon Intensity per
Customer Base (mil)
Customer (kWh) Customer Data Terabyte (MWh) Data Usage (tCO2e)
Waste Generated per Employee1 Water Consumed per Employee1 E-waste Resold and Recycled
1
Total employees – 1,438
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 71
How We Create Value
Towards the end of 2021, the country experienced severe flooding in eight states, affecting more than 125,000 people. This
exposed the reality of extreme weather conditions caused by climate change. The floods affected 280 of our network sites
with access roads being blocked, electricity shutdowns and other hazards.
Digi recognises climate change as an important risk element, and will continue to adopt proactive measures in addressing
both physical risks and transitional risks anticipated to arise due to climate change.
Digi supported WWF Malaysia and BCG Malaysia, and provided telecommunications
specific insights in the development of the study on Net Zero Pathways for Malaysia 2050.
This report is meant to catalyse stronger and more cohesive climate action amongst
all stakeholder groups. Digi will continue to collaborate with WWF Malaysia and BCG
Malaysia, delving deeper into industry specific topics.
Digi discloses its climate impacts, energy and GHG emissions via Telenor Group to the CDP global
disclosure system.
Since 2020, Digi discloses its emissions data through its Integrated Reporting process. Digi adopts
the following principles as part of its GHG emissions management.
• Define the scope and boundary
• Identify the GHG emission sources
• Collect and quantify GHG emissions
• Set emissions reduction objectives and prepare action plans
• Involve employees, suppliers and conduct trainings
• Implement emissions reduction initiatives
In 2021, Digi embarked on a Climate Data Integrity exercise with guidance from an independent advisor to better
improve on its carbon and energy management and reporting standards for Scopes 1,2 and 3.
The six months initiative resulted in the development of new formalised data templates, with embedded calculations
and estimations so as to minimise human errors. The data templates also presents automated historical and future
projections that will allow the team to better perform trend analysis and to make informed decisions. The respective
data stream owners have begun populating the templates with 2021 data and will be the standardised template
used in Digi moving forward.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 73
How We Create Value
The effects of Covid-19 pandemic continued into 2021 through waves of new virus variants. In response, the government
executed more stringent measures to contain the spread of the virus, and at the same time introduced recovery strategies.This
include the reopening of more economic sectors and injecting fiscal aid and stimulus to resume economic growth, aligned
Social and Relationship Capital
to the nation’s larger reform and development agenda as stated in the Twelfth Malaysia Plan, 2021 – 2025 (12MP): Keluarga
Malaysia (Malaysian Family) to develop a ‘Prosperous, Inclusive and Sustainable Malaysia’. As a connectivity provider, Digi
is equally committed to the national agenda via our promise to empower societies and reduce inequalities. This purpose
is embodied through our Yellow Heart commitment to operate responsibly for the collective well-being of our customers,
societies and the environment.
Sustainable and trusted brand Responsible Business culture Positive relationships and
Key Inputs
Geared up expansion of new network sites and Built capacities for young people to create a safer
Key Activities
Accelerated businesses and SME digitalisation Conducted scam awareness campaigns with
customers
Empowered youth and educators with future skills
learning Strengthened human rights, business ethics and
corporate governance
Empowered societies through nation building Adapted to current and new regulations of our
Outcomes
Enhanced commitments for a digitally inclusive Improved human rights due diligence across our
and resilient Malaysia value chain and protected right to freedom of
association
Reinforced strong governance and robust internal
controls
Our detailed performance and outcomes created are further deliberated on the following pages.
74 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
As a responsible corporate citizen, Digi implemented and supported various initiatives to help the rakyat weather
through difficult times.
Alongside the CERDIK initiative by the government, Digi provided discounted data packages for more than
11,000 students from low-income households.
Digi zero-rated calls to critical service hotlines including Covid-19 websites, screening and admitting hospitals
(as endorsed by the Ministry of Health) and telehealth providers such as DoctorOnCall. We sponsored devices
with connectivity to the National Rapid Response Task Force (GKVSTF) for contract tracing management, and to
multiple frontline hospitals to support the needs of patients in Intensive Care Units and for counselling services.
Contributed more than RM 1.5 million to communities, comprising free connectivity at Program Perumahan
Rakyat (PPR), free calls to helplines, and RM 750,000 channeled via our NGO partner, MERCY Malaysia to support
on-going Covid-19 response and recovery efforts.
Total of 140 employees supported with hotel accommodation, financial aid and home/vehicle repairs
Rallied up efforts to restore disrupted sites and initiated employee volunteerism to support communities,
including recovery of affected Digi retail stores
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 75
How We Create Value
Digi continuously monitors our network capabilities to provide consistent We initiated a nationwide campaign
and high-quality digital connectivity to meet customers’ expectations. #BuatLebihL4Gi to drive awareness for
customers to adopt 4G, coupled with affordable
device plans to drive greater adoption.
Business and digital solutions to fast track PENJANA SME Digitalisation #KamiCareMBiz programme
business growth Grant Offered over RM 500,000 worth of
Providing customised connectivity and managed
services for business transformation.
~9,000 digital solutions and mobile plans
to help local micro and small
Businesses benefited
business owners go digital.
7 > 150,000
Episodes Views
> 350
Schools reached
* Number of FS4A enrolment up to 31 December 2021 has been independently assured by KPMG PLT
76 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi celebrated the tenth anniversary of its flagship Safe Internet programme
in conjunction with the International Safer Internet Day (SID) on 9 February. We
launched the Yellow Heart Safe Internet portal, a one-stop repository of educational
material to equip Malaysians with skills to be more resilient and responsible online
citizens. For more information, visit safeinternet.my.
Collaborated with Ai Talent on a series of workshops on Dedicated virtual hotlines to help volunteers and
safe internet with children. More than 100 short awareness counsellors provide emotional support and counselling
videos were created by the children. services during Covid-19.
All new suppliers will be screened and assessed based on their financial performance, background and historical records.
Digi mandates for all its suppliers to sign on the Agreement of Responsible Business Conduct (ABC) so as to ensure they
meet our standards and requirements in areas of Health, Safety and Security (HSS), ethical conduct, human rights and
environmental management.
179* 2,099
New suppliers who signed the ABC Total suppliers who have signed the ABC to date
(FY2020: 130) (FY2020: 1,920)
From the inspections carried out, non-compliances were identified on matters-related to health and safety, prohibited
business practices, human rights, environment, cyber security and breach of regulatory compliance. We required suppliers
to develop corrective action plans based on the outcome of the inspections conducted. Suppliers who fail to meet
the minimum requirements will be given time to work on the corrective action plan, failing which will result in serious
consequences such as suspension or even termination.
509 1 510 16 45 2
(FY2020: 463) (FY2020: 48) (FY2020: 511) (FY2020: 5) (FY2020: 194)
(FY2020: 3)
(FY2019: 429) (FY2019: 30) (FY2019: 459) (FY2019: 9) (FY2019: 203)
(FY2019: 1)
We conducted periodical trainings to advocate As part of responsible sourcing practices, Digi promotes local
on best practices including laws and regulation procurement to reduce our carbon miles and to support the local
on HSS and human rights aspects. In 2021, economy. The spending percentile breakdown of local and foreign
5,635 training hours were recorded. The suppliers is shown below.
increase in training hours for 2021 was partly
attributed to the mandatory supplier training
assessment implemented towards mid last year. Number of suppliers appointed
5,635
266
Percentile 235
training hours of Total Percentile
197
Expenditure of Total Percentile
(FY2020: 2,426) Expenditure of Total
(FY2019: 2,594) 238 94.8%
Expenditure
216 98.5%
181 99.1%
* Number of new suppliers signing Digi’s ABC FY2021 has been independently assured by KPMG PLT
78 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi is accredited with BCMS ISO 22301:2019 by the British Standards Institution (BSI). This requires Digi to implement,
maintain and improve the management system to timely protect, mitigate and recover from disruptions.
This reinforces our commitment to deliver reliable products and services to our customers, business partners, and
stakeholders, in assurance that Digi has adopted the best practices and processes to mitigate disruptions in business.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 79
How We Create Value
Other Initiatives
• Implementing the ISO 37001: Anti-Bribery Management System standards to improve the organisation’s culture of integrity,
governance and anti-corruption, reputation and the commitment of its top management and governing body
• ISO 37001 workshop were conducted with all the Head of Departments to identify risk of corruptions in their respective
departments
• Appointment of Compliance monitor in each division to promote better governance across the business
• Formation of Governance Risk and Compliance (GRC) committee to deliberate significant GRC matters and subsequently
formulate appropriate responses to address them
Integrity Hotline
A confidential channel to report concerns and raise questions about possible breaches of Digi’s Code of Conduct, including relevant
laws, regulations and Governing Documents. Visit telenorgroup.integrityline.com
Regulatory Compliance
Digi complies to regulatory requirements and supports the Malaysian Communications and
Multimedia Commission (MCMC) to monitor and track progress against on-going initiatives such
as JENDELA and compliance to all Mandatory Standards under MCMC’s purview. We drive greater
accessibility and affordability through network expansion, industry collaboration, and product and
service offerings.
The Universal Service Provision (USP) programme aims Managing consumer complaints on network
to expand network infrastructures to underserved performances is a key measurement in the national
areas to close the digital divide. The programme JENDELA initiative. Digi actively resolves such complaints
includes operating PEDi internet centres across lodged through MCMC’s Aduan portal and progress are
Malaysia for facilitating internet access, e-learning, tabled fortnightly at MCMC’s JENDELA Implementation
digital skills and digital entrepreneurship upskilling for Committee (JIC). The committee reviews the progress
local communities. Since 2021, digital entrepreneurial and development of all plans within the JENDELA
programmes were conducted for SMEs. Digi operates initiative.
132 PEDi nationwide.
Total Complaints Resolved by Digi (%)
Digi is committed to respecting human rights as set out in the The United Nations Guiding Principles on Business and
Human Rights (UNGPs). We integrate human rights aspects within our operations and conduct a Due Diligence exercise
every alternate year to assess and mitigate any forms of human right risks in our value chain. The 2021/2022 assessment
covered 19 material areas (e.g. Workers Wellbeing and Safety, Working Environments, Working Conditions, Modern Slavery,
Digital Inclusion and Literacy, Corruption and Bribery, Collective Bargaining and Freedom of Association, Environmental and
Infrastructure Impacts, etc) under the purview of 12 departments in Digi.
Freedom of Association
Digi employees are represented by the Digi Telecommunications Sdn. Bhd. Employees Union (DGEU) and the Best on People
Council (BOPC). Both entities are formed via democratic process by election of representatives across Digi.
Embedded in our way of work
John Lo Angeles
• Bachelor of Science in Civil Engineering
Limited (2012-2021)
• Asia Pacific Commercial Vice President
from the University of California, Los for Shell’s E&P and Integrated Gas
Angeles businesses (2017-2021)
60, Male, Malaysian • Chairman of Shell refining Company
Present Directorship(s) Bhd (2012-2016)
• RHB Investment Bank • Managing Director of Sarawak Shell
• RHB Bank Berhad Berhad and Sabah Shell Petroleum
Independent Date of • Sapura Energy Berhad (2012-2016)
Non-Executive Appointment
• Board member of Singapore’s
Director 24 May 2021
Relevant experience Economic Development Board
• Independent Director of RHB Bank (2009-2012)
Berhad (2020-present) • Held various positions in Shell
• Independent Director of RHB Investment engineering business development,
Length of Service Meetings Bank and Member of Board Audit commercial and corporate roles
(as at 31 March 2022) Attended and Nomination and Remuneration based in Malaysia, Singapore and
10 months 6/6 Committee of RHB Bank Berhad Netherlands (1990-2021)
(2021-present)
• Independent Director of Sapura Energy Areas of Expertise
Berhad (2021-present) • Leadership
Board Member, • Strategy Development
Audit and Risk Committee Member, • Health, Safety and Environment
Nomination Committee Member • General Management
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 87
Board of Directors’ Profiles
tellmann Edinburgh
• Master of Science in Business (M.Sc./
Management, Telenor Asia Ltd
(2018-2019)
Siviløkonom) degree from NORD • Chief Executive Officer of Telenor
University in Norway Myanmar Ltd (2016-2018)
50, Male, Norwegian • Chief Financial Officer of Telenor
Present Directorship(s) Myanmar Ltd (2013-2016)
• Grameenphone Ltd, Bangladesh
Areas of Expertise
Non-Independent Date of Relevant experience • Leadership
Non-Executive Appointment
• Board of Directors of several Telenor • Telecommunications
Director 12 July 2019
Group Telecom and FinTech • Strategy Development
Companies in Bangladesh, Pakistan, • Accounting & Finance
Myanmar and Malaysia (2011-present) • General Management
• Head of Telenor Financial Services
Length of Service Meetings in Singapore, Telenor Asia Ltd
(as at 31 March 2022) Attended (2019-present)
2 years 8 months 10/11 • Board Member of Digi
Telecommunications Sdn. Bhd.
(2019-present)
Board Member,
Audit and Risk Committee Member
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 89
Board of Directors’ Profiles
Management Profiles
Management Profiles
The Board of Directors (the Board) sets and steers the direction of Digi Group (Digi and its subsidiaries) and brings
independent, informed and effective judgement on material decisions reserved for the Board. The Board also ensures
that strategy, risk, performance and sustainable development considerations are effectively integrated and appropriately
balanced. Recognising the importance of good corporate governance, the Board is committed to uphold high standards
of business integrity and ethics and has worked with the Management to maintain these standards through the course of
the year. For a fair view of the Board’s priorities and the Company’s corporate governance practices in 2021, this statement
is to be read together with the Corporate Governance Report (CG Report). The CG Report elaborates on the Company’s
application of each Principle of the Malaysian Code of Corporate Governance (MCCG) updated in 2021 for the financial
year under review. This statement should also be read alongside the Statement on Risk Management and Internal Control
(SORMIC).
Digi has applied all applicable Practices set out in the MCCG (updated 2021) for the financial year ended 31 December
2021 save for the below provisions of the MCCG. A more thorough description in the manner which Digi is addressing
these departures are set out in the CG report which is available on Digi’s website as well as via the announcement on the
portal of Bursa Malaysia Securities Berhad (Bursa Malaysia).
The Chairman of the board should not be a At least half of the board comprises independent
member of the Audit Committee, Nomination directors. For Large Companies, the board
Committee or Remuneration Committee comprises a majority independent directors
The board discloses on a named basis the top five Minutes of the general meeting should be circulated
senior management’s remuneration component to shareholders no later than 30 business days after
including salary, bonus, benefits in-kind and other the general meeting
emoluments in bands of RM50,000
In order for the Board to be able to effectively monitor Digi’s crisis management, the Board has met up on a regular
basis throughout 2021 to monitor the impact of the Covid-19 pandemic on Digi’s operations and how Management was
responding to the developments and following through with the initiatives taken by Digi for the continuity of its operations
whilst constantly fostering a safe work environment for its employees. The Board emphasises and fosters a positive safety
and health culture. The Health and Safety (HS&S) topic has been made the focus and mandatory agenda in Board
meetings. The Management is advised to continually engage Board in discussion on HS&S and risk issues during Board
meetings. Digi has now set up a working committee to support the implementation of a HS&S roadmap which will extend
to a more leadership involvement.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 95
Corporate Governance Overview Statement
All Board meetings and communications were held through video conferencing during the Movement Control Order.
The Board is pleased to report to its shareholders that to the best of its knowledge, Digi has complied with and shall remain
committed to attaining the highest possible standards of corporate governance through the continuous adoption of the
principles and best practices of the MCCG (updated 2021), and all other applicable laws. The status of the Company’s
application is reported in our CG report.
Governance Structure
STAKEHOLDERS
BOARD OF DIRECTORS
governance forum
96 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Board is dedicated to enhance Digi’s corporate How Sustainability is embedded in the
governance practices which has shaped the way Digi
Governance Structure
operates. The Board believes in a structured governance
to identify and manage Digi’s business systematically to
Sustainability matters in Digi are addressed as part of
address risks and maximise the positive impact to the
Digi’s overall Responsible Business (RB) strategic pillar.
business, whilst conforming to global sustainability standards.
The RB covers material issues relating to ESG indicators;
Digi’s approach is one of continuous improvement.
Risk Management, Sustainability, Anti-Corruption, Data
Protection, Cyber Security, Supply Chain, Health and Safety,
Digi’s culture is defined through the Digi Way of Work, the
Climate Change, and Diversity and Inclusion. These are
Code of Conduct (the Code), Whistle Blowing Policy and
governed across different leadership levels within the
Manual, Anti-Corruption Policy, No Gift Policy, and Health,
organisation - the Board, Management, key departments
Safety and Environmental (HSE) Policy. These policies are
and support functions. Digi’s sustainability framework
accessible in Digi’s website at https://www.digi.com.
defines the governance structure and the responsibilities
my/our-company/our-governance. Various activities are
of each party within.
conducted to increase awareness amongst employees,
essential to instill a compliance culture within Digi’s Group.
Digi addresses our Governance, Risks, Compliance and
Digi is committed to the highest standards of transparency
Sustainability matters at the Responsible Business Forum
and to be accountable for the impact on the operations,
and the Governance, Risk and Compliance (GRC)
products and services, and environmental footprint of the
committee.
value chain Digi operates in.
On the operational level, the key departments and
The Board believes that upholding high standards of
functions involving Sustainability; Compliance; Supply
corporate ethics is key to long-term value creation and will
Chain Management; Health, Safety and People Security;
contribute directly to improved business performance. The
Privacy and Security, are working alongside Human
Board has zero tolerance for corruption and Digi Group’s
Resource and Enterprise Risk Management to oversee
corporate values and ethical standards represent an
the daily operations of RB to meet the non-financial Key
important foundation for implementing our governance
Performance Indicators (KPIs).
framework.
Responsible Business Forum (RBF)
Digi’s efforts have positioned the Company amongst the
top ASEAN Public Listed Companies in terms of corporate
The RBF oversees the progress, issues and updates
governance effectiveness, and quality of disclosure has
of material issues identified in Digi’s Materiality Matrix
instilled investors’ confidence in Digi.
and is under the purview of the Chief Corporate Affairs
Officer (CCAO). These material issues are discussed and
These continuous efforts are reflected through Digi’s high
deliberated at the forum, chaired by the Chief Executive
scoring in Governance pillar across various environmental,
Officer (CEO). Other members of the forum include the
social and governance (ESG) rating assessments
Chief Human Resource Officer (CHRO), Chief Financial
conducted by reputable index providers such as
Officer (CFO), Chief Technology Officer (CTO) and other
FTSE4Good, MSCI and Sustainalytics. As one of the largest
senior leadership members. When needed, some material
listed telecommunication companies in Malaysia, Digi
issues are brought to the Board’s agenda for further
will continuously communicate with all stakeholders on
dialogues and guidance.
its good corporate governance practices whilst providing
ample opportunities for public feedback through Investor
Key functions of the RBF are to:
Relations engagements and all relevant stakeholders
communication channels.
• Formulate RB roadmaps, strategies and goals;
• Oversee ESG priorities, opportunities and non-financial
reporting performances; and
• Support and guide departments to meet RB goals.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 97
Corporate Governance Overview Statement
The GRC Committee is an avenue for Digi’s governance functions to share insights and strengthen effectiveness across the
three lines of defense. The GRC Committee consists of the Head of Compliance, Head of Internal Audit, Head of Enterprise
Risk Management and Head of Sustainability. The GRC Committee convenes quarterly through the Responsible Business
Forum where GRC matters, challenges and solutions are discussed. Significant matters requiring further deliberation are
escalated to the CEO and Audit and Risk Committee (ARC) as necessary to ensure prompt resolution.
• Provide guidance on GRC matters in alignment with Digi’s corporate governance controls and industry best practices;
• Deliberate the adequacy and effectiveness of GRC policies, procedures and initiatives to ensure that enterprise risks
are effectively managed;
• Promote efficient resource allocation through the holistic oversight of GRC initiatives to minimise overlaps and duplication
of effort; and
• Assist the CEO and ARC in fulfilling its oversight responsibilities on GRC matters.
Quarterly Reporting
Digi Management Team
• Responsible for sustainable business policies and directions
• Oversee responsible business related risks and progress of non-financial KPIs
• Provides quarterly updates to the Board via RBF
Quarterly Reporting
Responsible Business Forum (RBF)
RBF is chaired by the CEO. Non-Financial Reporting (NFR) on people, social, and
environmental data is collected on an annual basis by the NFR Coordinator and signed
off by the CFO
Ongoing Reporting
Quarterly Reporting
Sustainability, Compliance, Supply Chain Management, Health, Safety and People Security, Privacy
and Security, Human Resource and Enterprise Risk Management departments
Telenor Group Sustainability
• Guided by Digi’s Code of Conduct, policies and manuals, ESG guidelines, international best • Alignment to KPIs and
practices and recommendations global partnerships
• Align to relevant Telenor focuses (e.g. Group Sustainability, Group HSE, Group Compliance, etc.) • Annual non-financial
• Day-to-day management of responsible business principles, risks and issues reporting
• Ensure compliance of relevant responsible business related policies and principles
98 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
In stricter adherence to the updated MCCG in 2021, Digi has taken considerable measures, both existing and new
practices to enhance Board oversight and the integration of sustainability considerations in the strategy and operations
of Digi. The Board together with Management takes responsibility for the governance of sustainability in Digi including
setting Digi’s sustainability strategies, priorities and targets and ensures that the performance against these targets
are communicated to its internal and external stakeholders. The Board takes appropriate action to ensure they stay
abreast with and understand the sustainability issues relevant to Digi and its business, including climate-related risks and
opportunities. The CCAO is dedicated to drive strategic focus in managing sustainability, including the integration of
functional considerations in Digi.
