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KFC HOLDINGS (MALAYSIA) BHD 65787-T

Moving in
Synergy
annual report 2009
Moving in Synergy
When we face in the same direction,
when we move as one, united in our goals,
there is nothing that can hold us back.
This is the cover theme for the 2009
annual report. Our distinct brands appeal
to different sections of the community,
but our shared direction is what makes
us a stand-out performer in the industry
– At KFC Holdings (Malaysia) Bhd
we define this unique
ingredient simply: Synergy.
contentS
ShareholderS’ overview Financial StatementS
FiNANCiAL HigHLigHTS 004 DireCTOrS’ repOrT 114
NOTiCe OF ANNuAL geNerAL MeeTiNg 006 BALANCe SHeeT 118
NOTiCe OF DiviDeND eNTiTLeMeNT 009 iNCOMe STATeMeNTS 119
STATeMeNT ACCOMpANyiNg STATeMeNTS OF CHANgeS iN equiTy 120
NOTiCe OF ANNuAL geNerAL MeeTiNg 011 CASH FLOW STATeMeNTS 122
NOTeS TO THe FiNANCiAL STATeMeNTS 124
our PerFormance in 2009 STATeMeNT By DireCTOrS 182
COrpOrATe STATeMeNT 014 STATuTOry DeCLArATiON 182
revieW OF OperATiONS 028 iNDepeNDeNT AuDiTOr’S repOrT 183
LiST OF prOperTieS HeLD 185
reliable corPorate citizen ANALySiS OF SHAreHOLDiNgS 195
COrpOrATe SOCiAL reSpONSiBiLiTy 040
FOrM OF prOxy
the corPoration
BOArD OF DireCTOrS 048
TOp MANAgeMeNT COMMiTTee 062
HeAD OF DiviSiON 063
SHAriAH ADviSOry COuNCiL 066
COrpOrATe iNFOrMATiON 067
grOup STruCTure 068

accountability
COrpOrATe gOverNANCe STATeMeNT 072
AuDiT COMMiTTee repOrT 088
STATeMeNT ON iNTerNAL CONTrOL 092
ADDiTiONAL COMpLiANCe iNFOrMATiON 096
Entering
New Territories
As we expand into India, we look forward
to introducing the great flavours of KFC
to a whole new group of communities.
Financial
Highlights

2005 2006 2007 2008 2009


RM’000 RM’000 RM’000 RM’000 RM’000

Revenue
Restaurants 1,073,422 1,164,078 1,335,317 1,628,876 1,723,677
Integrated Poultry 318,932 289,665 316,985 445,018 484,132
Ancillary 64,193 70,096 78,069 105,894 89,622

Total 1,456,547 1,523,839 1,730,371 2,179,788 2,297,431

Profit Before Tax 5,563 142,304 150,624 167,457 190,015

Profit/(Loss) Attributable To Equity Holders (32,459) 98,280 104,269 118,535 130,403

Total Assets 925,672 974,078 1,006,128 1,154,407 1,290,470

Shareholders’ Equity 437,043 528,476 602,021 692,158 791,757

Basic Earnings/(Loss) Per Share (Sen) (16.4) 49.6 52.6 59.8 65.8

Gross Dividend Per Share (Sen) 16 18 20 22 24

Share Price As At 31 December (RM) 4.10 5.40 6.40 7.45 7.40

NO. OF RESTAURANTS
KFC Malaysia 343 368 403 436 475
KFC Singapore 68 68 69 73 77
KFC Brunei 7 7 7 8 9

418 443 479 517 561

Kedai Ayamas 35 19 20 25 35
RasaMas Malaysia 14 15 22 34 40
RasaMas Brunei – – – 2 3

004 KFC holdings (malaysia) bhd


annual report 2009
190
2,297
2,180
167
151
1,730 142

1,524
1,457

05 06 07 08 09 05 06 07 08 09

REVENUE (rm million) profit before tax (rm million)