Digi’s Board has the appropriate balance of knowledge, skills, experience, diversity and independence to objectively and
effectively discharge their governance role and responsibilities.
The diversity in its membership creates value by promoting better decision-making and effective governance and the
Board has escalated its efforts to establish a diverse Board with a variety of skills, experience, age, cultural background
and gender. Similarly, the Board is committed to developing a corporate culture that embraces all aspects of diversity and
inclusion practices in the Group. The Board of Digi is guided by its Board Diversity Policy and accessible in Digi’s website at
https://www.digi.com.my/our-company/our-governance.
3 Independent
Non-Executive Directors
3
50% 50%
Non-Independent
Non-Executive Directors
Female
Male
1 17%
33%
3 1 17%
The Board is diverse in demographics, skills and experience. The roles of the Chair of the Board and CEO are separated
The Board has members with a broad range of skills that and held by different individuals. Whilst the Chair of the
can help create value in the interests of all stakeholders. Board provides leadership of the Board, the CEO heads the
Management Team for the day-to-day management of the
business. The CEO has been delegated certain powers to
execute transactions that are guided by the CEO’s charter
Industry Background and in accordance with the authority limits as defined and
formalised.
• Telecommunications
The following Board Committees have been established to
assist the Board in its oversight function with reference to
International Experience specific responsibility areas:
Functional Experience The Board Committees review matters within their Terms of
Reference (TOR) and make recommendations to the Board
• Information Technology for approval, where relevant. The Board is kept apprised of
• Logistics the activities of the Board Committees through circulation of
• Oil and Gas minutes of meetings of the Board Committees and update
• Banking on meeting deliberations and outcomes by the respective
• Leadership chairpersons of the Board Committees at meetings.
• Sales and Marketing
• Legal and Regulatory
• Operations Overview of the roles of the Board
• Merger and Acquisitions
• Audit Chair of the Board
• Corporate Governance, Risk Management and • Leads and manages the Board’s effectiveness with a
Internal Control keen focus on strategy, governance, risk and compliance;
• Accounting and Finance • Leads Board meetings, sets the agenda and promotes
• Taxation a culture of open debate between the Directors;
• Sustainability • Regularly engages with the CEO and the Management
• Human Resource Team to stay informed on operational matters; and
• Project Management/Engineering • Ensures effective communication with shareholders.
• Strategy Development
Non-Executive Directors
• Contribute to developing Digi’s strategies; and
• Scrutinise and constructively challenge the performance
Length of Service of Management in the execution of Digi’s strategies.
50%
0 to less than 4 years
3 Directors
33%
4 to less than 7 years
2 Directors
17%
7 to less than 9 years
1 Director
100 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Senior Independent Non-Executive Director (Sr INED) The Board also has full access to the qualified Company
• Provides a sounding board to the Chair and appraises Secretaries, who are equipped with the skills and
his performance; expertise to provide comprehensive support, appropriate
• Acts as intermediary for other Directors, if needed; and governance and advice, to ensure adherence to corporate
• Responds to shareholders’ concerns as and when other governance issues and compliance with relevant policies
channels are exhausted. and procedures, and laws and regulatory requirements, in
addition to corporate secretarial matters.
Matters reserved for the Board
• Review, approve and adopt Digi Group’s strategic plans Meeting materials are provided to the Board and Board
and annual targets; Committees via a secured electronic Board portal at
• Overseeing and evaluating the conduct and least seven (7) days prior to the meetings to accord the
performance of Digi Group’s business; Directors’ sufficient time to assess and review the proposals
• Declaration of dividends, approval of financial or information. Materials are disseminated digitally and
statements, annual and quarterly reports of Digi and instantly. Board calendars and structured agendas are set
ensure integrity of financial and non-financial reporting; in advance and all Directors are expected to attend the
• Strategic investment, mergers and acquisition, scheduled Board meetings and relevant Board Committees
divestment and any corporate exercises; meeting in addition to the Annual General Meeting (AGM).
• Material acquisitions and disposition of assets not in the
ordinary course of business; Where there is an urgent need for ad hoc meetings, the
• Reviewing the adequacy and integrity of Digi Group’s Company Secretary in consultation with the Chair of
internal control system; the Board, will arrange for such meetings as and when
• Changes in Digi Group’s policies, procedures and necessary.
delegated authority limits; and
• Identifying and managing principal risks affecting Digi. Other than the aforesaid internal resources, the Board and
Board Committees have at their disposal access to external
Key features of the Board information and expert advice by engaging independent
• Separation of roles between the Chair of the Board and external experts at the expense of the Company, if they
CEO; deem it necessary in facilitating the performance of their
• The Chair of the NC and ARC are Independent Non- duties.
Executive Directors;
• Meets Board Diversity requirements, in particular gender Detailed description of these roles can be found on the
diversity with three (3) women serving as members of Board Charter inclusive of the Terms of References of the
the Board (50% female representation); Board Committees online at https://www.digi.com.my/
• Management do not sit on the Board; and our-company/our-governance.
• The Chair of the ARC is not the Chair of the Board.
Board Meetings
To further strengthen our board governance, we will review
the roles and responsibilities of the Chair of the Board and
the Board Committees, to ensure the Chair of the Board’s The Board held eleven (11) meetings during the year.
independence by not being a member of any Board Senior Management were invited, when appropriate to
Committees. This is to prevent self-review and risks impairing attend Board meetings. The CEO and CFO attended all
objectivity in boardroom deliberations on the observations Board meetings.
and recommendations given by the Board Committees.
Board Meetings
Directors Attendance %
Haakon Bruaset Kjoel (Chair of the Board) 11/11 100
Vimala V.R. Menon 11/11 100
Yasmin Binti Aladad Khan 11/11 100
Lars Erik Tellmann 10/11 90.91
Wenche Marie Agerup 11/11 100
Datuk Iain John Lo 1
6/6 100
Tan Sri Saw Choo Boon 2
5/5 100
Randi Wiese Heirung3 6/6 100
Notes:
1
Appointed as Director on 24 May 2021
2
Retired as Director on 18 May 2021
3
Resigned as Director on 30 June 2021
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities.
At present, none of the Directors hold more than five directorships in any other public listed companies at any point of
time.
Board Activities
During the financial year 2021, the Board focused on several specific areas in line with Digi’s strategic goals and principal
risks as outlined below:
Strategy
• Reviewed and approved Digi’s Group Strategy plan, ambitions, and targets
• Oversaw the implementation of Digi’s Group strategic and business plan through quarterly updates with the
CEO
• Reviewed and discussed Digi’s Group Corporate structure
• Reviewed the proposed merger exercise between Digi and Celcom Axiata Berhad
• Reviewed steps and actions taken in view of the Covid-19 pandemic for employees, business and operations
102 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Financial Performance
Governance
• Reviewed Digi’s compliance with the MCCG, Companies Act 2016 and the Main Market Listing Requirements
of Bursa Malaysia (MMLR)
• Discussed the MCCG gap assessment and implementation of the action plans
• Approved the 2020 IAR Statements
• Approved the CG Report to Bursa Malaysia
• Recommended the draft Circular to shareholders in relation to the Proposed Renewal Shareholders’ Mandate for
Recurrent Related Party Transactions of a Revenue or Trading nature and amendments of Articles of Association
for shareholders’ approval
• Approved Board and Board Committee restructuring
• Approved the remuneration package of the CEO and renewal of CEO’s contract
• Established and identified the Succession Plans for Management Team
• Analysed the Performance Evaluation for Board and Board Committee members
• Approved Digi’s revised Code of Conduct
• Reviewed Digi’s Anti-Corruption and compliance updates
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 103
Corporate Governance Overview Statement
Governance
Sustainability
• Reviewed Digi’s 2021 ESG performances, taking discussions on future outlooks and setting priorities for 2022
• Strategy workshop on Climate and Environment to assess Digi’s readiness and commitment to decarbonisation
and plans to adopt the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations
• Reviewed Digi’s 2021 material matters as part of the Materiality Assessment exercise conducted with external
and internal stakeholders
Digi practices a transparent and rigorous process on the appointment of new Directors. Nomination of Non-Independent
Non-Executive Directors (NINED) is made by Telenor, being the major shareholder of the Company. The search for
potential Independent Non-Executive Director (INED) is made through engagement of professional recruitment firm or
recommendations from existing Board members in identifying suitable qualified candidates to fill the vacant positions
based on the identified selection criteria approved by the NC. The NC will shortlist candidates for engagement sessions to
review the suitability of the candidate prior to recommending to the Board for approval. All potential candidates are first
considered by the NC, taking into account mix of skills, competencies, experience, integrity, personal attributes, and time
commitment. Diversity in terms of age and gender are also considered during the selection criteria.
During the year under review, Digi had engaged a professional recruiting firm to assist in the search for a new INED and
taking into account the mix of skills, competencies, experience, integrity, personal attributes, and time commitment. Datuk
Iain John Lo was appointed as INED on 24 May 2021.
104 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Recommendation for
Induction Board Approval Review by NC
Board Approval
Article 98(A) of the Company’s Constitution provides that one-third of the remaining Directors are required to retire by
rotation and all Directors must submit themselves for re-election at the AGM at least once in every three (3) years.
Article 98(E) of the Company’s Constitution provides that any new Director appointed by the Board during the year is
required to stand for re-election at Digi’s next AGM.
In assessing the candidates’ eligibility for re-election, the NC considers their competencies, commitment, contribution,
performance based on the annual assessment and their ability to act in the best interest of Digi. The NC is satisfied
with the performance, contribution and effectiveness of the Directors. The Board at its meeting held on 11 March 2022
endorsed the recommendation of the NC for the following Directors to be considered for re-election pursuant to Article
98(A) and 98(E) of the Company’s Constitution at the Twenty-Fifth (25th) AGM and they have given their consent for re-
election. The re-election of each Director will be voted as a separate resolution during the 25th AGM.
As at the date of this report, all of the INEDs of the Company have not exceeded the cumulative terms of nine (9) years.
During the NC and Board Meetings held on 9 March 2022 and 11 March 2022 respectively, the NC and Board, through their
annual assessment, have reviewed and recommended the retention of Puan Yasmin Binti Aladad Khan (Puan Yasmin)
who will serve the Board for more than nine (9) years on 23 July 2022 as an INED of the Company to the shareholders for
approval at the forthcoming AGM based on the following justifications:
• She fulfilled the criteria under the definition of Independent Director as stated in the MMLR;
• Puan Yasmin’s vast experience enables her to provide the Board with a diverse set of experience, expertise, skills and
competence. She has good understanding of the industry and the Company’s business operations which enables her
to participate actively and contribute effectively for robust discussion at the ARC, NC, RC and Board Meetings without
compromising her independence and objective judgement;
• She has exercised due care and promotes good corporate governance practices during her tenure as INED of the
Company and carried out her duties in the best interest of the Company; and
• Sufficient time is required by the Company to find a suitable successor for Puan Yasmin as an INED, who is also the
Chair of the NC and a member of the ARC, and RC to ensure an orderly succession plan.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 105
Corporate Governance Overview Statement
Every year, under the purview of the NC, the Board performance evaluation is undertaken to assess the effectiveness of
the following:
During the year, the Board performance evaluation was conducted internally through an online platform, focuses on
maximising the effectiveness and performance of the Board and its Committees in the best interest of Digi. The Board
performance evaluation results were compiled by an independent external secretarial firm to facilitate the Board
evaluation.The Board has also engaged an external consultant during the year to conduct Board Effectiveness Evaluation
(BEE) exercise to bring a more outside-in view and deeper understanding of current Board performance and identified
potential focus areas.
Based on the 2021 Board evaluation findings, the Board is satisfied and acknowledged that the Board has continued
to carry their duties well and amicably with most areas rated in the range of “3” (Moderate/Developing), “4” (Good/
Competent) to “5” (Strong/Outstanding). The respective Board Committees had performed their responsibilities diligently
and efficiently. The Board evaluation also assesses the effectiveness of the Board Committees, particularly in the elements
on function, composition, skills & competencies, meeting administration and ESG management.
All Board Committees received positive response with no areas of concern indicating that the Committee members have
discharged their duties and responsibilities well with professionalism to uphold the interest of Digi and other stakeholders
and to meet the needs of Digi Group.
Self and Peer Evaluation are conducted to assess each Director’s professional competency, attributes, and personality.
Directors’ Peer Evaluation overall results continued to be high in 2021. The assessment also includes the evaluation of
the performance of the Board in addressing the company’s material sustainability risks and opportunities. Within the
assessment the Board has also assessed the Senior Management (for CEO and CFO) on overall sustainability management
in meeting Digi’s sustainability targets.
2022 Priorities
Based on the 2021 results and moving forward, the Board continues to navigate a complex, unsettling environment
following a year of geopolitical turmoil, social unrest, economic volatility, and the ongoing Covid-19 pandemic. The Board
has identified the following priorities for 2022:
The Board evaluation questionnaires towards an effective Board covers the following parameters:
(1) Summary of Strengths and Challenges (2) Areas of Improvement (3) Professional Development
# More information on the Board Performance Evaluation process can be found in the Corporate Governance Report on our website at www.digi.com.my/
annualreport/index.html
An induction programme is conducted for newly appointed Directors via a briefing session by the Senior Management
Team to provide the necessary information and to assist them in understanding the operations of Digi Group, current
issues and corporate strategies. All Directors have completed the Mandatory Accreditation Programme. Datuk Iain John
Lo, who was appointed as INED on 24 May 2021 has attended the induction programme organised by Digi.
All Directors are encouraged to attend continuous education programmes, talks, seminars, workshops and conferences
to enhance their skills and knowledge and to ensure that they are kept abreast with the new developments in the
business environment and corporate governance.
Despite the Covid-19 pandemic, all Directors ensured continuous participation in virtual trainings and development
programmes. Details of the trainings and programmes attended by the Directors during the financial year are outlined
below:
Nomination
NominationCommittee
Committee(Nc)
(Nc)Report
Report
The NC consists of a majority of INED in compliance with the requirement of the MMLR of Bursa Malaysia, which provides
that the NC must comprise exclusively Non-Executive Directors, a majority of whom must be Independent.
• Annual assessment and review of composition of • Conducted induction programmes for newly
Board and Board Committees appointed Director assisted by the Company
Secretary
• Facilitated the 2021 BEE and validated the results
thereof • Assessed the independence and time
commitment of each INED
• Reviewed the tenure of INED
• Conducted annual review on the NC’s Terms of
• Reviewed the Directors’ training requirements Reference and Board Diversity Policy
• Reviewed the Board’s Skills and Experience Matrix • Reviewed Performance Planning and Key
• Recommended the appointment of Datuk Iain John Performance Indicators for CEO
Lo as INED and re-designation of Ms Vimala V.R. • Assessed and recommended to the Board on the
Menon as Sr INED re-election of Directors
• Reviewed the NC Report for inclusion in the 2020
Integrated Annual Report
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 109
Corporate Governance Overview Statement
The Chair of NC updated the Board on matters of major importance deliberated at the NC meetings and its
recommendations. The copies of confirmed minutes of each NC meeting were also circulated to the Board for notation.
Among the key matters considered by the NC during 2021 were the following:
Engaged an external consultant Bringing in a more outside-in The findings and key areas
during the year to conduct BEE view and deeper understanding were identified and formed as
exercise of current Board performance priorities for 2022
and identify potential focus
areas
Remuneration Committee(Nc)
Nomination Committee (Rc)Report
Report
The RC comprises all Non-Executive Directors who oversee the implementation of the remuneration policy and structure,
and reviews and recommends matters relating to the remuneration for Directors and Management to the Board.
• Discussed the proposed fee and benefits payable for • Recommended the proposed remuneration
the INEDs package of the CEO
• Conducted annual review on RC’s Terms of Reference • Recommended the CEO’s Short-Term Incentive
and Non-Executive Directors’ Remuneration Policy 2020 payout and 2021 scorecard
110 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors’ Remuneration
The Board remuneration approach is aligned to our strategic objectives, allowing us to attract, motivate and retain high
caliber talent. The design of the Board’s remuneration structure embraces market practices and trends and includes
attractive benefits payable to the INEDs.
Each of the INEDs abstain from deliberating and voting on his or her own remuneration. The NINEDs receive their
remuneration from their employing companies within the Telenor Group and do not receive any form of remuneration
from Digi.
Benefit-
Directors’ Fees in-kind TOTAL
(RM) (RM) (RM)
Independent Non-Executive Directors Company Subsidiaries Company
Vimala V.R. Menon 275,000 19,350 5,300 299,650
Yasmin Binti Aladad Khan 312,742 Nil 300 313,042
Datuk Iain John Lo 163,306 Nil 4,499 167,805
(Appointed on 24 May 2021)
Tan Sri Saw Choo Boon 110,699 12,212 300 123,211
(Retired on 18 May 2021)
Total 861,747 31,562 10,399 903,708
The remuneration packages for Senior Management Team are set based on industry standards, reflecting the senior
management’s roles, responsibilities, level of skills and experience, and motivates performance. The reward matrix is
assessed based on the Company’s performance indicators under our three (3) strategic pillars.
• To review and refresh performance conditions on benefits payable for the INEDs
• To review and propose the remuneration package of the CEO
# Please refer to our website at https://www.digi.com.my/our-company/our-governance for the Non-Executive Directors’ Remuneration Policy, and
Remuneration Policy and Procedure for Senior Management
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 111
Corporate Governance Overview Statement
In line with the requirements of Paragraph 15.09(1)(a) and (b) of the Main Market Listing Requirements of Bursa Malaysia
(MMLR), the composition of the Audit and Risk Committee (ARC) and attendance of each member at the ARC meetings
are as follows:
The ARC held six (6) meetings during the financial year Risk Management and Internal Control
ended 31 December 2021.
(a) Reviewed Digi’s top risk profiles and deliberated on the
No alternate Directors were appointed as members of the
significant threats and opportunities on a quarterly
ARC.
basis, including progress and adequacy of mitigation
strategies.
Vimala V.R. Menon is a Fellow of the Institute of Chartered
(b) Discussed improvements to the Enterprise Risk
Accountants in England and Wales, and a member of
Management process to ensure proactive and
the Malaysian Institute of Accountants. The ARC, therefore,
holistic risk identification and monitoring of mitigation
meets the requirement of Paragraph 15.09(1)(c)(i) of the
actions to reduce risk impact to an acceptable level.
MMLR, which requires at least one (1) member of the ARC
(c) Evaluated the overall adequacy and effectiveness
to be a qualified accountant.
of internal controls through review of the work
performed by both internal and external auditors,
The duties and responsibilities of the ARC are set out in its
other assurance providers within Digi, and discussions
Terms of Reference which is accessible in the Corporate
with Management.
Governance section of Digi’s website at https://www.digi.
com.my/our-company/our-governance.
Internal Audit
There is a cooling-off period of at least 3 years before a
former partner of an external audit firm can be appointed (a) Deliberated and provided input to the risk-based
as a member of the ARC. Internal Audit Plan to ensure adequate scope and
coverage of Digi’s strategic ambitions, goals and
The CEO, CFO and Head of Internal Audit attend the ARC activities prior to recommending to the Board for
meetings as permanent invitees. The Chair of the ARC may approval. Monitored the progress of the approved
also invite other Board members and/or Management to Internal Audit Plan and approved changes to the
participate in the meetings, when necessary. Internal Audit Plan (if any) in response to changes in
the organisation’s business, risks, operations, systems
The external auditors were invited to the ARC meetings to and controls.
present their annual audit plan and to discuss the quarterly (b) Reviewed and deliberated on internal audit
unaudited financial results and annual audited financial reports, audit recommendations and adequacy of
statements, as well as other matters deemed relevant. Management’s response to these recommendations.
Both the internal and external auditors have unfettered Significant issues were discussed at length with the
access to members of the ARC including the Chair of ARC, presence of relevant Management team members
throughout the year. to ensure satisfactory and timely remediation actions
have been committed by Management to address
All deliberations during the ARC meetings, including the identified risks.
issues tabled and rationale adopted for decisions were (c) Monitored the implementation of action plans agreed
properly recorded. Minutes of the ARC meetings were by Management on outstanding audit findings on a
tabled for confirmation at the following ARC meeting and quarterly basis, to ensure that all actions have been
subsequently presented to the Board for notation. The implemented based on the committed timelines until
Chair of the ARC reported to the Board on the activities the ARC is satisfied that adequate controls are in
and significant matters discussed at each ARC meeting. place.
(d) Provided guidance on ad hoc matters arising from
on-going internal audit activities.
Summary of Activities of the ARC (e) Evaluated the effectiveness of the Internal Audit
function through evaluation of its performance and
The ARC carried out the following major activities during competencies, as well as monitoring the sufficiency
the year: of resources and total costs, to ensure that it has the
required expertise to discharge its duties.
(f) Reviewed and approved updates to the Internal Audit
Charter.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 113
Corporate Governance Overview Statement
(g) Reviewed and deliberated on investigation findings (ii) Discussion of significant financial matters at length
and Management recommendations on remedial to ensure compliance with internal accounting
actions covering disciplinary and/or corrective policies and Malaysian Financial Reporting
actions. Extensive discussions were conducted with Standards (MFRS), focusing on MFRS 16.
the Management on the root cause of the incidents
and risk exposure before the remedial actions were External Audit
endorsed. Periodic updates are furnished to the
ARC to ensure adequate and timely closure of the (a) Reviewed the scope of work of the external auditors
remedial actions. confirming their independence and objectivity.
(h) Reviewed the revisions made to the Investigation (b) Reviewed external auditors’ Management Letter
Manual. together with Management’s responses, to ensure
that appropriate actions have been taken.
Compliance Programme (c) Monitored on a quarterly basis, all non-audit services
and fees incurred in which the external auditors were
(a) Monitored the status of internal misconduct cases engaged, taking into account external auditors’
reported to the Board and the ARC on a quarterly basis, independence and objectivity. The amount incurred
including on-going investigations, in accordance with by Digi and on group basis in respect of audit fees and
Digi’s Code of Conduct and Governing documents. non-audit related fees for services rendered by the
(b) Deliberated on the results of compliance cases and external auditors is disclosed in Note 7 to the financial
directed Management to implement and/or enhance statements and in the Additional Compliance
controls to prevent recurrence, including conducting Information in this Integrated Annual Report.
education programmes to increase awareness. (d) Met privately with the external auditors at the ARC
(c) Reviewed the status of the planned mitigation actions meetings held on 26 January 2021 and 18 October
developed from the results of the Compliance risk 2021 to ensure there were no restrictions to the scope
assessment performed in 2020. of their audit and to discuss significant matters that
(d) Reviewed the annual compliance programme arose during the course of audit.
which includes risk assessment activities, monitoring (e) Evaluated the performance of the external auditors
activities, policy review initiatives, training and and made recommendations to the Board on their
awareness programmes for Digi employees. re-appointment, subject to the approval of Digi’s
(e) Reviewed the revised Compliance department shareholders at the general meeting.
structure, comprising 3 units, namely Governance,
Risk & Monitoring and Knowledge. Related Party Transactions
(f) Reviewed and deliberated on the compliance
monitoring activities, risk assessment activities (a) Reviewed the annual mandate compiled for recurrent
and case resolutions undertaken by Compliance related party transactions.
and ensured timely implementation of proposed (b) Reviewed related party transactions as disclosed in
remediation and control measures by Management the financial statements and performed quarterly
across functions in Digi. monitoring of the mandate for recurrent related party
transactions to ensure compliance with the MMLR
Financial Reporting and Digi’s policies and procedures.
(c) Reviewed and deliberated on any new related party
(a) Reviewed Digi’s unaudited quarterly financial results transactions to ensure that the terms and conditions
and audited annual financial statements, and related of the transactions are commercially based and at
announcements, before recommending them for the arm’s length.
Board’s approval, including:
(i) Deliberation on significant audit and accounting
matters highlighted, comprising Management’s
judgments, estimates or assessments made
and sufficiency of disclosures in the financial
statements; and
114 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi places importance in providing the necessary access reports. Our IR team is available at all times and can be
to all stakeholders to the same information and disclosures contacted via electronic mail at [email protected] or
as part of our commitment of fulfilling our obligation to via the enquiry form as obtained on our IR websites.
provide equal and credible information to all stakeholders.
This is also in line with our practice to treat all shareholders Conduct of General Meetings
equally, without any preferential treatments to institutional
investors and other stakeholder groups. Our solid approach The AGMs serve as the principal avenue for shareholders
in stakeholder engagement is supported by Digi’s Financial to engage the Board and Management Team in a
Disclosure Policy and Corporate Communication Policy constructive two-way dialogue. Shareholders are
which outlined a comprehensive approach to deliver open encouraged to actively participate during the AGMs by
and clear communication in line with MMLR. raising questions and providing feedbacks to the Board
and Management Team.
Nevertheless, additional details of Digi’s stakeholder
communication approaches in line with Practice 12.1 of In view of the COVID-19 pandemic situation and as per the
MCCG can be found in the Key Relationships write-up under Guidance Note and Frequently Asked Questions on the
Section 3: Strategic Review on pages 30 to 32 of this report. Conduct of General Meetings for Listed Issuers issued by
the Securities Commission Malaysia, Digi had successfully
Investor Relations (IR) in Digi convened its 24th AGM as a fully virtual meeting conducted
via live streaming. All members participated the AGM online
The IR unit, headed by the Head of Investor Relations who and voted electronically using the Remote Participation
reports directly to the CFO, facilitates communication and Electronic Voting (RPEV) facilities. Meanwhile,
between the Company and the investment community. shareholders and proxies of Digi were also able to submit
Adapting to Covid-19 business restrictions and the shift in their questions electronically via the virtual event platform
way of work, the IR unit has effectively embraced digital before and during the AGM. The success of our virtual AGM
communication tools to carry out all IR programmes, was measured in a survey sent to all members post-event
including digitising investors meetings, management which highlighted our effectiveness to provide a solid virtual
roadshows and all the Company’s events since 2020. communication between Shareholders and the Company.
The unit is highly committed to provide content-rich and
credible information in times of uncertainty with open For the upcoming 25th AGM which is scheduled to be held
and transparent communications, to keep the community on 13 May 2022, the notice of the AGM has been made
informed remotely. The quick adaptation to digital channels available to shareholders for not less than twenty-eight (28)
in a new normal has yielded the recognition by Malaysian days prior to the meeting in order to accord shareholders
Investor Relations Association (MIRA) as the Company with with sufficient time to review the Company’s financial and
Best Innovation and Use of Technology in IR, awarded in operational performance as well as the resolutions that are
December 2021. to be tabled during the 25th AGM.
In addition, the dedicated Investor Relations section on The extended notice period is also intended to enable
Digi’s corporate website: http://digi.listedcompany.com/ shareholders to make the necessary arrangements to
has been enhanced during the year under review with attend the 25th AGM. Digi will continue to leverage on digital
interactive infographics and digital formatting to include and video conferencing tools to conduct the upcoming
mobile-friendly features. As a result of our improved efforts, 25th AGM virtually, with advanced features to allow
Digi was awarded with Best Investor Relations Website by participants to access Questions and Answers (Q&A) tabs.
MIRA which highlighted our continuous promise to provide These technologies are backed with high cybersecurity
comprehensive information enabling the investment features and will be critical to facilitate voting in absentia
community to make informed and strategic decisions, and remote shareholders’ participation. Lastly, the AGM
whilst ensuring equal access to valuable information. minutes and summary of Q&A dialogues will be published
on our corporate websites for public viewing following the
Furthermore, we welcome feedback and enquiries from conclusion of the 25th AGM.
our stakeholders and the public on our reporting as part of
our improvement journey to deliver high quality corporate
116 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Throughout the year, the team successfully organised six (6) Company events, five (5) non-deal roadshows (NDR), thirteen (13)
ESG events, over forty (40) Investor meetings, seven (7) Conferences and others. The summary of the investor engagements was
further illustrated below, while the full IR calendar can be found via https://digi.listedcompany.com/financial_calendar.html.
The Head of Investor Relations plays a more central role to close information gaps and inform the market on broader
material issues affecting the business’s results and prospects. Pertinent matters such as strategic developments, financial
results and material ESG issues were often raised and discussed throughout the year, as summarised below:
In Digi, we have established formal and rigorous processes and strives to present shareholders with a balanced and
comprehensive assessment of the Company’s financial performance, challenges and outlook. This includes the annual
Directors’ Report and other reports in the Company’s corporate reports portfolio released to the public.
118 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Prior to the release to public domain, quarterly financial reports and Management
Discussion and Analysis (MD&A) have been reviewed by the ARC, and ultimately
approved by the Board. All financial statements are prepared in accordance with the
requirements set out in the MFRS, the International Financial Reporting Standards (IFRS),
MMLR and the Companies Act 2016
Integrated Annual Report This is Digi’s third (3rd) Integrated Annual Report prepared in accordance with the
(IAR) principles prescribed by the International Integrated Reporting Council (IIRC) and
twentieth (20th) Annual Report produced since our listing on Bursa Malaysia in 1997
The report provides a comprehensive coverage of the Group’s operations and financial
performance in 2021, following meticulous process of reviewing and evaluating by our
appointed Auditor, alongside the compulsory reviews by Senior Management Team
Our Board will also be providing its final approval prior to the publication to the market to
protect the integrity and accuracy of all information in our annual reports thus provide
stakeholders with appropriate information to make informed decisions
The Board has reviewed, deliberated and approved this Statement on 11 March 2022.
# More information on Digi’s principles and practices for corporate governance can be found at the Governance section
at https://www.digi.com.my/our-company/our-governance.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 119
Pursuant to Paragraph 15.26 (b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa
Malaysia), the Board of Directors of listed companies is required to include in their annual report, a statement about the
state of risk management and internal control of the listed issuer as a group. Digi Board of Directors (the Board) is pleased
to provide the following statement that has been prepared in accordance with the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers endorsed by Bursa Malaysia. The Statement outlines the nature
and scope of risk management and internal control within Digi during the financial year under review.
RESPONSIBILITIES AND ACCOUNTABILITIES and internal controls by identifying and evaluating risks
faced and monitoring the achievement of business goals
The Board acknowledges its responsibility for the and objectives within the risk appetite parameters.
establishment as well as oversight of Digi’s risk
management framework and internal control systems. RISK MANAGEMENT
The risk management framework and internal control
systems are designed to identify, assess and manage risks Digi’s risk management framework provides the foundation
that may impede the achievement of business objectives and process on how risks are managed across Digi. Our
and strategies. The Board also acknowledges that the process is broadly based on ISO 31000:2018.
internal control systems are designed to manage and
minimise, rather than eliminate, occurrences of material Risk management responsibilities in Digi are defined in the
misstatement, financial losses or fraud. framework where Risk Management function is responsible
to implement the enterprise risk management process.
The Board, through the Audit and Risk Committee (ARC)
periodically reviews the effectiveness and adequacy of Digi’s Management Team (Management)’s key role is to
the risk management framework and internal controls identify significant threats and opportunities, evaluate the
by identifying, assessing, monitoring and reporting key risk profile and drive mitigation strategies on a regular basis.
business risks with the objective to safeguard shareholders’ All line managers are required to assume responsibility for
investments and Digi’s assets. risk management within their areas of responsibility and
ensure that risk management is embedded in the day-to-
Management is responsible for implementing Board day business and decision-making processes.
approved policies and procedures on risk management
The diagram below illustrates the roles and responsibilities of risk management practices across Digi.
• External auditors,
Digi Management Team regulators or agencies
compliance checks
• Business/function owners who • General functions oversee & • Internal audit provides
own & manage risks report on risks independent assurance
• Advisor to first line • Advisory role to improve
processes
Business policy, procedures
& controls implementation Governance policy, procedures
& controls implementation Ensure first-tier and second-tier Highest level of oversight
defence operate as expected
120 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi’s risks are identified based on risk assessments performed relative to the organisation’s ambition and objectives from
our strategic planning process. The identified risks are assessed and deliberated by Management and mitigated through
strategies which are monitored for progress to maintain the risk exposure within acceptable level.
Management reports Digi’s top enterprise risks to the Board and ARC in a risk heat map on a quarterly basis. Movement
and mitigation status of material risks are reviewed and deliberated to ensure oversight and adequate risk governance.
To strengthen our risk management framework, we have continuously improved to enhance our risk management
practices and increase the scope across Digi.
Refer to the diagram below for an overview of the risk management framework and processes implemented in Digi:
Bottom-up Divisional/
Operational Risk Identification and
Assignment
Risk Assessment
and Mitigation Plan
Continuous Risk
Monitoring Process
Improvement Responses
Risk
Monitoring
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 121
Statement on Risk Management and Internal Control
A summary of key risks identified by Management and reported to the ARC and the Board during the financial year
are captured below. Monitoring of mitigation activities is on-going and continuous to ensure risk exposures are within
acceptable level. Please refer to ‘Our Key Risks in Section 3: What is Our Plan for Success?’ for full description of these risks.
Risk on revenue growth due to competitive operating Continuity of Digi’s critical service areas and
landscape, consumer spending behaviors and functions during Covid-19 outbreak and natural
prolonged economy recovery from Covid-19 disasters
Covid-19 related impact on employees’ health Investment prioritisation in digitisation and network
and safety, as well as hazard and safety risk at modernsation to improve customers’ network
operational sites experience
Compliance to applicable industry and integrity Data security and governance in current remote
standards by Digi and our business partners, and working condition to fulfil increased consumer
governance framework with internal controls to expectations
promote highest level of ethics
Climate Risk
Cyber Security Risk
Insufficient climate commitment and action to
Cyber-attacks and other emerging threats from manage climate transition risks resulting in reputation
new technologies may expose Digi to malicious loss and regulatory non-compliance
attacks by threat actors
Regulatory Risk
Talent and Succession Management Risk
Regulatory requirements that govern the industry,
Sucsession planning and development of from technical, to commercial and corporate
right talents and skills for growth and digital framework that protect consumers and advance
transformation Malaysia’s digital ambitions
INTERNAL CONTROL SYSTEMS The Fraud Management function manages and mitigates
the risk of relevant fraud and related losses. Some of its key
The key elements of the internal control systems established activities involve developing and designing internal fraud
by the Board that provide effective governance and controls which are regularly reviewed to ensure relevance
oversight of internal controls include: and effectiveness. Fraud awareness activities, measures and
continuous actions are taken to ensure telecommunication
fraud is minimised and the requirement for preventive
Policies and Operating Procedures
controls are embedded into business processes.
Policies and operating procedures are in place to ensure
compliance with internal controls and the prescribed laws Security Assurance and Maturity Assessment activities in
and regulations. These policies and procedures provide accordance with Information Security Forum standards
guidance and direction for proper management and are performed to ensure network security protection.
governance of operations and business activities. The This includes conducting security awareness sessions,
documents are reviewed annually and published in the running vulnerability management and security posture
Compliance portal which is available to all employees. assessments, and continuous security monitoring and
governance in security compliance audits and risk
management. Digi complies with the ISO 27001:2013 –
Profitability Assurance
Information Security Management System.
This function minimises revenue leakage by implementing
adequate controls and processes through an optimal Periodic meetings are held with the Digi Management
revenue management framework. It covers the cycle of Team and Chief Technology Officer to discuss and approve
identification, assessment, mitigation and monitoring. Digi security initiatives, activities, policies and projects driven by
has in place automated controls to ensure that usage and the Security department.
profile integrity between the network, mediation, rating and
billing are assured and adequately controlled. Key issues
Business Continuity Management (BCM)
and mitigation actions are reported to Management
monthly. The effectiveness and efficiency of processes and Digi recognises the importance of providing uninterrupted
controls within the revenue cycle are reviewed regularly. In mission critical and time sensitive products and services to
addition to assure minimal revenue leakage, the team also its customers. Hence, disruptive incidents are handled and
works on automation and dashboards for efficient business responded to effectively to ensure a structural recovery
monitoring. that safeguards the interests of its stakeholders, as well as
to protect the credibility and reputation of Digi.
Security
Digi complies with ISO 22301: Business Continuity
Digi is committed to reduce the impact of service Management. The Management continuously leads the
disruptions by ensuring its infrastructure is protected and drive to enhance Digi’s Business Continuity processes which
services are not interrupted, thereby enabling continuous encompass emergency response, crisis management,
services to its customers. crisis communication, business continuity and Network
and IT disaster recovery. In addition, Digi has an annual
The Cyber Security and Physical Security functions are BCM programme which includes awareness, training,
responsible for ensuring confidentiality, integrity and review and validation on the efficiencies and effectiveness
availability of information and information processing of BCM.
facilities, including telecommunication systems and
infrastructure and to protect against cyber-attacks,
fraudulent activities, information loss and other security
risks and threats arising internally and externally.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 123
Statement on Risk Management and Internal Control
The Code and ABC are a vital and integral part of Digi’s Management meetings are held weekly to identify, discuss,
governance regime that defines the core principles and approve and resolve strategic, operational, financial and
ethical standards in conducting business and engaging key management issues pertaining to Digi’s day-to-day
with stakeholders and ensuring compliance with relevant business. Significant changes in the business and the
laws and regulations. The Code applies to members of the external environment are reported by the Management
Board and employees whilst the ABC and the Code apply to the Board on an on-going basis and/or during Board
to those acting on behalf of Digi. The relevant parties are meetings.
required to confirm that they have read, understood and
will adhere to the Code and ABC, respectively. The Group
Internal Audit
has communication channels that allow concerns of
non-adherence to the Code and ABC to be anonymously The Internal Audit function is established to undertake
reported. independent reviews and assessments on the adequacy,
efficiency and effectiveness of risk management, internal
controls and governance processes implemented by
Compliance
Management. To maintain impartiality, proficiency and
The Compliance Officer supports the CEO and the Board due professional care, the Internal Audit function reports
in ensuring that: functionally to the ARC and administratively to the CEO.
• The Code and ABC lay out good business practices, the
relevant laws, regulations and widely recognised treaties The annual audit plan, established using a risk-based
• The Code and ABC are implemented consistently and approach, is reviewed and approved by the Board
effectively through sharing of knowledge and measures annually. Audit reports, including audit recommendations,
for quality assurance Management responses and remedial action plans for
• Compliance incidents are consistently and effectively improvement and/or rectification are presented and
managed tabled to the ARC on a quarterly basis. The status of the
• Reports on material breaches of the Code and ABC implementation is monitored by the ARC to ensure that they
are made to the Compliance Committee (comprising are addressed timely. If deemed necessary, management
members of the Management), members of the Board representative will be required to attend ARC meeting(s)
and ARC on a quarterly basis to provide explanation and propose action plans on the
• Capacity building for Employees, Business Partners, significant audit findings.
Management and Members of the Board and ARC on
the Compliance requirements of the Group is conducted Further information on the Internal Audit department’s
on a regular basis activities is detailed in the Audit and Risk Committee Report
• The effectiveness of the Compliance programme is of this Integrated Annual Report.
periodically reviewed and improved
• Compliance risk assessment is conducted annually
to prevent incidents from occurring through effective
remediation and mitigation steps
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 125
Statement on Risk Management and Internal Control
The external auditors have performed limited assurance The Board has received assurance from the CEO and CFO
procedures on this Statement on Risk Management and that Digi’s risk management and internal control framework
Internal Control pursuant to the scope set out in Audit is operating adequately and effectively, in all material
and Assurance Practice Guide 3 (AAPG 3), Guidance aspects, during the financial year under review and up to
for Auditors on Engagements to Report on the Statement the date of this Statement. Taking into consideration the
on Risk Management and Internal Control included in assurance from Management and relevant assurance
the Annual Report issued by the Malaysian Institute of providers, the Board is of the view that the risk management
Accountants for inclusion in the Annual Report of the and internal control practices and processes are operating
Group for the financial year ended 31 December 2021, adequately and effectively to safeguard the stakeholders’
and reported to the Board that nothing has come to interests, shareholders’ investment, customer’s interests, and
their attention that cause them to believe the statement Digi’s assets.
intended to be included in the Annual Report is not
prepared, in all material respects, in accordance with
the disclosures required by paragraphs 41 and 42 of the
Statement on Risk Management and Internal Control:
Guidelines, nor is the Statement factually inaccurate.
Other Disclosures
The following information is provided in accordance with Paragraph 9.25 of the Main Market Listing Requirements of Bursa
Malaysia as set out in Appendix 9C thereto.
2. Material Contracts
Save as disclosed below, there were no other material contracts entered into by the Company and its subsidiaries
involving Directors and major shareholders’ interests which were still subsisting as at the end of the financial year or
which were entered into since the end of the previous financial year:
Share Purchase Agreement (“SPA”) dated 21 June 2021 between Digi and Axiata Group Berhad (“Axiata”)
Digi has on 21 June 2021 entered into a conditional SPA with Axiata for the proposed merger of the telco operations
of Celcom Axiata Berhad (“Celcom”) and Digi (the “Proposed Merger”). Pursuant to the SPA, Digi and Axiata have
agreed for Axiata to transfer 1,237,534,681 ordinary shares in Celcom (“Celcom Shares”), representing 100% of the
equity of Celcom to Digi for an aggregate consideration of RM17,746,156,250 which shall be satisfied by:-
(a) 73,378,844 fully paid-up new ordinary shares (“Digi Shares”) or such other number of fully paid-up new Digi
Shares representing 0.63% of the enlarged share capital of Digi on completion of the Proposed Merger (the
“0.63% Digi Shares”) to Telenor Asia Pte Ltd, a wholly-owned indirect subsidiary of Telenor ASA (“Telenor”) and
the largest shareholder of Digi (“Telenor Asia”) as nominee of Axiata subject to, amongst others, the payment
by Telenor Asia to Axiata of a cash consideration of RM297,918,107 (“0.63% Digi Shares Cash Consideration”)
in accordance with the terms set out in the Master Transaction Agreement dated 21 June 2021 between
Axiata, Telenor and Telenor Asia; and
(b) 3,883,129,144 fully paid-up new Digi Shares or such other number of fully paid-up Digi Shares representing
33.10% of the enlarged share capital of Digi on completion of the Proposed Merger (the “33.10% Digi Shares”)
to Axiata,
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 127
Additional Compliance Information
(ii) Digi making a cash payment of an amount equal to RM1,692,733,818 (which is subject to adjustment under the
terms of the SPA) to Axiata.