792

1,290 692
1,154
602
1,006 528
974
926
437

05 06 07 08 09 05 06 07 08 09

total assets (rm million) shareholders’ equity (rm million)

40
475
436 35
403 34
35
368
343

22 25
19
20

15
14

68 68 69 73 77

8 9
7 7 7
3
2
05 06 07 08 09 05 06 07 08 09

total kfc restaurants (No. of Restaurants) TOtal ayamas outlets (No. of Outlets)

KFC Malaysia Kedai Ayamas

KFC Singapore Rasamas Brunei


KFC Brunei Rasamas Malaysia

KFC holdings (malaysia) bhd


annual report 2009 005
Notice of
annual
general
meeting

NOTICE IS HEREBY GIVEN that the 30th Annual General Meeting of KFC Holdings (Malaysia) Bhd will be held at
Level 3, Wisma KFC, No 17 Jalan Sultan Ismail, 50250 Kuala Lumpur on Thursday, 29 April 2010 at 11:30 a.m.for the
following purposes:

AGENDA

1 To receive and adopt the Audited Financial Statements of the Company for the year ended 31 December 2009 and the
Reports of the Directors and Auditors thereon. Resolution 1

2 To approve the payment of a final dividend of 16 sen less 25% Malaysian income tax per share. Resolution 2

3 To approve the payment of Directors’ fees in respect of the financial year ended 31 December 2009. Resolution 3

4 a To re-elect the following Directors retiring pursuant to Article 89 of the Company’s Articles of Association:

i Jamaludin bin Md Ali Resolution 4


ii Hassim bin Baba Resolution 5

b To re-elect the following Director retiring pursuant to Article 96 of the Company’s Articles of Association:

i Datin Paduka Siti Sa’diah binti Sheikh Bakir Resolution 6

5 To re-appoint Messrs KPMG as Auditors of the Company and to authorize the Directors to fix their remuneration.
Resolution 7

6 As special business:

To consider and, if thought fit, to pass the following resolutions:

a Ordinary Resolution – Authority to allot and issue shares pursuant to Section 132D of the Companies Act 1965
(the “Act”)

“THAT subject always to the Act, Articles of Association of the Company and approvals from the Bursa Malaysia
Securities Berhad and other governmental or regulatory authorities, where such approvals shall be necessary, full
authority be and is hereby given to the Directors pursuant to Section 132D of the Act from time to time to issue
and allot ordinary shares from the unissued share capital of the Company upon such terms and conditions and at
such times as may be determined by the Directors of the Company to be in the interest of the Company provided
always that the aggregate number of shares to be issued pursuant to this Resolution shall not exceed 10 percent
of the issued share capital for the time being of the Company.” Resolution 8

006 KFC holdings (malaysia) bhd


annual report 2009
b Ordinary Resolution – Proposed Renewal of Share Buy-Back Authority

“THAT subject to the Companies Act 1965 (the “Act”), rules, regulations and orders made pursuant to the Act,
provisions of the Company’s Memorandum and Articles of Association and the Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby
authorized to purchase and/or hold such amount of ordinary shares of RM1.00 each in the Company’s issued
and paid-up share capital (“Proposed Share Buy-Back Authority”) through Bursa Securities upon such terms and
conditions as the Directors may deem fit in the interest of the Company provided that

a the aggregate number of shares so purchased and/or held pursuant to this ordinary resolution (“Purchased
Shares”) does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at
any one time; and

b the maximum amount of funds to be allocated for the Purchased Shares shall not exceed the aggregate of the
retained profits and/or share premium of the Company;

“AND THAT the Directors be and are hereby authorized to decide at their discretion either to retain the
Purchased Shares as treasury shares (as defined in Section 67A of the Act) and/or cancel the Purchased
Shares and/or to retain the Purchased Shares as treasury shares for distribution as share dividends to the
shareholders of the Company and/or be resold through Bursa Securities in accordance with the relevant rules
of Bursa Securities and/or cancelled subsequently and/or to retain part of the Purchased Shares as treasury
shares and/or cancel the remainder and to deal with Purchased Shares in such other manner as may be
permitted by the Act, rules, regulations, guidelines, requirements and/or orders of Bursa Securities and any
other relevant authorities for the time being in force.”