The disclosure of the recurrent related party transactions conducted during the financial year ended 31 December
2021 is set out in the Integrated Annual Report on page 225.
The Directors are responsible for ensuring that the financial statements of Digi.Com Berhad and its subsidiaries (the
Group) are drawn up in accordance with the applicable Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016.
The Directors are also responsible for ensuring that the annual audited financial statements of the Group are prepared
with reasonable accuracy from the accounting records of the Group so as to give a true and fair view of the financial
position of the Group as of 31 December 2021 and of their financial performance and cash flows for the year.
In reviewing the annual audited financial statements, the Directors have relied upon the Group’s system of internal controls
to provide them with reasonable grounds to believe that the Group’s accounting records, as well as other relevant records,
have been maintained by the Group in a manner that enables them to sufficiently conclude on the following:
a. Selected and applied the appropriate and relevant accounting policies on a consistent basis;
b. Made judgements and estimates that are reasonable and prudent; and
c. Prepared the annual audited financial statements on a going concern basis.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group to prevent and detect
fraud and other irregularities.
audited
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 129
cial
130
Directors’ Report
135
Statement by Directors
state-
135
Statutory Declaration
136
Independent Auditors’ Report
140
ments
Statements of Comprehensive Income
141
Statements of Financial Position
143
Statements of Changes in Equity
144
Statements of Cash Flows
147
Notes to the Financial Statements
130 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors’ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of
the Company for the financial year ended 31 December 2021.
Principal activities
The principal activity of the Company is investment holding.
The principal activities and other information relating to subsidiaries are disclosed in Note 15 to the financial
statements.
Results
Group Company
RM'000 RM'000
Profit for the financial year, attributable to owners of the parent 1,162,105 1,132,418
There were no material transfers to or from reserves or provisions during the financial year, other than as disclosed in the
financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year
were not substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
The dividends paid by the Company since the end of the previous financial year were as follows:
RM'000
The board of directors had on 28 January 2022, declared a fourth interim single-tier dividend of 3.9 sen per ordinary share
in respect of the financial year ended 31 December 2021 amounting to RM303.2 million. The financial statements for
the current financial year do not reflect this fourth interim dividend. Such dividend will be accounted for in equity as an
appropriation of retained earnings in the financial year ending 31 December 2022.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 131
Directors’ Report
Directors
The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
The names of the directors of the subsidiaries of the Company since the beginning of the financial year to the date of this
report, not including those directors listed above are:
Directors’ benefits
Neither at the end of the financial year, nor at any time during that financial year, did there subsist any arrangement to
which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or
debentures of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown
below) by reason of a contract made by the Company or a related corporation with any director or with a firm of which
the director is a member, or with a company in which the director has a substantial financial interest.
Group Company
RM'000 RM'000
Non-executive:
Fees 893 89
Benefits-in-kind 10 -
903 89
132 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors’ Report
The Group maintains a directors’ and officers’ liability insurance for any legal liability incurred by the directors and officers
in discharging their duties while holding office for the Group and the Company. In respect of the above, the total amount
of insurance premium paid for the financial year ended 31 December 2021 was RM11,524 (2020: RM11,372). The directors
and officers shall not be indemnified by such insurance for any deliberate negligence, fraud, intentional breach of law or
breach of trust proven against them.
Holding companies
The immediate and ultimate holding companies are Telenor Asia Pte Ltd and Telenor ASA, incorporated in Singapore and
Norway respectively. The ultimate holding company is listed on the Oslo Stock Exchange, Norway.
Directors’ interest
According to the register of directors’ shareholdings, the interest of directors in office at the end of the financial year in the
shares of the Company or its related corporations during the financial year were as follows:
None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related
corporations during the financial year.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 133
Directors’ Report
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the
Company were made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that
adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records
in the ordinary course of business had been written down to an amount which they might be expected so to
realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading
or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
or financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or
(ii) any material contingent liability of the Group or of the Company which has arisen since the end of the financial
year.
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group or of the
Company to meet their obligations as and 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 Group or of the Company for the financial year in which this report is made.
134 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors’ Report
Significant events
Subsequent event
Auditors
The auditors, Ernst & Young PLT, have expressed their willingness to continue in office.
The auditors’ remuneration for the statutory audit for the financial year ended 31 December 2021 for the Group and the
Company are RM558,000 and RM37,000 respectively.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young PLT, as part of the terms
of its audit engagement against claims by third parties arising from the audit (for an unspecified amount). No payment
has been made to indemnify Ernst & Young PLT for the financial year ended 31 December 2021.
Signed on behalf of the board in accordance with a resolution of the directors dated 11 March 2022.
Statement by Directors
Pursuant to Section 251(2) of the Companies Act 2016
We, Datuk Iain John Lo and Vimala A/P V.R. Menon, being two of the directors of Digi.Com Berhad, do hereby state
that, in the opinion of the directors, the accompanying financial statements set out on pages 140 to 217 are drawn
up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the
Group and of the Company as at 31 December 2021 and of their financial performance and cash flows for the financial
year then ended.
Signed on behalf of the board in accordance with a resolution of the directors dated 11 March 2022.
Statutory Declaration
Pursuant to Section 251(1)(b) of the Companies Act 2016
I, Otto Magne Risbakk, being the officer primarily responsible for the financial management of Digi.Com Berhad, do
solemnly and sincerely declare that the accompanying financial statements set out on pages 140 to 217 are in my
opinion 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.
Before me,
136 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Opinion
We have audited the financial statements of Digi.Com Berhad, which comprise the statements of financial position as
at 31 December 2021 of the Group and of the Company, and the statements of comprehensive income, statements of
changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and
notes to the financial statements, including a summary of significant accounting policies, as set out on pages 140 to 217.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and
of the Company as at 31 December 2021 and of their financial performance and their cash flows for the financial year
then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act 2016 in Malaysia.
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 Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Code of Ethics for Professional
Accountants (including International Independence Standards) (“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 Group and of the Company for the current year. We have determined that there are no key
audit matters to communicate in our report on the financial statements of the Company. The key audit matter for the
audit of the financial statements of the Group is described below. This matter was addressed in the context of our audit of
the financial statements of the Group as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on this matter. 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 Auditor’s responsibilities for the audit of the financial statements
section of our report, including in relation to this matter. 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 matter below, provide the basis for our audit
opinion on the accompanying financial statements.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 137
Revenue recognition
Refer to Note 2.19.1 – Revenue from contracts with customers and Note 5 – Revenue.
The Group recognised total revenue of RM6.3 billion during the financial year ended 31 December 2021. Revenue was
measured taking into account the bundling of services with handsets and discounts. The inherent industry risk arises
from the complexity of the telecommunications billing system. Large volumes of data with a combination of different
products sold and price changes during the financial year were processed through a number of different modules in the
telecommunications billing system. These may have an impact on the amount of revenue recognised during the financial
year. As such, we considered revenue recognition to be a key audit matter.
- Obtained an understanding of the Information Technology (“IT”) automated and manual controls surrounding
revenue systems and processes such as capturing and recording revenue transactions, authorisation of rate
changes and timely updating of approved rate changes in the billing system, and tested the operating effectiveness
of these IT automated and manual controls;
- Tested end-to-end reconciliation from billing system to accounting system including verifying material revenue
adjustments passed into the accounting system;
- Tested the allocation of revenue to separately identifiable components of multiple element arrangements, particularly
in relation to transactions that include the delivery of handset combined with a service element in the contracts, as
well as the timing of the revenue recognised; and
Information other than the financial statements and auditors’ report thereon
The directors of the Company are responsible for the other information. The other information comprises the directors’
report and annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon, which we obtained prior to the date of this auditors’ report.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’
report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
138 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible
for such internal control as the directors determine is necessary to enable the preparation of financial statements of the
Group and of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the
Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s and the Company’s internal control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
(d) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Group or the Company to cease to continue as a going concern.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 139
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:
(Cont’d.)
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the Group and of the Company for the current financial 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 members of the Company, as a body, in accordance with Section 266 of the Companies
Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.
Ernst & Young PLT Tseu Tet Khong @ Tsau Tet Khong
202006000003 (LLP0022760-LCA) & AF 0039 03374/06/2022 J
Chartered Accountants Chartered Accountant
Group Company
Note 2021 2020 2021 2020
RM'000 RM'000 RM'000 RM'000
Attributable to:
Owners of the parent 1,162,105 1,220,969 1,132,418 1,275,791
Group
2021 2020
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 141
Group Company
Note 2021 2020 2021 2020
RM'000 RM'000 RM'000 RM'000
Non-current assets
Property, plant and equipment 11 2,863,675 2,883,143 - -
Intangible assets 12 284,057 248,036 - -
Right of use assets 13 2,828,720 3,031,878 - -
Investments in subsidiaries 15 - - 773,361 773,361
Other investment 16 78 78 - -
Trade and other receivables 18 320,862 344,538 - -
Contract costs 14 71,687 57,887 - -
Contract assets 5 21,757 28,886 - -
Derivative financial assets 19 26,365 61,728 - -
6,417,201 6,656,174 773,361 773,361
Current assets
Inventories 17 116,568 137,207 - -
Trade and other receivables 18 1,050,392 972,387 5 4
Contract assets 5 51,127 66,437 - -
Income tax recoverable - 51,676 - -
Cash and short-term deposits 20 204,527 302,853 670 250
1,422,614 1,530,560 675 254
Total assets 7,839,815 8,186,734 774,036 773,615
Non-current liabilities
Loans and borrowings 21 3,835,854 4,677,523 - -
Deferred tax liabilities 22 303,027 268,927 - -
Other liabilities 23 136,053 120,255 - -
4,274,934 5,066,705 - -
142 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group Company
Note 2021 2020 2021 2020
RM'000 RM'000 RM'000 RM'000
Current liabilities
Trade and other payables 24 1,444,024 1,432,986 3,882 729
Contract liabilities 5 346,088 306,283 - -
Derivative financial liabilities 19 183 394 - -
Loans and borrowings 21 1,123,421 774,510 - -
Income tax payable 18,354 - 5 5
2,932,070 2,514,173 3,887 734
Total liabilities 7,207,004 7,580,878 3,887 734
Equity
Share capital 25 769,655 769,655 769,655 769,655
(Accumulated losses)/retained earnings 27 (136,844) (163,799) 494 3,226
Total equity 632,811 605,856 770,149 772,881
Total equity and liabilities 7,839,815 8,186,734 774,036 773,615
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 143
Group
At 1 January 2020 769,655 (109,668) 659,987
Total comprehensive income - 1,220,969 1,220,969
Transaction with owners:
Dividends on ordinary shares 10 - (1,275,100) (1,275,100)
At 31 December 2020 769,655 (163,799)1 605,856
Total comprehensive income - 1,162,105 1,162,105
Transaction with owners:
Dividends on ordinary shares 10 - (1,135,150) (1,135,150)
At 31 December 2021 769,655 (136,844) 1
632,811
Company
At 1 January 2020 769,655 2,535 772,190
Total comprehensive income - 1,275,791 1,275,791
Transaction with owners:
Dividends on ordinary shares 10 - (1,275,100) (1,275,100)
At 31 December 2020 769,655 3,226 772,881
Total comprehensive income - 1,132,418 1,132,418
Transaction with owners:
Dividends on ordinary shares 10 - (1,135,150) (1,135,150)
At 31 December 2021 769,655 494 770,149
Note: 1 In the previous financial years, as part of the Group's capital management initiatives, the Company received dividends in specie
from its subsidiary, Digi Telecommunications Sdn. Bhd. ("DTSB"), in the form of bonus issue of redeemable preference shares and
capital repayment by DTSB amounting to RM509.0 million and RM495.0 million respectively. The Company has declared part of
these as special dividend to its shareholders. The deficit arose from the elimination of these intra-group dividends at Group level.
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
144 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group Company
Note 2021 2020 2021 2020
RM'000 RM'000 RM'000 RM'000
Group Company
Note 2021 2020 2021 2020
RM'000 RM'000 RM'000 RM'000
Group Company
Note 2021 2020 2021 2020
RM'000 RM'000 RM'000 RM'000
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 147
1. Corporate information
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main
Market of Bursa Malaysia Securities Berhad ("Bursa Securities"). The principal place of business is located at Lot 10,
Jalan Delima 1/1, Subang Hi-Tech Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan. The registered office of the
Company is located at 12th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling
Jaya, Selangor.
The immediate and ultimate holding companies are Telenor Asia Pte Ltd and Telenor ASA, incorporated in Singapore
and Norway respectively. The ultimate holding company is listed on the Oslo Stock Exchange, Norway.
The principal activity of the Company is investment holding, whilst the principal activities of the subsidiaries are
stated in Note 15. There has been no significant change in the nature of the principal activities during the financial
year.
Related companies refer to companies within the Telenor Asia Pte Ltd and Telenor ASA group of companies.
The financial statements of the Group and of the Company have been prepared on the historical cost
convention unless indicated otherwise in the accounting policies below.
The financial statements are presented in Ringgit Malaysia ("RM") and all values are rounded to the nearest
thousand ("RM'000") except when otherwise indicated.
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
148 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. All intra-group balances, income and expenses and unrealised gains
and losses resulting from intra-group transactions are eliminated in full.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the
amount of any non-controlling interests in the acquiree. For each business combination, the Group elects
whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share
of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in
administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include
an input and a substantive process that together significantly contribute to the ability to create outputs. The
acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the
inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform
that process or it significantly contributes to the ability to continue producing outputs and is considered unique
or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing
outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host
contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent
settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is
a financial instrument and within the scope of MFRS 9 Financial Instruments, is measured at fair value with
the changes in fair value recognised in the statement of profit or loss in accordance with MFRS 9. Other
contingent consideration that is not within the scope of MFRS 9 is measured at fair value at each reporting
date with changes in fair value recognised in profit or loss.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 149
Notes to the Financial Statements
31 December 2021
In the Company’s separate financial statements, investment in subsidiaries are accounted for at cost less
impairment losses. On disposal of such investments, the difference between net disposal proceeds and their
carrying amounts is included in profit or loss.
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant
and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment, except for freehold land and capital work-in-
progress, are measured at cost less accumulated depreciation and accumulated impairment losses, if any.
The cost of an item includes expenditure that is attributable to the acquisition of the item. Subsequent costs
are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. When significant parts of property, plant and equipment are required to be replaced
in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation,
respectively. The carrying amount of the replaced part is then derecognised. Likewise, when a major inspection
is performed, its cost is recognised in the carrying amount of the asset as a replacement if the recognition
criteria are satisfied. All other repair and maintenance costs are recognised in profit and loss as incurred.
Freehold land has an unlimited useful life and is therefore not depreciated. Capital work-in-progress representing
assets under construction, is also not depreciated as these assets are not yet available for its intended use.
Depreciation of other property, plant and equipment is computed on a straight-line basis to write down the cost
of each asset to its residual value over the estimated useful life, at the following annual rates or periods:
Buildings 2.0%
Motor vehicles 20.0%
Computer systems 20.0% - 33.3%
Furniture and fittings 20.0%
Telecommunications network 3.3% - 33.3%
The residual values, useful lives and depreciation method are reviewed at each financial year end, and adjusted
prospectively, if appropriate, to ensure that the amount, method and period of depreciation are consistent with
the expected pattern of consumption of the future economic benefits embodied in the items of property, plant
and equipment.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising from the difference between the net disposal
proceeds, if any, and the net carrying amount is recognised in profit and loss in the financial year the asset is
derecognised.
150 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Intangible assets acquired separately are initially measured at cost. Following initial recognition, intangible
assets are measured at cost less accumulated amortisation and accumulated impairment losses, if any. The
useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method are reviewed at least during each financial year end. Changes in the expected useful life
or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for
by changing the amortisation period or method, as appropriate, and are treated prospectively as changes in
accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit and
loss.
Intangible assets not yet available for use are tested for impairment annually, or more frequently if events and
circumstances indicate that the carrying value may be impaired either individually or at the cash generating
unit (“CGU”) level. Such intangible assets are not amortised.
Any gain or loss arising from derecognition of an intangible asset is measured as the difference between the
net disposal proceeds and the carrying amount of the asset, and is recognised in profit and loss when the
asset is derecognised.
Computer software
Costs incurred to acquire computer software, that are not an integral part of the related hardware, are
capitalised as intangible assets and amortised on a straight-line basis over the estimated useful life of 5 years.
At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether
there is any indication of impairment. If any such indication exists, impairment is measured by comparing the
carrying amounts of the assets with their recoverable amounts.
For intangible assets not yet available for use, the recoverable amount is estimated at the end of each reporting
period, or more frequently if events and circumstances indicate that the carrying value may be impaired either
individually or at the cash generating unit (“CGU”) level.
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For
the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows, namely a CGU.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 151
Notes to the Financial Statements
31 December 2021
In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable
amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU
or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or
groups of units, if any and then, to reduce the carrying amount of the other assets in the unit or groups of units
on a pro-rata basis.
An impairment is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable
amount, and the impairment loss is recognised as an expense in profit and loss in the period in which it arises.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is
reversed if, and only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset
is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is
recognised in profit or loss.
2.7 Inventories
Inventories are stated at lower of cost and net realisable value. Cost is determined using the weighted average
basis. The cost of trading merchandise comprises costs of purchases and other incidental costs incurred in
bringing these merchandise to their present condition and location.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs
necessary to make the sale.
Financial assets are classified, at initial recognition as, subsequently measured at amortised cost, fair
value through other comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s and Company’s business model for managing them. The
Group and the Company initially measure a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs except for trade receivables that do not
contain a significant financing component. Trade receivables that do not contain a significant financing
component are measured at the transaction price determined under MFRS 15: Revenue from Contracts
with Customers (“MFRS 15”).
152 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
In order for a financial asset to be classified and measured at amortised cost or fair value through
OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on
the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level.
The Group’s and the Company’s business model for managing financial assets refer to how the financial
assets are managed in order to generate cash flows. The business model determines whether cash flows
will result from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e.,
the date that the Group commits to purchase or sell the asset.
For purposes of subsequent measurement, financial assets are classified in four categories:
- Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments)
- Financial assets designated at fair value through OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments)
The Group and the Company do not have any debt instruments at fair value through OCI with recycling
of cumulative gains and losses.
This category is the most relevant to the Group and the Company. The Group and the Company
measure financial assets at amortised cost if both of the following conditions are met:
- The financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows; and
- The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 153
Notes to the Financial Statements
31 December 2021
Financial assets at amortised cost are subsequently measured using the effective interest (“EIR”)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired.
The Group’s and the Company’s financial assets at amortised cost includes trade and other
receivables and cash and short-term deposits.
(b) Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under
MFRS 132 Financial Instruments: Presentation and are not held for trading. The classification is
determined on an instrument-by instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are
recognised as other income in the profit or loss when the right of payment has been established,
except when the Group benefits from such proceeds as a recovery of part of the cost of the
financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at
fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its non-listed equity investments under this category.
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as held for trading
if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives are
classified as held for trading unless they are designated as effective hedging instruments. Financial
assets with cash flows that are not solely payments of principal and interest are classified and
measured at fair value through profit or loss, irrespective of the business model. Notwithstanding
the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as
described above, debt instruments may be designated at fair value through profit or loss on initial
recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
154 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Financial assets at fair value through profit or loss are carried in the statement of financial position
at fair value with net changes in fair value recognised in the profit or loss.
This category includes derivative instruments such as foreign currency forward contracts and
interest rate swaps. Derivative instruments are carried as financial assets when the fair value is
positive and as financial liabilities when the fair value is negative.
2.8.3 Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e., removed from the Group’s and Company’s statement of financial
position) when:
- The rights to receive cash flows from the asset have expired; or
- The Group and the Company have transferred their rights to receive cash flows from the asset
or have 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 (a) the Group and the Company have
transferred substantially all the risks and rewards of the asset, or (b) the Group and the Company
have neither transferred nor retained substantially all the risks and rewards of the asset, but have
transferred control of the asset.
When the Group and the Company have transferred their rights to receive cash flows from an asset or
have entered into a pass-through arrangement, the Group and the Company evaluate if, and to what
extent, they have retained the risks and rewards of ownership. When they have neither transferred nor
retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group
and the Company continue to recognise the transferred asset to the extent of its continuing involvement.
In that case, the Group and the Company also recognise an associated liability. The transferred asset
and the associated liability are measured on a basis that reflects the rights and obligations that the
Group and the Company have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and the maximum amount of consideration that the
Group and the Company could be required to repay.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 155
Notes to the Financial Statements
31 December 2021
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss and contract assets. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate. The expected cash flows will include cash
flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in
credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to the category of debtors and the
economic environment.
The Group considers a financial asset in default when contractual payments are overdue for more than 60
days. However, in certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group. A financial asset is written off when
there is no reasonable expectation of recovering the contractual cash flows.
Cash and cash equivalents comprise cash on hand and at banks and deposits with licensed banks with a
maturity of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value. These also include bank overdrafts, if any, that form an integral part
of the Group’s cash management.
Interest income is recognised in profit or loss by applying the effective interest rate to the gross carrying amount
of the financial assets.
Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event
and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate of the amount can be made.
156 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of economic resources will be required to settle the obligation, the provision is
reversed. Where the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, where appropriate, the risks specific to the liability to the present value of the expenditure
expected to be required to settle the obligation. When discounting is used, the increase in the provision due to
the passage of time is recognised as a finance cost.
Employees’ entitlement to annual leave are recognised when the associated services performed by
employees increase their entitlements to annual leave. A provision is made for the estimated liability for
the annual leave as a result of services rendered by employees up to the end of the reporting period
netted off against annual leave utilised to date.
Provision for site decommissioning and restoration costs is in respect of management’s best estimate on the
costs necessary to be incurred to decommission the Group’s telecommunications network infrastructure
and restore the previously occupied sites.
The estimated amount is determined after taking into consideration the time value of money, and the initial
estimated sum is capitalised as part of the cost of property, plant and equipment. Where discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
Provision for defined benefit plan for eligible employees is as disclosed in Note 2.16(c).
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an
effective hedge, as appropriate.
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.
The Group’s and the Company’s financial liabilities include derivative financial instruments and other
financial liabilities.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 157
Notes to the Financial Statements
31 December 2021
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as financial liabilities at fair value
through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of
repurchasing in the near term.This category also includes derivative financial instruments entered
into by the Group that are not designated as hedging instruments in hedge relationships as
defined by MFRS 9.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, and only if the criteria in MFRS 9 are satisfied. This
category includes derivative instruments such as foreign currency forward contracts and interest
rate swaps.
The Group’s and the Company’s other financial liabilities include trade and other payables, and
loans and borrowings.
After initial recognition, trade and other payables and interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains and losses are recognised
in profit or loss when the liabilities are derecognised as well as through the EIR amortisation
process.
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 as finance
costs in the profit or loss.
This category generally applies to interest-bearing loans and borrowings and trade and other
payables. For more information, refer to Note 21 and Note 24.
158 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
2.12.3 Derecogniton
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in profit or loss.
Financial assets and financial liabilities are offset and the net amount is reported in the statements 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.
Borrowing costs are recognised in profit and loss as an expense in the period in which they are incurred.
Borrowing costs consist of interest and other costs that the Group incurred in connection with the borrowing of
funds.
An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the
Company after deducting all of their liabilities. Ordinary shares are equity instruments.
The attributable incremental transaction costs of an equity transaction are accounted for as a deduction
from equity, net of tax. Dividends on ordinary shares are recognised in equity in the period in which they are
declared.
2.15 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right of use
(“ROU”) assets representing the right to use the underlying assets.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 159
Notes to the Financial Statements
31 December 2021
The Group recognises ROU assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). ROU assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities.The cost of ROU assets includes
the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives received.
The Group elected to apply the practical expedient not to separate out non-lease components from
lease components and instead account for the lease and non-lease component as a single component.
ROU assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful lives of the assets, as follows:
The ROU assets are also subject to impairment. Refer to Note 2.6 for accounting policy on impairment of
non-financial assets.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable and payments of penalties
for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable
lease payments that do not depend on an index or a rate and are dependant on a future activity are
recognised as expenses in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification or a change in the lease term.
The Group’s lease liabilities are included in loans and borrowings. Please refer to Note 21.
160 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Group applies the short-term lease recognition exemption to its short-term leases of telecommunication
network sites, equipment and billboard spaces (i.e., those leases that have a lease term of 12 months or
less from the commencement date). It also applies the lease of low-value assets recognition exemption
to leases of office equipment and storage spaces that are considered to be low value. Lease payments
on short-term leases and leases of low value assets are recognised as an expense on a straight-line basis
over the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over
the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial
direct costs incurred in negotiating and arranging 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.
Wages, salaries, bonuses and social security contributions are recognised as an expense in the period
in which the associated services are rendered by employees. Short-term accumulated compensated
absences such as paid annual leave are recognised when services are rendered by employees that
increase their entitlement to future compensated absences netted off against annual leave utilised to
date, and short-term non-accumulating compensated absences such as sick leave are recognised
when the absences occur.
As required by law, companies in Malaysia make contributions to the state-defined contribution pension
scheme known as the Employee Provident Fund, and will have no legal or constructive obligation to make
further contributions in the future, over-and-above what is existingly legally required.The contributions are
recognised as an expense in profit and loss in the period which the related services are rendered by
employees.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 161
Notes to the Financial Statements
31 December 2021
The Group operates an unfunded defined benefit plan for its eligible employees. The benefits are
calculated based on the length of service and the agreed percentages of eligible employees’ salaries
over the period of their employment and are payable upon resignation after completion of the minimum
employment period of ten years or upon retirement age of sixty years. The Group’s obligations under the
retirement benefit scheme, calculated using the Projected Unit Credit Method, is determined based on
actuarial computations by independent actuaries, through which the amount of benefit that employees
have earned in return for their service in the current and prior years is estimated.That benefit is discounted
in order to determine its present value.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the
return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest),
are recognised immediately in other comprehensive income in the period in which they occur and
recorded in defined benefit reserve. Remeasurements are not reclassified to profit and loss in subsequent
periods.
Past service costs are recognised in profit and loss on the earlier of:
Net interest and other expenses relating to defined benefit plans are calculated by applying the discount
rate to the net defined benefit liability or asset and recognised in profit and loss.
The Group amended the defined benefit plan effective 1 January 2006 to restrict new entrants into the
plan, and the benefits payable to be calculated based on the employees’ length of service up to 31
December 2005.
Current tax assets and liabilities 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 by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised
outside profit or loss, either in other comprehensive income or directly in equity.
162 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Deferred tax is provided using the liability method on temporary differences at the reporting date between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, and deferred tax assets are
recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax
losses, 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.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to 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 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.
SST is recognised as part of the expense or cost of acquisition of the asset as SST is not recoverable.
Revenue is recognised net of the amount of SST billed as it is payable to the taxation authority. SST
payable to the taxation authority is included as part of payables in the statements of financial position.
2.18 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the
control of the Group.
Contingent liabilities and assets are not recognised in the financial statements.
Revenue from contracts with customers is recognised when control of the goods or services are
transferred to the customer at an amount that reflects the consideration to which the Group expects to
be entitled in exchange for those goods or services, net of indirect taxes.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 163
Notes to the Financial Statements
31 December 2021
The Group has generally concluded that it is the principal in its revenue arrangements because it
typically controls the goods or services before transferring them to the customer.
Telecommunication revenue from postpaid and prepaid services provided by the Group are
recognised over time, as the benefits of telecommunication services are simultaneously received
and consumed by the customer.
Revenue from prepaid services (i.e. preloaded talk time, prepaid top-up vouchers, etc.) are
recognised when services are rendered. Consideration from the sale of prepaid sim cards and
reload vouchers to customers where services have not been rendered at the reporting date is
deferred as contract liability until actual usage or when the cards, vouchers or reloaded amounts
are expired or forfeited.
Postpaid services are provided in postpaid packages which consists of various services (i.e.
call minutes, internet data, sms, etc.). These postpaid packages have been assessed to meet
the definition of a series of distinct services that are substantially the same and have the same
pattern of transfer and as such the Group treats these packages as a single performance
obligation.
Postpaid packages are either sold separately or bundled together with the sale of a mobile
device to a customer. Mobile devices can also be obtained separately from other mobile device
retailers and can be used together with the postpaid packages provided by the Group. Postpaid
packages and mobile devices are capable of being distinct and separately identifiable,
therefore, there are two performance obligations within a bundled transaction. Accordingly, the
Group allocates the transaction price based on the relative stand-alone selling prices of the
postpaid packages and device.
Stand-alone selling price are based on observable sales prices; however, where stand-alone
selling prices are not directly observable, estimates will be made maximising the use of observable
inputs.
Revenue from sale of device is recognised at the point in time when control of the asset is
transferred to the customer, usually on delivery and acceptance of the device.
164 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Payment for the transaction price of the mobile device is typically collected at the point the
customer signs up for the bundled contract, except for bundled packages that have a payment
structure allowing customers to pay for the mobile device over a period of time. For these
arrangements the Group discounts the transaction price using the rate that would be reflected
in a separate financing transaction between the Group and its customers at contract inception,
to take into consideration the significant financing component.
Certain bundled contracts provide the customer with a right to return the mobile devices during
a specified time frame. The Group uses the expected value method to estimate the mobile
devices that will not be returned because this method best predicts the amount of variable
consideration to which the Group will be entitled. The requirements in MFRS 15 on constraining
estimates of variable consideration are also applied in order to determine the amount of
variable consideration that can be included in the transaction price. For mobile devices that are
expected to be returned, the Group adjusts revenue and recognises a refund liability instead.
Correspondingly, costs of sales is also adjusted and a right of return asset is recognised as the
right to recover the mobile device from the customer.
A contract asset is the right to consideration in exchange for goods or services (i.e. mobile
devices or telecommunication services) transferred to the customer. If the Group transfers
goods or services to a customer before the customer pays consideration or before payment
is due, a contract asset is recognised for the earned consideration that is conditional.
Contract assets are subject to impairment assessment based on the ECL model.
A contract liability is the obligation to transfer goods or services to a customer for which
the Group has received consideration (or an amount of consideration is due) from the
customer. If a customer pays consideration before the Group transfers goods or services to
the customer, a contract liability is recognised when the payment is made or the payment
is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group
performs under the contract.
For prepaid services, a contract liability is recognised when consideration is received from
a customer, but services are yet to be performed.
The Group pays sales commissions to external sales channels and employees as an incentive for
each new customer registration to the Group’s telecommunication services. Sales commissions
have been determined to be an incremental cost of obtaining a contract and are capitalised as
contract costs when the Group expects these costs to be recovered over a period of more than
one year.
Contract costs are amortised on a straight-line basis over the expected customer life cycle, which
is consistent with the pattern of the related revenue. For contract costs with an amortisation period
of less than one year, the Group has elected to apply the practical expendient to recognise as
an expense when incurred.
Amortisation of contract costs are included as part of operating expenses in the profit or loss,
based on the nature of commission costs, and not under amortisation expenses.
The Group recognises an impairment loss in profit or loss to the extent that the carrying amount
of the contract costs recognised exceeds the remaining amount of consideration that the Group
expects to receive in exchange for the goods or services to which the contract costs relate, less
the remaining costs that relate directly to providing those goods or services (that have not been
recognised as an expense).
166 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
When there are indications of impairment, relating to the CGU to which the contract costs
belong, the Group will include the resulting carrying amount of contract costs after performing
the impairment test above, in the carrying amount of the CGU for the purpose of applying MFRS
136.
When impairment conditions no longer exist or have improved, the Group will recognise a
reversal of some or all of the impairment losses previously recognised on the contract costs. The
increased carrying amount of the contract costs should not exceed the amount that would have
been determined (net of amortisation) had no impairment loss been recognised previously.
Dividend income is recognised when the Company’s right to receive payment is established, and
is presented as revenue in profit or loss, aligned with the principal activity of the Company as an
investment holding entity.
Lease income is accounted for on a straight-line basis over the lease terms and is included in revenue
in the statement of profit or loss due to its operating nature. The aggregate costs of incentives provided
to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.
As a universal service provider (“USP”), the Group is entitled to claim certain qualified expenses from the
Malaysian Communications and Multimedia Commission (“MCMC”) in relation to USP projects. These claims
are treated as government grants and recognised at their fair values where there is reasonable assurance that
the grants will be received and the Group complies with all the attached conditions.
A grant relating to the asset is deducted against the carrying amount of the asset, and recognised in profit or
loss over the life of the depreciable asset by way of a reduced depreciation charge. Grant relating to expense
is recognised in profit and loss by crediting directly against the related expense.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 167
Notes to the Financial Statements
31 December 2021
The individual financial statements of each entity in the Group are measured using the currency of the
primary economic environment in which the entity operates (“the functional currency”).The consolidated
financial statements of the Group are presented in RM, which is also the functional currency of all entities
in the Group.
Transactions in foreign currencies are initially converted into RM at exchange rates prevailing at the
date of transaction. At each reporting date, foreign currency monetary items are translated into RM at
exchange rates prevailing at that date. Non-monetary items initially denominated in foreign currencies,
which are carried at historical cost are translated using the historical rate as of the date of acquisition.
Exchange differences arising on the settlement of monetary items or on translating monetary items at
the reporting date are recognised in profit or loss. Exchange differences arising on the translation of non-
monetary items carried at fair value are included in profit or loss for the period except for the differences
arising on the translation of non-monetary items in respect of which gains and losses are recognised
directly in other comprehensive income. Exchange differences arising from such non-monetary items are
also recognised directly in other comprehensive income.
The Group measures financial instruments such as derivatives at fair value at each reporting date. The fair
values of financial instruments measured at amortised cost are disclosed in Note 31.6.
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:
(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
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.
168 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Group uses valuation techniques that are appropriate 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.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
(i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
(ii) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
(iii) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
The Group presents assets and liabilities in statements of financial position based on current/non-current
classification. An asset is current when it is:
- Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 169
Notes to the Financial Statements
31 December 2021
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The Group provides telecommunication and related services to customers across the country and its services
and products essentially have a similar risk profile. Business activities of the Group are not organised by product
or geographical components and its operating result is reviewed as a whole by its management. Accordingly,
there is no separate segment, as disclosed in Note 33.
The accounting policies adopted are consistent with those of the previous financial year except as follows:
On 1 January 2021, the Group and the Company adopted the following amended MFRS mandatory for annual
financial periods beginning on or after 1 January 2021.
Effective for
annual periods
beginning on
Description or after
Amendments to MFRS 9, MFRS 139, MFRS 7, MFRS 4 and MFRS 16: Interest Rate Benchmark
Reform - Phase 2 1 January 2021
The adoption of the above amendments did not have any significant effect on the financial statements of the
Group and of the Company.
170 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The standards and amendments that are issued but not yet effective up to the date of issuance of the Group’s
and the Company’s financial statements are disclosed below. The Group and the Company intend to adopt
these standards and amendments, if applicable, when they become effective.
Effective for
annual periods
beginning
Description on or after
Amendments to MFRS 16: Leases - Covid-19 Related Rent Concessions beyond 30 June
2021 1 April 2021
Amendments to MFRS 1, MFRS 9 and MFRS 141: Annual Improvements to MFRS Standards
2018-2020 1 January 2022
Amendments to MFRS 3: Reference to the Conceptual Framework 1 January 2022
Amendments to MFRS 116: Property, Plant and Equipment - Proceeds before Intended Use 1 January 2022
Amendments to MFRS 137: Provisions, Contingent Liabilities and Contingent Assets -
Onerous Contracts - Cost of Fulfilling a Contract 1 January 2022
MFRS 17: Insurance Contracts 1 January 2023
Amendments to MFRS 17: Insurance Contracts 1 January 2023
Amendments to MFRS 17: Insurance Contracts - Initial Application of MFRS 17 and MFRS 9 -
Comparative Information 1 January 2023
Amendments to MFRS 101: Classification of Liabilities as Current or Non-current 1 January 2023
Amendments to MFRS 101: Disclosure of Accounting Policies 1 January 2023
Amendments to MFRS 108: Definition of Accounting Estimates 1 January 2023
Amendments to MFRS 112: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction 1 January 2023
Amendments to MFRS 10 and MFRS 128: Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture Deferred
The directors expect that the adoption of the above standards and amendments will not have a material
impact on the financial statements in the period of initial application.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 171
Notes to the Financial Statements
31 December 2021
4. Significant accounting estimates and judgements and key sources of estimation uncertainty
There were no significant judgements made in applying the accounting policies of the Group which may have
significant effects on the amounts recognised in the financial statements.
Management makes key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
The following represents a summary of the critical accounting estimates and the associated key sources of estimation
uncertainty.
4.1 Useful lives of property, plant and equipment and intangible assets
Depreciation and amortisation are based on management’s estimates of the future estimated useful lives
and residual values of property, plant and equipment and intangible assets. Estimates may change due to
technological developments, modernisation initiatives, expected level of usage, competition, market conditions
and other factors, which could potentially impact the average useful lives and the residual values of these
assets. This may result in future changes in the estimated useful lives and in the depreciation or amortisation
expenses. A 5.0% difference in the expected useful lives of these assets from management’s estimates would
result in approximately 3.5% (2020: 1.6%) variance in the Group’s profit for the financial year. The carrying
amounts of property, plant and equipment and intangible assets at the reporting date are disclosed in Note
11 and Note 12, respectively.
4.2 Provision for expected credit losses of trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision
rates are based on days past due for groupings of various customer segments that have similar loss patterns
(i.e. customer type and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group then adjusts
the historical credit loss experience taking into consideration the forward-looking information. For example, if
the Group’s view of the forecasted economic conditions (i.e. inflation rate, unemployment rate, interest rate and
economic outlook for Malaysia) are expected to significantly deteriorate over the next financial year which
may lead to an increase in the unrecoverable rate of the receivables and contract assets. At every reporting
date, the historical observed default rates are updated and changes in the forward-looking estimates are
analysed.
The Group estimates the relationship between historical observed default rates, forecast economic conditions
and ECL which may not be representative of customer’s actual default in the future. The information about the
provision matrix on the Group’s trade receivables and contract assets is disclosed in Note 31.2.
If the historical observed default rates varies by 5.0% from management’s estimates, the Group’s allowance for
expected credit loss on trade receivables and contract assets will cause either a 0.1% (2020: 0.2%) increase or
0.1% (2020: 0.2%) decrease respectively in the Group’s profit for the financial year.
172 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
4. Significant accounting estimates and judgements and key sources of estimation uncertainty (CONT’D.)
Deferred tax implications arising from the changes in corporate income tax rates are measured with reference
to the estimated realisation and settlement of temporary differences in the future periods in which the tax
rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date.
While management’s estimates on the realisation and settlement of temporary differences are based on the
available information at the reporting date, changes in business strategy, future operating performance and
other factors could potentially impact the actual timing and amount of temporary differences realised and
settled. Any difference between the actual amount and the estimated amount would be recognised in profit
and loss in the period in which actual realisation and settlement occurs. The carrying amount of deferred tax
liabilities is disclosed in Note 22.
Significant estimation is involved in determining the Group’s provision for income taxes as there are certain
transactions and computations for which the final tax treatment is uncertain at the reporting date.
Where the final tax treatment of these matters are different from the amounts that were initially recognised, such
differences will impact the income tax and deferred tax provisions in the period in which determination of final
tax treatment is made.
Provision for site decommissioning and restoration costs are provided based on the present value of the
estimated future expenditure to be incurred for dismantling the inactive sites. Significant management
assumption and estimation are required in determining the discount rate and the expenditure to be incurred
for dismantling each network infrastructure sites. Where expectations differ from the original estimates, the
differences will impact the carrying amount of provision for site decommissioning and restoration costs. The
carrying amount of provision for site decommissioning and restoration costs at the reporting date is disclosed
in Note 23.
The Group has assessed that there are two performance obligations for bundled contracts where the Group
needs to allocate the transaction price between the telecommunication service and mobile device based on
their relative SSP.
SSP for telecommunication services and mobile devices are based on observable sales prices; however, where
certain SSP are not directly observable, estimates will be made maximising the use of observable inputs.
The estimation of SSP is a significant estimate as it will directly determine the amount of revenue to be recognised
up front (sale of device) and amount of revenue to be recognised over time (telecommunication revenue). For
example, a lower SSP for mobile device will result in a lower amount of revenue recognised upfront and higher
amount of revenue recognised over the contract period.
The revenue recognised in the current financial year in relation to sale of device and telecommunication
revenue is detailed in Note 5.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 173
Notes to the Financial Statements
31 December 2021
4. Significant accounting estimates and judgements and key sources of estimation uncertainty (CONT’D.)
The Group determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to exercise the option, or any periods
covered by an option to terminate the lease, if it is reasonably certain not to exercise the option, within the
period for which the contract is enforceable.
In determining the lease term, the Group considers all facts and circumstances that create an economic
incentive to exercise an extension option, or not to exercise a termination option. For example, for leases of
certain telecommunication network sites, if the Group expects to use significant non-removable leasehold
improvements beyond the date on which the lease can be terminated, the existence of those leasehold
improvements may indicate that the Group might incur a more than insignificant penalty if it terminates the
lease.
For leases of telecommunication network sites, other factors to consider in assessing the lease term include the
technology development and potential changes in business models.
The Group reassesses the lease term upon the occurrence of a significant event or change in circumstances
that is within the control of the Group and affects whether the Group is reasonably certain to exercise an option
not previously included in the determination of lease term, or not to exercise an option previously included in
the determination of lease term. A revision in lease term results in remeasurement of the lease liabilities.
Based on the assessment of these factors, the lease term for the Group’s leases relating to telecommunication
network sites will normally be within a range of 3 to 10 years.
In measuring its lease liabilities, the Group has used its incremental borrowing rate (“IBR”) to present value the
future lease payments, as the interest rate implicit in the lease cannot be readily determined.
The IBR is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar
security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment.