“AND THAT the Directors be and are hereby empowered to do all acts and things (including the opening and
maintaining of a central depositories account(s) under the Securities Industry (Central Depositories) Act, 1991)
and to take such steps and to enter into and execute all commitments, transactions, deeds, agreements,
arrangements, undertakings, indemnities, transfers, assignments, and/or guarantees as they may deem fit,
necessary, expedient and/or appropriate in the best interest of the Company in order to implement, finalise
and give full effect to the Proposed Share Buy-Back Authority with full powers to assent to any conditions,
modifications, variations (if any) as may be imposed by the relevant authorities.”

“AND FURTHER THAT the authority conferred by this ordinary resolution shall be effective immediately upon
passing of this ordinary resolution and shall continue in force until the conclusion of the next Annual General
Meeting (“AGM”) of the Company or the expiry of the period within which the next AGM of the Company is
required by law to be held (whichever is earlier), unless earlier revoked or varied by ordinary resolution of the
shareholders of the Company in general meeting, but shall not prejudice the completion of purchase(s) by
the Company before that aforesaid expiry date and in any event in accordance with provisions of the Listing
Requirements and other relevant authorities.” Resolution 9

KFC holdings (malaysia) bhd


annual report 2009 007
Notice of
annual
general
meeting

c Ordinary Resolution - Proposed Renewal of Existing Shareholders’ Mandate and additional mandate for KFC
Holdings (Malaysia) Bhd (“KFCH”) and its subsidiaries (“KFCH Group”) to enter into Recurrent Related Party
Transactions of a Revenue or Trading Nature with Related Parties (“Proposed Shareholders’ Mandate”)

“THAT authority be and is hereby given in line with Paragraph 10.09 of the Listing Requirements of the Bursa
Malaysia Securities Berhad (“Bursa Securities”), for the Company, its subsidiaries or any of them to enter into any
of the transactions falling within the types of the Recurrent Related Party Transaction, particulars of which are set
out in the Circular to Shareholders dated 6 April 2010, with the Related Parties as described therein, provided that
such transactions are of revenue and/or trading nature, which are necessary for the day-to-day operations of the
Company and/or its subsidiaries, within the ordinary course of business of the Company and/or its subsidiaries,
made on an arm’s length basis and on normal commercial terms which those generally available to the public and
are not detrimental to the minority shareholders of the Company;

AND THAT such authority shall commence immediately upon the passing of this Ordinary Resolution until:

i the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting
at which the ordinary resolution for the Proposed Shareholders’ Mandate for the Recurrent Related Party
Transactions is passed, at which time it shall lapse, unless the authority is renewed by a resolution passed at
the next AGM; or

ii the expiration of the period within which the next AGM after the date it is required by law to be held; or

iii revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting of
the Company,

whichever is earlier.

AND FURTHER THAT the Directors of the Company be authorized 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.” Resolution 10

7 To transact any other ordinary business of which due notice shall have been given.

008 KFC holdings (malaysia) bhd


annual report 2009
NOTICE OF
DIVIDEND
ENTITLEMENT

NOTICE IS ALSO HEREBY GIVEN that the final dividend of 16 sen less 25%Malaysian income tax per share will be paid
on 27 May 2010 to depositors who are registered in the Record of Depositors at the close of business on 6 May 2010
if approved by members at the 30th Annual General Meeting on 29 April 2010.

A Depositor shall qualify for entitlement only in respect of:

a Shares transferred into the Depositor’s Securities Account before 4.00 pm on 6 May 2010 in respect of the ordinary
transfers; and

b Shares bought on the Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to
the Rules of the Bursa Securities.