To determine the incremental borrowing rate for its leases, the Group makes adjustments to the existing rates
received from financial institutions, taking into consideration the lease term and leased assets. The Group also
considers changes in the financing condition since the last offered rates from the financing institutions.
5. Revenue
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
In the following table, revenue is disaggregated by major products or service lines (which also represents the
Group’s defined performance obligations).
The timing of revenue recognition for respective major products or service lines are as follows:
Group
Note 2021 2020
RM’000 RM’000
Non-current assets
Trade receivables 18 122,247 129,767
Contract assets 21,757 28,886
Current assets/(liabilities)
Trade receivables 18 437,374 389,000
Contract assets 51,127 66,437
Contract liabilities (346,088) (306,283)
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 175
Notes to the Financial Statements
31 December 2021
5. Revenue (CONT’D.)
Contract assets primarily relate to rights to consideration for mobile devices transferred to subscribers but
not billed at the reporting date. Contract assets are transferred to receivables when the rights become
unconditional. As at 31 December 2021, the Group has contract assets of RM72.9 million (2020: RM95.3 million)
which is net of an allowance for expected credit losses of RM4.5 million (2020: RM4.5 million).
Contract liabilities mainly relate to advance consideration received from subscribers at inception of contracts,
for which revenue is only recognised upon rendering of telecommunication service.
All contract liabilities at the beginning of the financial year have been recognised as revenue in the current
financial year.
Group
2021 2020
RM’000 RM’000
The Group has entered into operating leases on certain network telecommunication sites. These leases have
lease terms between one to six years. Lease income recognised by the Group during the financial year is
RM95.3 million (2020: RM83.8 million).
The future minimum rentals receivable under non-cancellable operating leases are as follows:
2021 2020
RM’000 RM’000
6. Finance costs
Group
Note 2021 2020
RM’000 RM’000
Group Company
Note 2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Group Company
Note 2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
(a) Fees for other services were incurred in connection with performance of agreed upon procedures, regulatory
compliance reporting and services rendered as the reporting accountant for the proposed merger of the
Company (“Digi”) and Celcom Axiata Berhad (“Celcom”). Please refer to Note 34 for further details on the
proposed merger exercise.
178 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
(b) Staff expenses incurred by the Group net of capitalisation of employee benefits expense in property, plant and
equipment during the financial year comprise:
Group
Note 2021 2020
RM’000 RM’000
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Non-executive:
Fees 893 897 89 90
Benefits-in-kind 10 11 - -
Total 903 908 89 90
The number of non-executive directors of the Company whose total remuneration during the financial year falls
within the following band is analysed below:
Number of directors
Non-executive directors: 2021 2020
Nil 4 6
RM100,001 - RM200,000 2 -
RM200,001 - RM300,000 1 3
RM300,001 - RM400,000 1 -
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 179
Notes to the Financial Statements
31 December 2021
(d) During the financial year, the Group incurred professional and legal expenses amounting to RM7.4 million
relating to the proposed merger which are one-off in nature. Please refer to Note 34 for further details on the
proposed merger exercise.
8. Taxation
The major components of income tax expense for the financial years ended 31 December 2021 and 2020 are:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
8. Taxation (CONT’D.)
Reconciliations of income tax expense/rate applicable to profit before tax at the statutory income tax rate to income
tax expense/rate at the effective income tax rate of the Group and of the Company are as follows:
2021 2020
% RM’000 % RM’000
Group
Profit before tax 1,514,885 1,622,046
Taxation at Malaysian statutory tax rate 24.0 363,572 24.0 389,291
Effect of expenses not deductible for tax purposes 1.7 25,262 1.3 20,639
Effect of income not subject to tax - - (0.6) (9,769)
Effect of different tax rate (1)
(1.1) (16,687) - -
Over provision of income tax expense in prior financial years (3.1) (47,366) (0.3) (5,424)
Under provision of deferred tax expense in prior financial years 1.8 27,999 0.4 6,340
Effective tax rate/income tax expense recognised in profit or loss 23.3 352,780 24.8 401,077
(1)
Effect on deferred tax arising from the one-off tax measure proposed by the Government of Malaysia in Budget 2022, whereby
chargeable income above the RM100 million mark will be taxed at a rate of 33%, instead of 24% for the year of assessment
2022.
2021 2020
% RM’000 % RM’000
Company
Profit before tax 1,132,437 1,275,815
Taxation at Malaysian statutory tax rate 24.0 271,785 24.0 306,196
Income not subject to tax (24.0) (271,766) (24.0) (306,172)
Effective tax rate/income tax expense recognised in profit or loss 0.0 19 0.0 24
Domestic current income tax is calculated at the Malaysian statutory tax rate of 24% (2020: 24%) of the estimated
taxable profit for the financial year.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 181
Notes to the Financial Statements
31 December 2021
Earnings per ordinary share is calculated by dividing profit for the financial year, net of tax, attributable to owners of
the parent by the weighted average number of ordinary shares in issue during the financial year.
Group
2021 2020
No diluted earnings per ordinary share was presented as the Group does not have any convertible instrument,
options, warrants and their equivalents.
10. Dividends
Group/Company
2021 2020
RM’000 RM’000
The board of directors had on 28 January 2022, declared a fourth interim single-tier dividend of 3.9 sen per ordinary
share in respect of the financial year ended 31 December 2021 amounting to RM303.2 million. The financial
statements for the current financial year do not reflect this fourth interim dividend. Such dividend, will be accounted
for in equity as an appropriation of retained earnings in the financial year ending 31 December 2022.
182 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Tele-
Furniture communi- Capital
Freehold Freehold Motor Computer and cations work-in-
land buildings vehicles systems fittings network progress Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Group
Cost
At 1 January 2021 29,067 143,903 24,007 228,331 194,885 6,664,181 170,267 7,454,641
Additions - - - - 2 46,526 647,222 693,750
Disposals - - - (7) (2,247) (148,424) - (150,678)
Write offs - - - - (25) (15,836) (1,041) (16,902)
Transfers - - 462 26,572 8,053 617,364 (652,451) -
At 31 December 2021 29,067 143,903 24,469 254,896 200,668 7,163,811 163,997 7,980,811
Accumulated
depreciation
At 1 January 2021 - 32,850 22,176 175,730 157,053 4,183,689 - 4,571,498
Depreciation expenses
for the financial year
(Note 7) - 2,821 1,073 20,991 19,400 653,098 - 697,383
Disposals - - - (4) (2,209) (133,671) - (135,884)
Write offs - - - - (25) (15,836) - (15,861)
At 31 December 2021 - 35,671 23,249 196,717 174,219 4,687,280 - 5,117,136
Tele-
Furniture communi- Capital
Freehold Freehold Motor Computer and cations work-in-
land buildings vehicles systems fittings network progress Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Group (Cont’d.)
Cost
At 1 January 2020 29,638 143,332 23,982 232,079 263,839 6,530,499 230,820 7,454,189
Additions - - 52 (56) (1,735) 79,048 593,203 670,512
Disposals - - - (9,124) (44,623) (68,845) (2,479) (125,071)
Write offs - - - (76) (224) (675,319) (2) (675,621)
Transfers - - - 38,943 4,211 608,498 (651,652) -
Reclassifications
(Note 11(c)) (571) 571 (27) (33,435) (26,583) 97,910 377 38,242
Reclassification from
intangible assets
(Note 12) - - - - - 92,390 - 92,390
At 31 December 2020 29,067 143,903 24,007 228,331 194,885 6,664,181 170,267 7,454,641
Accumulated
depreciation
At 1 January 2020 - 29,845 20,764 187,170 209,849 4,154,451 - 4,602,079
Depreciation expenses
for the financial year
(Note 7) - 2,821 1,351 6,717 27,051 640,507 - 678,447
Disposals - - - (9,121) (44,568) (68,668) - (122,357)
Write offs - - - (76) (183) (624,654) - (624,913)
Reclassifications
(Note 11(c)) - 184 61 (8,960) (35,096) 82,053 - 38,242
At 31 December 2020 - 32,850 22,176 175,730 157,053 4,183,689 - 4,571,498
(a) The Group acquired property, plant and equipment with an aggregate cost of RM693.8 million (2020: RM670.5
million) of which RM11.9 million (2020: RM52.5 million) relates to the provision for site decommissioning and
restoration costs, as disclosed in Note 23.1.
(b) Government grants of RM230.8 million (2020: RM34.6 million) relating to additions of qualifying property, plant
and equipment, were deducted before arriving at the cost of property, plant and equipment during the
financial year ended 31 December 2021.
(c) The cost and accumulated depreciation for certain categories of property, plant and equipment were adjusted
in the prior financial year to be consistent with the category in the asset register.
Computer
software
RM’000
Group
Cost
At 1 January 2021 746,251
Additions 121,537
Disposals (21,300)
Write offs (12)
At 31 December 2021 846,476
Accumulated amortisation
At 1 January 2021 498,215
Amortisation expenses for the financial year 83,160
Disposals (18,944)
Write offs (12)
At 31 December 2021 562,419
Computer
software
RM’000
Group
Cost
At 1 January 2020 736,969
Additions 102,249
Write offs (577)
Reclassification to property, plant and equipment (Note 11) (92,390)
At 31 December 2020 746,251
Accumulated amortisation
At 1 January 2020 430,983
Amortisation expenses for the financial year 67,689
Write offs (457)
At 31 December 2020 498,215
Included in the cost of computer software are computer software not yet available for use of RM49.7 million (2020:
RM73.2 million) as at 31 December 2021 .
186 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group as a lessee
Tele-
communi- Stores,
Leasehold cations Trans- Spectrum office
land and network mission band- buildings
buildings sites facilities widths and kiosks Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Carrying amount
The Group’s lease arrangements are mainly in relation to telecommunication network sites, transmission faciltlies
and spectrum bandwidths which are used to support the Group’s telecommunication operations. The lease
arrangements generally do not allow for subleasing of the leased asset, unless there is a contractual right for the
Group to sublet the lease asset to another party.
The Group also has certain leases with lease terms of 12 months or less and leases that have been determined to
be low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemption for these
leases.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 187
Notes to the Financial Statements
31 December 2021
Set out below are the carrying amounts of lease liabilities (included under loans and borrowings) and the movements
during the financial year:
Group
Note 2021 2020
RM’000 RM’000
Analysed as:
Current 21 448,421 399,510
Non-current 21 2,010,439 2,181,385
2,458,860 2,580,895
Group
2021 2020
RM’000 RM’000
The Group has total cash outflow for leases amounting to RM515.5 million (2020: RM473.6 million).
188 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group
2021 2020
RM’000 RM’000
Company
2021 2020
RM’000 RM’000
The Company has injected RM0.6 million into InfraNation Sdn. Bhd. in the prior financial year for working capital
purposes.
Percentage of ownership
Name of company interest held by the Group Principal activities
2021 2020
(%) (%)
^
This subsidiary has applied for strike off in the prior financial year and was struck off during the financial year.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 189
Notes to the Financial Statements
31 December 2021
Group
2021 2020
RM’000 RM’000
Non-current
Financial asset at fair value through OCI
Unquoted shares 78 78
The investment was previously made in relation to a programme initiated by the Group to fund new digital start-ups
in Malaysia.
17. Inventories
Group
2021 2020
RM’000 RM’000
Merchandise:
At cost 102,785 111,196
At net realisable value 13,783 26,011
116,568 137,207
During the financial year, the amount of inventories recognised as an expense in cost of materials of the Group was
RM971.0 million (2020: RM708.7 million).
190 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Non-current
Trade receivables (Note 18.1) 122,247 129,767 - -
Deposits and prepayments (Note 18.2) 198,615 214,771 - -
320,862 344,538 - -
Current
Trade receivables (Note 18.1) 466,414 427,293 - -
Other receivables 408,560 361,503 - -
Deposits and prepayments (Note 18.2) 204,458 221,884 5 4
1,079,432 1,010,680 5 4
Allowance for expected credit loss on trade
receivables (Note 31.2) (29,040) (38,293) - -
1,050,392 972,387 5 4
Total trade and other receivables 1,371,254 1,316,925 5 4
The Group’s trade receivables include receivables on deferred payment schemes amounting to RM257.8
million (2020: RM222.2 million), which allows eligible customers on bundled packages to make payment for
mobile devices over a 24 month period.
Apart from the deferred payment scheme receivables, the Group’s trade receivables are non-interest bearing,
and are subject to normal trade credit terms ranging from 30 to 45 days (2020: 30 to 45 days). They are
recognised at their original invoice amounts which represent their fair value on initial recognition.
Included in deposits and prepayments are non-current and current prepayments which are advances to a
network facility provider (“NFP”) of RM126.1 million (2020: RM147.5 million) for provision of connectivity services
for a period of 10 years and non-current and current deposits given to local city councils of RM103.8 million
(2020: RM97.4 million) for public infrastructure works which are refundable upon completion.
As at 31 December 2021, the Group’s trade receivables balances included exposure to foreign currency
denominated in United States Dollar (“USD”) and Special Drawing Rights (“SDR”) amounting to RM5.2 million
(2020: RM6.9 million) and RM22.5 million (2020: RM16.5 million) respectively.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 191
Notes to the Financial Statements
31 December 2021
Group
2021 2020
RM’000 RM’000
Current
- Foreign currency forward contracts 19.2 (183) (394)
Notional
value Fair value Assets
RM’000 RM’000 RM’000
Interest rate swaps are used to manage appropriate fair value change exposure within the Group. The Group
entered into interest rate swaps to hedge the fair value risk in relation to the fixed interest rates of the Islamic
Medium Term Note, as disclosed in Note 21 with notional principal amounts of RM1,075.0 million (2020:
RM1,075.0 million).
The interest rate swaps entitle the Group to receive interest semi-annually at fixed rates ranging from 4% to 5%
per annum, and in return, pays interest quarterly at Kuala Lumpur Interbank Offer Rate plus a spread with a
weighted average rate of 3% (2020: 3%) per annum. The swaps mature at varying dates based on the maturity
of different tranches of the Islamic Medium Term Note.
192 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Contract
value in
foreign Notional
currency value Fair value Liabilities
USD’000 RM’000 RM’000 RM’000
The Group uses foreign currency forward contracts to minimise its exposure to foreign currency risks as a result
of transactions denominated in currencies other than its functional currency, arising from the normal business
activities. Foreign currency forward contracts are used to hedge certain payables denominated in USD for
which firm commitments existed at the reporting date, extending to January and February 2022.
The foreign currency forward contracts and interest rate swap are not designated as cash flow hedges and are
entered into for periods consistent with foreign currency exposure and fair value changes exposure. Any gains or
losses arising from changes in the fair value of derivatives are recognised directly in profit or loss.
The method and assumptions applied in determining the fair values of the derivatives above are disclosed in Note
31.6(b).
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Cash and cash equivalents include cash on hand and at banks and deposits with financial institutions. For the
purpose of the statements of cash flows, cash and cash equivalents are net of outstanding bank overdrafts, if any.
The Group’s cash and cash equivalents included amounts of foreign currency denominated in USD totalling RM2.9
million (2020: RM4.3 million) at the reporting date.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 193
Notes to the Financial Statements
31 December 2021
Cash at banks earns interest at floating rates based on daily bank deposit rates. The weighted average effective
interest rates of deposits at the reporting date are as follows:
Group
2021 2020
% %
The deposits with licensed banks of the Group will mature within one month (2020: one month) from the end of the
reporting date.
Group
Note 2021 2020
RM’000 RM’000
Non-current (unsecured)
Floating-rate term loans 107,522 329,859
Floating-rate term financing-i 219,128 367,776
Islamic medium term notes 21.1 1,498,765 1,798,503
Lease liabilities 13 2,010,439 2,181,385
3,835,854 4,677,523
Current (unsecured)
Floating-rate term loans 225,000 225,000
Floating-rate term financing-i 150,000 150,000
Islamic medium term notes 21.1 300,000 -
Lease liabilities 13 448,421 399,510
1,123,421 774,510
Total loans and borrowings 4,959,275 5,452,033
194 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The weighted average effective interest/profit rates at the reporting date for borrowings and debt securities are as
follows:
Group
2021 2020
% %
The Group through its wholly-owned subsidiary, DTSB, has established an Islamic medium term note programme
of up to RM5.0 billion in nominal value (“IMTN Programme”); and an Islamic commercial papers programme
of up to RM1.0 billion in nominal value (“ICP Programme”), which have a combined limit of up to RM5.0 billion
in nominal value (collectively referred to as “Sukuk Programme”) based on the Islamic principle of Murabahah
(via a Tawarruq arrangement).
The tenures of the IMTN and ICP Programmes are for 15 and 7 years, respectively from the date of the first
issuance.
As at 31 December 2021, the series of IMTN that the Group has in issue consists of:
Nominal
Tranche Tenure Rate Maturity date value
% RM’000
The proceeds from IMTN have been partially hedged against interest rate risk using interest rate swaps as
disclosed in Note 19.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 195
Notes to the Financial Statements
31 December 2021
The maturities of the Group’s loans and borrowings at the reporting date are as follows:
Group
2021 2020
RM’000 RM’000
Interest
bearing
loans and Lease
borrowings liabilities Total
RM’000 RM’000 RM’000
Group
At 1 January 2021 2,871,138 2,580,895 5,452,033
Payment (375,000) (401,415) (776,415)
Non-cash changes:
Other changes 4,277 279,380 283,657
At 31 December 2021 2,500,415 2,458,860 4,959,275
Included in the other changes are transaction costs deducted against carrying amount of loans and borrowings
amortised under the EIR method, and accrued but not yet paid interest on interest-bearing loans and borrowings.
The Group classifies interest paid as cash flows from operating activities.
196 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group
2021 2020
RM’000 RM’000
The components and movements of recognised deferred tax liabilities and assets of the Group during the financial
year prior to offsetting are as follows:
Property,
plant and
equipment
and Right of
Contract Contract intangible use
costs assets assets assets Total
RM’000 RM’000 RM’000 RM’000 RM’000
Contract Lease
liabilities liabilities Others Total
RM’000 RM’000 RM’000 RM’000
Others relate to deferred tax assets mainly arising from deductible temporary differences on provisions.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 197
Notes to the Financial Statements
31 December 2021
Group
2021 2020
RM’000 RM’000
Non-current
Provisions (Note 23.1) 136,053 120,255
Current
Provisions (Note 23.1) - -
Total other liabilities 136,053 120,255
23.1 Provisions
Site
decommissioning Defined
and restoration benefit
costs plan Total
RM’000 RM’000 RM’000
Note (Note 26)
Group
Non-current
At 1 January 2021 120,226 29 120,255
Capitalised as property, plant and equipment 11(a) 11,933 - 11,933
Unwinding of discount 6 3,825 - 3,825
Additional provision 7(b) - 67 67
Paid during the financial year - (27) (27)
At 31 December 2021 135,984 69 136,053
Non-current
At 1 January 2020 53,284 11 53,295
Capitalised as property, plant and equipment 11(a) 52,532 - 52,532
Unwinding of discount 6 14,410 - 14,410
Additional provision 7(b) - 93 93
Paid during the financial year - (75) (75)
At 31 December 2020 120,226 29 120,255
198 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Employee
leave
Note entitlements
RM’000
Group
Current
At 1 January 2021/31 December 2021 -
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
The Group’s trade and other payables are non-interest bearing, and are subject to normal credit terms ranging from
30 to 60 days (2020: 30 to 60 days).
At 31 December 2021, the Group’s trade and other payables balances included exposure to foreign currency
denominated in USD, SDR and Norwegian Krone (“NOK”) amounting to RM34.2 million (2020: RM22.0 million), RM17.7
million (2020: RM14.6 million) and RM3.3 million (2020: RM26.5 million) respectively.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 199
Notes to the Financial Statements
31 December 2021
Group/Company
Number of ordinary shares Amount
2021 2020 2021 2020
Units (‘000) Units (‘000) RM’000 RM’000
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restrictions and rank equally with regard to the Company’s residual assets.
The Group operates an unfunded defined benefit plan for its eligible employees. The estimated obligations under
the retirement benefit scheme are determined based on actuarial valuation by a qualified independent actuary.
The amount recognised in the consolidated statement of financial position is determined as follows:
Group
Note 2021 2020
RM’000 RM’000
Group
Note 2021 2020
RM’000 RM’000
Group
2021 2020
% %
Assumption regarding future mortality are based on published statistics and mortality table.
200 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Company may distribute dividends out of its entire retained earnings as at 31 December 2021 and 2020
respectively, under the single-tier system.
28. Commitments
Capital commitments
Group
2021 2020
RM’000 RM’000
In addition to the above capital commitments, the Company had on 21 June 2021 entered into a conditional share
sale and purchase agreement for the acquisition of the entire equity interests in Celcom via a merger exercise by
way of a combination of the issuance of the Company’s new shares and the payment of a cash consideration of
RM1,692,733,818. Further details are disclosed in Note 34.
Group
2021 2020
RM’000 RM’000
Unsecured
Guarantees given to city councils for public infrastructure works 15,674 13,957
Guarantee given to MCMC on project tenders, utility providers, land owners for
security deposits and others 7,158 16,410
22,832 30,367
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 201
Notes to the Financial Statements
31 December 2021
(i) The immediate and ultimate holding company are as disclosed in Note 1; and
(ii) The Company’s subsidiaries are as disclosed in Note 15.
Significant transactions and balances with related parties of the Group during the financial year are as follows:
- Tapad Inc. - -
Services received on digital marketing
and distribution platform - 755
Amounts due (to)/from related companies which are all trade in nature are unsecured, non-interest bearing
and are subject to the normal credit terms for trade receivables and trade payables, respectively.
The directors are of the opinion that the above transactions are entered into in the normal course of business
and at standard commercial terms mutually agreed between both parties.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 205
Notes to the Financial Statements
31 December 2021
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group and of the Company, directly and indirectly, including directors of the
Group and of the Company.
The remuneration of key management personnel during the financial year was as follows:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Included in remuneration of key management personnel above are non-executive directors’ remuneration as
disclosed in Note 7(c).
In the normal course of conducting its business activities, the Group is exposed to a variety of financial risks,
which include credit, foreign currency, liquidity and interest rate risks. The Group’s overall risk management
programme seeks to minimise potential adverse effects of these risks on the financial performance of the
Group.
Credit risk is the risk of loss that may arise if a counterparty default on its obligations under a financial instrument
or customer contract, leading to a financial loss.The Group’s credit risk arises in the normal course of operations
(primarily from trade and other receivables, and contract assets) and from its financing activities, including
deposits with approved financial institutions.The maximum credit risk exposure is limited to the carrying amount
of each financial asset and contract assets less allowance for impairment.
206 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The credit risk is managed through formalised policies on credit assessment and approvals, credit limits and
monitoring procedures. Credit quality of each new customer is assessed based on an internally developed
credit scoring model using information such as external ratings and credit agency information. Individual risk
limits are set in accordance to the risk profile established for each customer, and are reviewed periodically.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected
credit losses. The provision rates are based on days past due for groupings of various customer segments with
similar loss patterns (i.e., customer type and rating). The calculation reflects the probability-weighted outcome,
and reasonable and supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions. The Group evaluates the concentration of risk with
respect to trade receivables and contract assets as low, as its customers base is large and diverse.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery, and
are not subject to enforcement activity. They are not secured by any collateral or credit enhancements.
Set out below is the information about the credit risk exposure on the Group’s trade receivables and contract
assets using a provision matrix:
Trade receivables
- Not past due 541,101 (13,067) 528,034
- 1 to 30 days past due 20,809 (1,914) 18,895
- 31 to 60 days past due 1,937 (1,140) 797
- 61 to 90 days past due 6,625 (1,626) 4,999
- 91 to 180 days past due 5,045 (3,800) 1,245
- More than 181 days past due 13,144 (7,493) 5,651
Total trade receivables 588,661 (29,040) 559,621
Trade receivables
- Not past due 513,021 (21,960) 491,061
- 1 to 30 days past due 11,558 (2,733) 8,825
- 31 to 60 days past due 2,164 (1,230) 934
- 61 to 90 days past due 5,688 (1,464) 4,224
- 91 to 180 days past due 9,955 (2,996) 6,959
- More than 181 days past due 14,674 (7,910) 6,764
Total trade receivables 557,060 (38,293) 518,767
Set out below is the movement in allowance for expected credit losses for trade receivables and contract
assets:
Trade Contract
Note receivables assets Total
RM’000 RM’000 RM’000
The Group’s credit risk also arises from cash and short-term deposits and other receivables. The credit risk is
managed through monitoring procedures.
Cash and short-term deposits are placed only with reputable licensed banks and other receivables mainly
consists of amounts due from a governement regulatory body and various city councils. The Group has
assessed that the credit risk from these financial instruments are low.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
(net of impairment) as disclosed in Note 31.7.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. The Group is exposed to foreign currency risk as a result of
transactions denominated in currencies other than its functional currency, arising from the normal business
activities. The currencies giving rise to this risk are primarily the USD, SDR and NOK. Although approximately
3% (2020: 4%) of the Group’s total expenses are denominated in the above-mentioned foreign currencies,
the settlements of these payables are on a net basis through clearing house services, together with revenues
earned from the same operators and partners. The Group also holds cash and cash equivalents denominated
in USD for working capital purposes. The Group’s foreign-denominated cash and cash equivalents at the
reporting date is disclosed in Note 20.
Exposure to foreign currency risk is monitored on an on-going basis and when considered necessary, the
Group will consider using effective financial instruments to hedge its foreign currency risk in accordance with
its foreign currency hedging policy. In line with the Group’s foreign currency hedging policy, hedging is only
considered for firm commitments and highly probable transactions of which hedging shall not exceed 100%
of the net exposure value. Speculative activities are strictly prohibited. The Group adopts a layered approach
to hedging, where a higher percentage of hedging will be executed for closer-dated exposures and with
time, increase the hedge as the probability of the underlying exposure increases. These derivatives and their
underlying exposures will be monitored on an on-going basis. However, these contracts are not designated as
cash flow or fair value hedge.
The Group’s foreign currency forward contracts are executed only with creditworthy financial institutions in
Malaysia which are governed by appropriate policies and procedures.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 209
Notes to the Financial Statements
31 December 2021
Details of the Group’s outstanding foreign currency forward contracts for the purpose of hedging certain
payables denominated in USD for which firm commitments existed at the reporting date, extends to January
and February 2022, are disclosed in Note 19.The effects of changes in the fair values of these derivative financial
instruments have already been included in the financial statements during the financial year.
Management believes that there is no reasonably possible fluctuation in the foreign exchange rate which
would cause any material effect to the Group’s profit for the financial year.
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage
of funds. The Group monitors and maintains a level of cash and cash equivalents deemed adequate by
management, for working capital purposes and to mitigate the effects of fluctuations in cash flows. The Group
invests only in highly liquid cash management funds, if any.
The Group’s and the Company’s trade and other payables and non-hedging derivative liabilities at the reporting
date, are short-term in nature, and are payable either on-demand or within one year. Details of maturities for the
Group’s loans and borrowings are as disclosed in Note 21.
The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities at the
reporting date based on contractual undiscounted repayment obligations.
On demand More
or within One to Two to than
one year two years five years five years Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
2021
Financial liabilities
Trade and other payables 1,148,800 - - - 1,148,800
Loans and borrowings 734,012 249,892 1,022,899 843,796 2,850,599
Lease liabilities 503,434 456,177 1,029,758 984,009 2,973,378
Derivative financial liabilities:
- Foreign currency
forward contracts 183 - - - 183
Total undiscounted financial
liabilities 2,386,429 706,069 2,052,657 1,827,805 6,972,960
210 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities at the
reporting date based on contractual undiscounted repayment obligations. (Cont’d.)
On demand More
or within One to Two to than
one year two years five years five years Total
RM’000 RM’000 RM’000 RM’000 RM’000
2020
Financial liabilities
Trade and other payables 1,106,057 - - - 1,106,057
Loans and borrowings 394,962 706,539 628,433 1,598,072 3,328,006
Lease liabilities 573,622 520,530 1,191,928 1,170,257 3,456,337
Derivative financial liabilities:
- Foreign currency
forward contracts 394 - - - 394
Total undiscounted financial
liabilities 2,075,035 1,227,069 1,820,361 2,768,329 7,890,794
Interest rate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate
because of changes in market interest rates.
The Group is exposed to interest rate risk primarily from floating rate financial liabilities.
The Group manages its interest rate risk by having a mixed portfolio of fixed and floating rate financial liabilities
that is consistent with the interest rates profiles acceptable to the Group. To manage this, the Group enters into
interest rate swaps, in which the Group agrees to exchange, at specified intervals, a fixed interest rate for floating
rates.
The notional principal amounts of the outstanding interest rate swaps and its fair value are disclosed in Note
19.1.
The Group’s policy in dealing with interest-bearing financial liabilities is to minimise the interest expense by
obtaining the most favourable interest rates available. A difference of 20 (2020: 20) basis points in interest rates
applicable for the Group’s entire loans and borrowings (excluding lease liabilities) would result in approximately
0.54% (2020: 0.34%) variance in the Group’s profit before tax for the financial year.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 211
Notes to the Financial Statements
31 December 2021
The management assessed that the fair values of cash and short-term deposits, trade and other receivables
and trade and other payables approximate their carrying amounts largely due to the short-term maturities of
these instruments and the insignificant impact of discounting.
The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:
The carrying amounts of the current portion of loans and borrowings are reasonable approximations of
fair values due to the insignificant impact of discounting.
The carrying amounts of floating-rate term loan and term financing-i are reasonable approximations of
fair values as they are floating rate instruments that are re-priced to market interest rates on or near the
reporting date.
The fair values of non-current portion of borrowings and debt securities are estimated by discounting
expected future cash flows at market incremental lending rate for similar types of borrowing, debt
instruments or leasing arrangements at the reporting date.
The fair value of foreign currency forward contracts is determined using quoted forward exchange rates
at the reporting date.
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows
based on observable yield curves.
Investment in equity instrument represents ordinary shares not quoted on any market and does not have
any comparable industry peers that is listed. The investment in unquoted equity instrument is not held for
trading.
The initial acquisition cost of the unquoted equity investment is an approximate estimate of its fair value
as the investee’s entity is in the start-up stage.
212 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
31.7 Classification
The carrying amounts of financial instruments under each category, are as follows:
Group Company
Note 2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Financial assets
Financial assets at fair value through OCI:
- Other investments 16 78 78 - -
The carrying amounts of financial instruments under each category, are as follows: (Cont’d.)
Group Company
Note 2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Financial liabilities
The following table provides the fair value measurement hierarchy of the Group’s financial assets and liabilities.
Financial assets/(liabilities)
measured at fair value:
The following table provides the fair value measurement hierarchy of the Group’s financial assets and liabilities.
(Cont’d.)
Financial assets/(liabilities)
measured at fair value:
There have been no transfers between Level 2 and Level 3 in the current financial year and prior financial year.
The fair value of unquoted equity investment is categorised as Level 3 as cost was estimated to be an appropriate
measure of fair value. There was no indicator that cost might not be representative of fair value.
The essence of the Group’s capital management strategy is to support its long-term strategic ambitions including:
Going-forward, the Group will continue to actively manage its capital structure to enhance shareholders’ value
and make adjustments to address changes in the economic environment and its business risk characteristics. The
Group had during the financial year ended 31 December 2009, revised its minimum dividend pay-out policy to at
least 80% of the Company’s profit for the financial year, and dividend payment frequency. The dividend policy will be
maintained subject to on-going assessment, and based on the availability of distributable reserves as well as the
Group’s future cash flow requirements and market conditions. These revisions and any other revision to its allocation
of capital resources are subject to the approval of the board of directors. No changes were made in the objectives,
policies or processes during the financial year ended 31 December 2021.
Segmental information is not presented as the Group is primarily engaged in the provision of mobile communication
services and its related products in Malaysia.
On 8 April 2021, Digi was informed by Telenor ASA (“Telenor”), the ultimate holding company, that Telenor and
Axiata Group Berhad (“Axiata”) are in discussion to merge the telecommunication operations of Celcom and
Digi, in which the parties will have an equal ownership of 33.1% each.
On 21 June 2021, Digi had entered into a conditional share sale and purchase agreement (“SPA”) with Axiata
for the proposed merger. Pursuant to the SPA, Digi and Axiata have agreed for Axiata to transfer 100% of the
equity of Celcom which shall be satisfied by:
(i) Digi issuing concurrently 3,956,507,988 fully paid-up new ordinary shares of Digi; and
(ii) Digi making cash payment of RM1,692,733,818.
On 24 November 2021, Digi had engaged with MCMC to initiate the merger assessment process in accordance
with MCMC’s Guidelines on Mergers and Acquisitions (the “Guidelines”) and the merger application had been
formally received by MCMC for its assessment in accordance with the Guidelines.
The transaction will be subject to relevant boards’ and shareholders’ approvals by Digi and Axiata, receipt of
regulatory approvals, and other customary terms and conditions. Barring any unforeseen circumstances and
subject to all the requisite approvals being obtained, the proposed merger is expected to be completed by the
second quarter of 2022.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 217
Notes to the Financial Statements
31 December 2021
In March 2020, the World Health Organisation officially announced the outbreak of COVID-19 as a global
pandemic. To counter the spread of COVID-19, the Malaysian government implemented the Movement
Control Order on 18th March 2020, which was then extended a few times or switched to either the Conditional
Movement Control Order, the Recovery Movement Control Order or the Enhanced Movement Control Order
(“EMCO”) based on the country’s pandemic situation from time to time. During these periods, the Group has
continued its operations with approval by the Malaysian Government as the Group is in the essential industry
to ensure the continuous provision of telecommunication services especially during the EMCO period in 2021.
The directors have assessed the overall impact of this situation towards the Group’s and the Company’s
operations, financial performance and cash flows and concluded there is no material adverse effect on the
Group’s and the Company’s financial statements for the financial year ended 31 December 2021.
Nevertheless, the directors will closely monitor the current developments of COVID-19 pandemic and at the
present the facilities and site works activities of the Group and of the Company are in normal and stable
operation.
On 11 February 2022, the Group has accepted an offer from the MCMC on granting the Group for the issuance of
2600MHz spectrum assignment (“SA”) at 2x10MHz band for a period of 5 years effective from 1 July 2022, at the price
component payment of RM11,760,000 being made in one lump sum before 14 February 2022 and annual fixed fee
payment of RM20,759,510 payable before 15 December throughout the assignment period.
Pursuant to the acceptance of the SA, the Group had made an upfront payment for the price component of the SA
to MCMC amounting to RM11,760,000. The upfront price component paid has been recognised as a prepayment
and will subsequently be reclassified to right of use assets and depreciated upon SA becoming effective on 1 July
2022 in accordance with MFRS 16: Leases.
The financial statements for the financial year ended 31 December 2021 were authorised for issue in accordance
with a resolution of the directors on 11 March 2022.
218 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Independent Limited Assurance Report to Digi.Com identification of stakeholders and material issues; and for
Berhad (“Digi”) and its subsidiaries (the “Group”) on the establishing and maintaining appropriate performance
Selected Sustainability Information for the year ended management and internal control systems from which the
31 December 2021 published in Digi’s Sustainability reported performance information is derived.
Report 2021
The Directors and the Management are responsible for
We, KPMG PLT, were engaged by Digi Telecommunications the prevention and detection of fraud and error mainly
Sdn. Bhd. (“DTSB”), a wholly-owned subsidiary of Digi, to through the implementation and continued operation of
provide limited assurance engagement on the Selected an adequate system of internal control.
Sustainability Information (the “Subject Matter”), listed
below, for the year ended 31 December 2021 as published The Directors and the Management are also responsible
in Digi’s Integrated Annual Report 2021 (the “Report”), in for ensuring that staff involved with the preparation and
the form of an independent limited assurance conclusion presentation of the description of the Subject Matter
as to whether the Subject Matter is in all material respects and the Report are properly trained, information systems
in accordance with the Group’s definition and calculation are properly updated and that any changes in reporting
methodologies which are disclosed in the Report including encompass all significant business units.
any significant inherent limitations, the (“Applicable
Criteria”). The Directors and the Management responsible for
disclosing to us their knowledge of: (i) known, actual or
Subject Matter possible non-compliance with laws or regulations that
have or may have a material effect on the Subject Matter
The Selected Sustainability Information covered by our and the Report; and (ii) allegations of or suspected fraud
limited assurance engagement for the financial year or dishonesty committed against the Group.
ended 31 December 2021 are:
The Directors and the Management are responsible to
• Customer Satisfaction Scores; make available to us the Subject Matter and the Report and
• Average online learning hours for employees (including any other information timely to facilitate the completion of
the period of 1 October 2020 to 31 December 2020); the engagement within the required time frame.
• Lost Time Injury Frequency (LTIF) score (limited to
permanent and contract employees); The Directors and the Management are responsible for
• Energy Consumption within the Group; disclosing to us facts that may affect the Subject Matter
• Scope 1 Carbon Emissions; and the Report, of which they may become aware during
• Scope 2 Carbon Emissions; the period from the date of the assurance report to the
• Scope 3 Carbon Emissions; date the Subject Matter and the Report are issued.
• Number of Future Skills For All (FS4) enrolment (up to 31
December 2021); and Our Responsibilities
• Number of new suppliers signing Digi’s Agreement of
Business Conduct (ABC). Our responsibility is to carry out a limited assurance
engagement and to express a conclusion based on the
The boundary of the limited assurance engagement by work performed and evidence obtained.
KPMG PLT represents the Group’s operations in Malaysia.
We conducted our engagement in accordance with
Board of Directors and Management’s Responsibilities the International Standard on Assurance Engagements
(“ISAE”) 3000 (Revised), Assurance Engagements Other
The Board of Directors of Digi and DTSB (the “Directors”) and Than Audits of Reviews of Historical Financial Information
the management of Digi and DTSB (the “Management”) and ISAE 3410, Assurance Engagements on Greenhouse
are responsible for the preparation and presentation of the Gas Statements, as adopted by the Malaysian Institute
Subject Matter in accordance with the Applicable Criteria, of Accountants (“MIA”). ISAE 3000 (Revised) requires
and the information and assertions contained within it; that we comply with the requirements of the By-Laws
for determining the objectives in respect of sustainable (On Professional Ethics, Conduct and Practice) of the
development performance and reporting, including the MIA including independence, and implement quality
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 219
Independent Assurance Report
control procedures that are applicable to the individual basis for our opinion. The risk of not detecting a material
engagement in accordance with the requirements of misstatement resulting from fraud is higher than for
International Standard on Quality Control (“ISQC”) 1, one resulting from error, as fraud may involve collusion,
Quality Control for Firms that Perform Audits and Reviews forgery, intentional omissions, misrepresentations, or the
of Financial Statements, and Other Assurance and Related override of internal control;
Services Engagements as adopted by the MIA and plan • Obtain an understanding of internal control relevant
and perform our engagement to obtain limited assurance to the engagement in order to design procedures that
that nothing has come to our attention that causes us to are appropriate in the circumstances, but not for the
believe that the Subject Matter, in all material respects, is purpose of expressing an opinion on the effectiveness
not prepared in accordance with the Applicable Criteria. of the Group’s internal control;
• Compare the Subject Matter presented in the Report
We have complied with the independence and other to corresponding information in the relevant underlying
relevant ethical requirements of the International Ethics sources on a sample basis to determine whether all the
Standards Board for Accountants’ International Code of relevant information has been appropriately included in
Ethics for Professional Accountants (including International the Report;
Independence Standards) (“IESBA Code”), which is • Evaluate the Subject Matter presented in the Report
founded on fundamental principles of integrity, objectivity, to determine whether they are in line with our overall
professional competence and due care, confidentiality knowledge of, and experience with, the sustainability
and professional behaviour. Those standards require performance of the Group;
that we comply with ethical requirements. We exercise • Evaluate the remainder of the Report to determine
professional judgement and maintain professional whether there are any material misstatements of fact or
scepticism throughout the audit. material inconsistencies based on our understanding
obtained as part of our assurance engagement.
Procedures Performed
The procedures performed in a limited assurance
Our limited assurance engagement on the Subject engagement vary in nature and timing from, and are less
Matter consists of making enquiries, primarily of persons in extent than for, a reasonable assurance engagement
responsible for the preparation of the Subject Matter and consequently the level of assurance obtained in a
presented in the Report, and applying analytical and other limited assurance engagement is substantially lower than
evidence gathering procedures, as appropriate. These the assurance that would have been obtained had a
procedures included: reasonable assurance engagement been performed.