BY ORDER OF THE BOARD

MOHD ZAM BIN MUSTAMAN (LS 0009020)


IDHAM JIHADI BIN ABU BAKAR, ACIS (MAICSA 7007381)

Company Secretaries

Kuala Lumpur
6 April 2010

Notes:

1 A member of the Company entitled to attend and vote at the above Annual General Meeting (“AGM”) may appoint a Proxy to attend and vote in his
stead. A Proxy may but need not be a member of the Company. If the proxy is not a member of the Company, the proxy shall be an advocate or an
approved company auditor or person approved by the Companies Commission of Malaysia.

2 If the member is a corporation, the Proxy Form must be executed under its common seal or the hand of its duly authorized officer or attorney. If the
Proxy Form is signed under the hand of an officer duly authorized, it should be accompanied by a statement reading “signed as authorized officer
under an Authorisation Document which is still in force, no notice of revocation having been received”. If the Proxy Form is signed under the attorney
duly appointed under a power of attorney, it should be accompanied by a statement reading “signed under a Power of Attorney which is still in force,
no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance
with the laws of the jurisdiction in which it was created and is exercised, should be enclosed with the Proxy Form.

3 A member of the Company may appoint more than two (2) proxies to attend the AGM. Where a member of the Company appoints two (2) or more
proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholdings to be represented by each proxy.

4 Any alteration made in this form should be initialed by the person who signs it.

5 The Proxy Form and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority
must be deposited at Tricor Investor Services Sdn Bhd, Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
Lumpur, not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.

KFC holdings (malaysia) bhd


annual report 2009 009
NOTICE OF
DIVIDEND
ENTITLEMENT

Explanatory Notes on Special Business

1 Resolution Pursuant to Section 132D of the Companies Act 1965

The Ordinary Resolution proposed under item 6(a), if passed, will give the Directors of the Company, from the date
of the above General Meeting, authority to issue and allot ordinary shares from the unissued share capital of the
Company being for such purposes as the Directors consider would be in the interest of the Company. This authority
will, unless revoked or varied at a General Meeting, expire at the conclusion of the next Annual General Meeting of the
Company.

The Company had, at the 29th Annual General Meeting held on 30 April 2009, obtained its shareholders’ approval
for the general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 (“the Act”).
The Company did not issue any new shares pursuant to this mandate obtained as at the date of this notice.
The Ordinary Resolution 8 proposed under item 6(a) of the Agenda is a renewal of the general mandate for issuance
of shares by the Company under Section 132D of the Act. At this juncture, there is no decision to issue new shares.
If there should be a decision to issue new shares after the general mandate is obtained, the Company will make an
announcement in respect of the purpose and utilisation of proceeds arising from such issue.

2 Resolution pursuant to the Proposed Renewal of Share Buy-Back Authority

This resolution proposed under item 6(b) will empower the Directors of the Company to purchase the Company’s shares
up to ten percent (10%) of the issued and paid-up share capital of the Company by utilizing the funds allocated which
shall not exceed the total retained earnings and share premium of the Company. This authority will, unless revoked or
varied at a General Meeting, expire at the conclusion of the next Annual General Meeting of the Company.

Further information on the Proposed Renewal of Share Buy-Back Authority are set out in the Circular to Shareholders
of the Company which is dispatched together with the Company’s Annual Report for the year ended 2009.

3 Resolution pursuant to the Proposed Shareholders’ Mandate

This resolution proposed under item 6(c) will enable KFCH Group to enter into any recurrent transactions of a revenue
or trading nature which are necessary for the KFCH Group’s day-to-day operations, subject to the transactions being
in the ordinary course of business, made at arm’s length and on normal commercial terms and are not to the detriment
of the minority shareholders of the Company.

Further information on the Proposed Shareholders’ Mandate are set out in the Circular to Shareholders of the Company
which is dispatched together with the Company’s Annual Report for the year ended 2009.