Restriction of use
KPMG PLT
(LLP0010081-LCA & AF 0758)
Chartered Accountants
Petaling Jaya
20 March 2022
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 221
Corporate Information
Board of Directors
Haakon Bruaset Kjoel Yasmin Binti Aladad Khan Wenche Marie Agerup
Chair, Non-Independent Independent Non-Executive Director Non-Independent Non-Executive
Non-Executive Director Director
Corporate Directory
List of Properties
As at 31 December 2021
Net Book
Age of Value as at
Description / Existing Date of Building 31.12.2021
No. Location Tenure Use Acquisition Area (Years) RM’000
1 H.S. (D) No 92086 & 92087 Freehold Land with a building / 29.12.1997 22,529 sq ft 22 503
P.T. No 9 & No.10 Telecommunications
Pekan Seremban Jaya Centre
Daerah Seremban, Negeri Sembilan
2 Unit No 202-4-11 Freehold Apartment / Housing 26.01.1995 802 sq ft 24 63
Sri Bandar Besi base transceiver
Jalan Sungai Besi equipment
Sungai Besi, Kuala Lumpur
3 Unit No C16-2 Freehold Apartment / Housing 04.02.1995 2,249 sq ft 26 336
Indera Subang UEP base transceiver
Jalan UEP 6/2L equipment
UEP Subang Jaya, Petaling Jaya
Selangor
4 No 1-16.2, 16th Floor Freehold Apartment / Housing 25.01.1995 1,249 sq ft 25 126
Union Height, Taman Yan base transceiver
Jalan Klang Lama, Kuala Lumpur equipment
5 3rd Floor Freehold Apartment / Housing 29.03.1995 1,319 sq ft 24 48
Unit Pt 4888/4786 C base transceiver
Block TC-14 equipment
Taman Sri Gombak
Jalan Batu Caves, Selangor
6 4572, 7th Floor Freehold Apartment / Housing 07.02.1995 1,115 sq ft 24 98
Sri Jelatek Condominiums base transceiver
Section 10, Wangsa Maju equipment
Kuala Lumpur
7 32, PLO 151 Jln Angkasa Mas Utama Leasehold Land with a building / 12.05.1995 1.58 acres 25 4,103
Kawasan Perindustrian Tebrau II 30 years lease Telecommunications
81100 Johor Bahru, Johor (expiring in 2053) Centre
8 HS (D) 77, No. P.T. PTBM/A/081 Leasehold Land with a building / 23.03.1995 1 acre 45 1,192
Mukim 1, Kawasan Perusahaan 60 years Telecommunications
Perai, District Seberang Perai (expiring in 2033) Centre
Tengah, Pulau Pinang
9 Lot 36, Sedco Light Industrial Leasehold Land with a building / 12.06.1995 0.938 acre 39 1,346
Estate, Jalan Kelombong 60 years Telecommunications
Kota Kinabalu, Sabah (expiring in 2034) Centre
10 Lot 1220, Section 66 Leasehold Land with a building / 15.08.1995 4,124 sq ft 24 1,153
Kuching Town 60 years Telecommunications
Land District, Sarawak (expiring in 2036) Centre
11 No 112, Semambu Industrial Estate Leasehold Land with a building / 07.07.1995 4 acres 37 1,310
Kuantan, Pahang 66 years Telecommunications
(expiring in 2041) Centre
12 Unit No M803 Leasehold Apartment / 22.03.1995 1,100 sq ft 28 80
8th Floor, Sunrise Park 99 years Housing base transceiver
Ampang, Kuala Lumpur (expiring in 2088) equipment
13 H.S.(D) 12776, P.T. No. 15866 Leasehold Land with a building / 07.08.1996 7.5 acres 26 4,831
Mukim Bentong 99 years Earth Station Complex
District of Bentong, Pahang (expiring in 2091)
14 Plot D-38 Leasehold Land with Fixed Line 14.11.1997 25,521 sq ft 22 327
Taman Industri Prima Kota Fasa 1 99 years switch and base
Sector 3, Bandar Indera Mahkota (expiring in 2097) transceiver station
Kuantan, Pahang
224 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
List of Properties
As at 31 December 2021
Net Book
Age of Value as at
Description / Existing Date of Building 31.12.2021
No. Location Tenure Use Acquisition Area (Years) RM’000
Notes:
The Group does not adapt a revaluation policy on landed properties.
N/A denotes “Not Applicable”
Telecommunications Centre Under Rented Properties
1 Site No. 10341 - MSH Lot 30 2 Site No. 40521 - MMG 3 Site No. 10251 - MKL KL Plaza 4 Site No. 90142 - MSB Sibu
SHT Menglembu
Landlord : Ng Lee Lin Landlord : Jubli Raya Sdn. Landlord : Sinar Merdu Sdn. Landlord : Lee Yau Poh
Bhd. Bhd.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 225
At the Annual General Meeting held on 18 May 2021, the Company obtained a shareholders’ mandate to allow the
Group to enter into recurrent related party transactions of revenue or trading nature.
In accordance with Practice Note 12 of Main Market Listing Requirements of Bursa Securities, the details of recurrent
related party transactions conducted during the financial year ended 31 December 2021 pursuant to the shareholders’
mandate are disclosed as follows:-
Sales of
goods and Purchase of
Digi Group Digi and/
services goods and
with the or its Nature of transaction undertaken by/
during the services during
following subsidiary provided to Digi and/or its subsidiaries
financial the financial
related parties companies
year year
RM’000 RM’000
Telenor Group of Companies
Telenor Group DTSB Business service costs, which include consultancy, - 40,031
training programmes and advisory fees (“Business
Service Costs”)
Telenor Group DTSB Personnel services payable and professional fees 1,052 3,449
(“Professional Service”)
Telenor Group DTSB International Accounting Settlement. This refers to 16,487 17,689
an arrangement for interconnection services on
international traffic between foreign carriers
Telenor Group DTSB Global connectivity services Telenor Business Units - 3,043
(BUs) in Asia and to data centers for common
services
Telenor Group DTSB Services rendered on Enterprise Resource Planning - 4,749
(“ERP”) and enterprise applications
Notes:
1. Telenor Group refers to Telenor ASA and its subsidiary and related companies (including the associated companies). Telenor ASA
is the ultimate holding company of Digi.Com Berhad (Digi).
2. Digi Telecommunications Sdn. Bhd. (“DTSB”) is a wholly-owned subsidiary of Digi.
226 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
4.8 80.0
4.6 70.0
4.4 60.0
4.2
50.0
4.0
40.0
3.8
30.0
3.6
20.0
3.4
3.2 10.0
3.0 0.0
01-Jan-21
16-Jan-21
31-Jan-21
15-Feb-21
02-Mar-21
17-Mar-21
01-Apr-21
16-Apr-21
01-May-21
16-May-21
31-May-21
15-Jun-21
30-Jun-21
15-Jul-21
30-Jul-21
14-Aug-21
29-Aug-21
13-Sep-21
28-Sep-21
13-Oct-21
28-Oct-21
12-Nov-21
27-Nov-21
12-Dec-21
27-Dec-21
1Q21 2Q21 3Q21 4Q21
Our foreign shareholdings were relatively sustained at around 10.10% to 10.60%, as foreign investors stayed cautious amid
the high Covid-19 infectivity rate and subdued industry outlook.
Jan’21 Feb’21 Mar’21 Apr’21 May’21 Jun’21 Jul’21 Aug’21 Sep’21 Oct’21 Nov’21 Dec’21
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 227
Statistics on Shareholdings
As at 16 March 2022
Remarks:
* Less than 5% of issued shares
** 5% and above of issued shares
Number of Shares
Direct Deemed
Name Interest % Interest %
Notes:
(a)
Deemed interested by virtue of its 100% interest in Telenor Asia Pte Ltd.
(b)
Deemed interested by virtue of its 100% interest in Telenor Mobile Communications AS.
(c)
Deemed interested by virtue of its 100% interest in Telenor Mobile Holding AS.
228 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors
Haakon Bruaset Kjoel - - - -
Vimala V.R. Menon - - - -
Yasmin Binti Aladad Khan - - - -
Datuk Iain John Lo - - - -
Lars Erik Tellmann - - - -
Wenche Marie Agerup - - - -
NOTICE IS HEREBY GIVEN THAT the Twenty-Fifth Annual General Meeting (“25th AGM”) of Digi.Com Berhad (“the Company”)
will be conducted virtually through livestreaming and online voting via the Remote Participation and Electronic Voting
(“RPEV”) Facilities, for the purpose of considering and if thought fit, passing the following resolutions set out in this notice:
AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended
31 December 2021 and the Reports of the Directors and Auditors thereon.
(Please refer to Note 1 of the Explanatory Notes)
2. To re-elect the following Directors who are to retire pursuant to Article 98(A) of the
Company’s Articles of Association and being eligible, have offered themselves for
re-election:
3. To re-elect Datuk Iain John Lo who retires pursuant to Article 98(E) of the Company’s Resolution 3
Articles of Association and being eligible, has offered himself for re-election.
(Please refer to Note 2 of the Explanatory Notes)
4. To approve the payment of Directors’ fees of up to RM900,000 for the Independent Resolution 4
Non-Executive Directors and benefits payable to the Directors up to an aggregate
amount of RM16,000 from 14 May 2022 until the next AGM of the Company.
5. To re-appoint Messrs. Ernst & Young PLT as Auditors of the Company and to authorise Resolution 5
the Directors to fix their remuneration.
232 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
As Special Business
To consider and, if deemed fit, to pass the following resolutions:-
THAT approval be and is hereby given to Puan Yasmin Binti Aladad Khan who will
serve the Board as an Independent Non-Executive Director of the Company for a
cumulative term of more than nine (9) years on 23 July 2022, to continue to act as
Independent Non-Executive Director of the Company until the conclusion of the
next AGM.
THAT, subject to the provisions of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad, approval be and is hereby given to the Company and its
subsidiaries to enter into recurrent related party transactions of a revenue or trading
nature with Telenor and persons connected with Telenor as specified in Section 2.3
of the Circular to Shareholders dated 13 April 2022, which are necessary for the day-
to-day operations and/or in the ordinary course of business of the Company and its
subsidiaries on terms not more favourable to the related parties than those generally
available to the public and are not detrimental to the minority shareholders of the
Company and that such approval shall continue to be in force until:
(i) the conclusion of the next AGM of the Company following the forthcoming
AGM at which the Proposed Shareholders’ Mandate shall be passed, at which
time it will lapse, unless by a resolution passed at a general meeting, the
authority conferred by this resolution is renewed;
(ii) the expiration of the period within which the next AGM of the Company is
required to be held pursuant to Section 340(2) of the Companies Act 2016
(but shall not extend to such extension as may be allowed pursuant to Section
340(4) of the Companies Act 2016); or
whichever is earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete
and do all such acts and things (including executing all such documents as may
be required) as they may consider expedient or necessary to give effect to the
Proposed Shareholders’ Mandate.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 233
Notice of Annual General Meeting
“The shares in the original or any increased capital may be divided into several
classes and there may be attached thereto respectively any preferential, deferred
or other special rights, privileges, conditions or restrictions as to dividends, capital,
voting or otherwise.”
AND THAT the Directors of the Company be and are hereby authorised to do all
acts, deeds and things as are necessary and/or expedient in order to give full effect
to the Proposed Amendment to the existing Memorandum of Association of the
Company with full powers to assent to any conditions, modifications, variations and/
or amendments as may be required by any relevant authorities.
As Other Business
9. To transact any other business of which due notice has been given in accordance
with the Companies Act 2016 and the Company’s Articles of Association.
(A) NOTES
(i) As part of the continuing measures to stem the spread of the Coronavirus Disease (Covid-19), the 25th AGM of
the Company will be conducted on virtual basis through live streaming and online voting using RPEV facilities at
https://meeting.boardroomlimited.my. The procedures for members to register, participate and vote remotely
via the RPEV facilities are provided in the Administrative Guides for the 25th AGM.
(ii) Please follow the procedures set out in the Administrative Guides for the 25th AGM which is available on the
Company’s website at www.digi.com.my/annualreport/index.html to register, attend, speak (in the form of real
time submission of typed texts) and vote (collectively, “participate”) remotely via the RPEV facilities.
(iii) The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016
which requires the Chair of the 25th AGM of the Company to be present at the main venue in Malaysia.
Shareholders/Proxies/Corporate Representatives WILL NOT BE ALLOWED to attend the 25th AGM in person at
the Broadcast Venue on the day of the meeting. Any Shareholders or Proxies or Corporate Representatives who
turn up at the Broadcast Venue would be requested to leave the venue politely.
(iv) In respect of deposited securities, only Shareholders whose names appear on the Record of Depositors on
5 May 2022 (General Meeting Record of Depositors) shall be eligible to attend, participate, speak and/or vote
at the meeting.
(v) A shareholder entitled to participate at the 25th AGM is entitled to appoint not more than two (2) proxies to
participate on his/her behalf. Where a Shareholder appoints more than one (1) proxy, the appointment shall
not be valid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy.
(vi) A proxy or attorney need not be a Shareholder of the Company.There shall be no restriction as to the qualification
of the proxy. A proxy appointed to participate at the meeting shall have the same rights as the Shareholder to
speak at the Meeting.
(vii) Where a Shareholder of the Company is an Exempt Authorised Nominee which holds ordinary shares in the
Company for multiple beneficial owners in one securities account (omnibus account) as defined under the
Securities Industry (Central Depositories) Act 1991, there shall be no limit to the number of proxies which the
Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
(viii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly
authorised in writing, and in the case of a corporation, either under its common seal or under the hand of an
officer or attorney duly authorised.
(ix) The instrument appointing a proxy together with the power of attorney (if any) or a certified copy thereof
must be deposited at the Poll Administrator’s Office, Boardroom Share Registrars Sdn. Bhd. at Ground Floor or
11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul
Ehsan at least forty-eight (48) hours before the time appointed for the holding of the meeting or adjourned
meeting, otherwise the instrument of proxy should not be treated as valid. Alternatively, the Form of Proxy can
be submitted electronically via https://investor.boardroomlimited.com before the proxy form submission cut-
off time as mentioned in the above. For further information on the electronic submission of Form of Proxy,
kindly refer to the Administrative Guide. A Member is not precluded from attending the meeting in person after
lodging the instrument of proxy, however, such attendance shall automatically revoke the authority granted to
the proxy.
Governance Audited Financial Statements Other Information Integrated Annual Report 2021 235
Notice of Annual General Meeting
(x) Any Notice of Termination of Authority to act as Proxy must be received by the Company at least forty-eight
(48) hours before the time appointed for the holding of the meeting or adjourned meeting, failing which, the
termination of the authority of a person to act as proxy will not affect the following in accordance with Section
338 of the Companies Act 2016:-
(xi) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
the resolutions set out in the Notice of AGM will put to vote by way of poll. Poll Administrator and Independent
Scrutineers will be appointed to conduct the polling process and verify the results of the poll respectively.
1. Audited Financial Statements for the financial year ended 31 December 2021
The Audited Financial Statements under Item 1 of the Agenda are laid in accordance with Section 340(1)(a) the
Companies Act 2016 for discussion only. They do not require shareholders’ approval and hence, this agenda item
will not be put forward for voting.
The Board via the Nomination Committee has reviewed the performance of each Director subject for re-election,
through an annual assessment, are satisfied with the performance, contribution and effectiveness of the Directors.
Mr. Haakon Bruaset Kjoel, Mr. Lars Erik Tellmann and Datuk Iain John Lo being eligible, have offered themselves for
re-election at this AGM.
These three (3) retiring Directors have abstained from deliberations and decisions on their own eligibility and suitability
to stand for re-election at the relevant Board and Board Committees meetings. They do not hold any shares in the
Company and have no conflict of interests with the Company. The profiles of these retiring Directors are set out on
pages 84, 86 and 88 of the Integrated Annual Report 2021.
3. Ordinary Resolution 6 - Retention of Puan Yasmin Binti Aladad Khan as Independent Non-Executive Director
The Board via the Nomination Committee, through an annual assessment, has reviewed and recommended the
retention of Puan Yasmin Binti Aladad Khan who will serve the Board for more than nine (9) years on 23 July 2022 to
continue to act as Independent Non-Executive Director of the Company based on the following justifications:
• She fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
• Puan Yasmin’s vast experience enables her to provide the Board with a diverse set of experience, expertise,
skills and competence. She has good understanding of the industry and the Company’s business operations
which enable her to participate actively and contribute effectively for robust discussion at the Audit and Risk
Committee, Nomination Committee, Remuneration Committee and Board Meetings without compromising her
independence and objective judgement.
• She has exercised due care and promotes good corporate governance practices during her tenure as
Independent Non-Executive Director of the Company and carried out her duties in the best interest of the
Company.
236 Digi.Com Berhad At A Glance Message To Shareholders Strategies To Create Value How We Create Value
• Sufficient time is required by the Company to find a suitable successor for Puan Yasmin as an Independent
Non-Executive Director, who is also the Chair of the Nomination Committee and a member of Audit and Risk
Committee and Remuneration Committee to ensure an orderly succession plan.
Puan Yasmin has abstained from deliberation and decision on her retention as Independent Non-Executive Director
at the Nomination Committee and Board meetings. She does not hold any shares in the Company and has no
conflict of interests with the Company. The profile of Puan Yasmin is set out on page 87 of the Integrated Annual
Report 2021.
Ordinary Resolution 7 proposed under item 7 of the Agenda, if passed, will allow the Company and its subsidiaries
(“Group”) to enter into recurrent related party transactions, in accordance with paragraph 10.09 of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad, without the necessity to convene separate general meetings
from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur.
This would reduce substantial administrative time and expenses associated with the convening of such meetings
without compromising the corporate objectives of the Group or affecting the business opportunities available to the
Group. The shareholders’ mandate is subject to renewal on an annual basis.
This Special Resolution proposed under item 8 of the Agenda, if passed, will allow the Company to remove the
redundancy of the share capital clause under the no par value regime. The amendment will not have any effect on
the issued share capital, substantial shareholders’ shareholdings, net assets, gearing or earnings of the Company.
The Proposed Amendment to the Memorandum of Association of the Company shall take effect once it has been
passed by a majority of not less than seventy-five percent (75%) of such members of the Company who are entitled
to participate in person or by proxy at the 25th AGM.
Address:
Tel. No.: Email Address:
*And/or
Address:
Tel. No.: Email Address:
*And/or
or failing him/her, the *Chair of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty-Fifth Annual General Meeting
(“25th AGM”) of the Company to be conducted on virtual basis through live streaming and online voting via the Remote Participation and
Electronic Voting (“RPEV”) Facilities at the Broadcast Venue: Studio, Digi Telecommunications Sdn. Bhd., Lot 10, Jalan Delima 1/1, Subang
Hi-Tech Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan, Malaysia on Friday, 13 May 2022 at 10.00 a.m. or any adjournment thereof.
This proxy is to vote on the resolutions set out in the Notice of the Meeting, as indicated with an ‘X’ in the appropriate spaces below. If no specific
direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.
No. Resolution
Ordinary Business For Against
1 Re-election of Mr. Haakon Bruaset Kjoel as Director. Ordinary Resolution 1
2 Re-election of Mr. Lars Erik Tellmann as Director. Ordinary Resolution 2
3 Re-election of Datuk Iain John Lo as Director. Ordinary Resolution 3
4 Approval of the payment of Directors’ fees and benefits payable to the Independent Ordinary Resolution 4
Non-Executive Directors.
5 Re-appointment of Messrs. Ernst & Young PLT as Auditors of the Company and to Ordinary Resolution 5
authorise the Directors to fix their remuneration.
Special Business
6 Retention of Puan Yasmin Binti Aladad Khan as Independent Non-Executive Director. Ordinary Resolution 6
7 Proposed renewal of existing Shareholders’ Mandate for recurrent related party Ordinary Resolution 7
transactions of a revenue or trading nature, to be entered with Telenor ASA and persons
connected with Telenor ASA.
8 Proposed amendment to the Memorandum of Association of the Company. Special Resolution
Tel. No.
Notes:
(i) As part of the continuing measures to stem the spread of the Coronavirus Disease (Covid-19), the 25th AGM of the Company will be conducted on virtual
basis through live streaming and online voting using RPEV facilities at https://meeting.boardroomlimited.my. The procedures for members to register,
participate and vote remotely via the RPEV facilities are provided in the Administrative Guides for the 25th AGM.
(ii) Please follow the procedures set out in the Administrative Guides for the 25th AGM which is available on the Company’s website at www.digi.com.my/
annualreport/index.html to register, attend, speak (in the form of real time submission of typed texts) and vote (collectively, participate) remotely via the
RPEV facilities.
(iii) The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chair of the 25th AGM of the
Company to be present at the main venue in Malaysia. Shareholders/Proxies/Corporate Representatives WILL NOT BE ALLOWED to attend the 25th AGM in
person at the Broadcast Venue on the day of the meeting. Any Shareholders or Proxies or Corporate Representatives who turn up at the Broadcast Venue
would be requested to leave the venue politely.
(iv) In respect of deposited securities, only Shareholders whose names appear on the Record of Depositors on 5 May 2022 (General Meeting Record of
Depositors) shall be eligible to attend, participate, speak and/or vote at the meeting.
(v) A shareholder entitled participate at the 25th AGM is entitled to appoint not more than two (2) proxies to participate on his/her behalf. Where a Shareholder
appoints more than one (1) proxy, the appointment shall not be valid unless he/she specifies the proportions of his/her shareholdings to be represented
by each proxy.
(vi) A proxy or attorney need not be a Shareholder of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to
participate at the meeting shall have the same rights as the Shareholder to speak at the Meeting.
(vii) Where a Shareholder of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (omnibus account) as defined under the Securities Industry (Central Depositories) Act 1991, there shall be no limit to the number of
proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
Affix
Stamp
Here
(viii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, and in the case of a
corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
(ix) The instrument appointing a proxy together with the power of attorney (if any) or a certified copy thereof must be deposited at the Poll Administrator’s
Office, Boardroom Share Registrars Sdn. Bhd. at Ground Floor or 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling
Jaya, Selangor Darul Ehsan at least forty-eight (48) hours before the time appointed for the holding of the meeting or adjourned meeting, otherwise the
instrument of proxy should not be treated as valid. Alternatively, the Form of Proxy can be submitted electronically via https://investor.boardroomlimited.com
before the proxy form submission cut-off time as mentioned in the above. For further information on the electronic submission of Form of Proxy, kindly refer to
the Administrative Guides.A Member is not precluded from attending the meeting in person after lodging the instrument of proxy, however, such attendance
shall automatically revoke the authority granted to the proxy.
(x) Any Notice of Termination of Authority to act as Proxy must be received by the Company at least forty-eight (48) hours before the time appointed for the
holding of the meeting or adjourned meeting, failing which, the termination of the authority of a person to act as proxy will not affect the following in
accordance with Section 338 of the Companies Act 2016:-
a. the constitution of the quorum at such meeting;
b. the validity of anything he/she did as Chair of such meeting;
c. the validity of a poll demanded by him/her at such meeting; or
d. the validity of the vote exercised by him/her at such meeting.
(xi) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of AGM will
put to vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll
respectively.