010 KFC holdings (malaysia) bhd


annual report 2009
STATEMENT
ACCOMPANYING
NOTICE OF ANNUAL
GENERAL MEETING

1 DIRECTORS WHO ARE STANDING FOR RE-ELECTION AT THE ANNUAL GENERAL MEETING

a The Directors retiring by rotation pursuant to Article 89 of the Articles of Association are:

i Jamaludin bin Md Ali

ii Hassim bin Baba

b The Director retiring by rotation pursuant to Article 96 of the Articles of Association is:

i Datin Paduka Siti Sa’diah binti Sheikh Bakir

The details of the directors seeking re-election are set out in the Directors’ Profiles which appear on pages 048 to
058 of the Annual Report.

2 DETAILS OF ATTENDANCE AT BOARD MEETINGS HELD IN THE FINANCIAL YEAR ENDED 31 DECEMBER 2009

There were five (5) Board Meetings held during the financial year ended 31 December 2009 and the following are the
details of the Board attendance:

Name of Directors No of Meetings Attended

1 Tan Sri Dato’ Muhammad Ali bin Hashim 5/5

2 Ahamad bin Mohamad 5/5

3 Jamaludin bin Md Ali 5/5

4 Kua Hwee Sim 5/5

5 Datin Paduka Siti Sa’diah binti Sheikh Bakir (Appointed on 1 January 2010) –

6 Tan Sri Dato’ Dr Yahya bin Awang 4/5



7 Datuk Ismee bin Ismail (Appointed on 1 March 2009) 2/4

8 Hassim bin Baba 5/5

3 THE 30TH ANNUAL GENERAL MEETING WILL BE HELD AT LEVEL 3, WISMA KFC,
NO 17, JALAN SULTAN ISMAIL, 50250 KUALA LUMPUR ON THURSDAY, 29 APRIL 2010 AT 11.30 A.M.

KFC holdings (malaysia) bhd


annual report 2009 011
Bringing
Families Together
In restaurants and in parks, across
generations and across the country,
KFC brings people together to share
special moments and great flavours.
corPorate
Statement

FelloW shareholders

We Are pLeASeD TO ANNOuNCe THAT Our grOup HAS OuTperFOrMeD iTSeLF eveN iN THe FACe OF
THe WOrST FiNANCiAL CriSiS OF THiS geNerATiON. COMMiTMeNT TO THe priNCipLeS OF expANSiON
AND prOMOTiON, iN ADDiTiON TO THe iMpLeMeNTATiON OF STrATegiC COST CONTrOL iNiTiATiveS,
HAS pAiD OFF WiTH reCOrD reSuLTS.

THe SuSTAiNeD OuTSTANDiNg perFOrMANCe gOeS TO prOve THe pOiNT THAT THe STrATegiC SHiFTS
puT iN pLACe upON THe TrANSFer OF STeWArDSHip OF THe grOup THAT OCCurreD SiNCe 2007 HAD
CreATeD AND ADDeD TreMeNDOuS vALue.
THeSe STrATegieS HAve FuLLy LeverAgeD
THe FuNDAMeNTAL iNHereNT STreNgTHS
AvAiLeD TO THe grOup SuCH AS FrOM iTS
pOWerFuL gLOBAL BrANDS, iTS eFFeCTive
OperATiNg SySTeMS AS WeLL AS iTS
DyNAMiC BuSiNeSS MODeL.

iT giveS uS greAT pLeASure TO


preSeNT THe COrpOrATe STATeMeNT
OF KFC HOLDiNgS (MALAySiA) BHD
(KFCH) FOr THe FiNANCiAL
yeAr eNDeD 31 DeCeMBer 2009.

tan sri dato’ muhammad


ali hashim (seated)
Chairman

ahamad mohamad (left)


deputy Chairman

Jamaludin md ali
managing direCtor

014 KFC holdings (malaysia) bhd


annual report 2009
2009 eConomiC revieW

All ASeAN countries have faced a tough year, with some


dipping into recession. The global economic Crisis
washed over the region, in the process spreading the
effects of low exports, high commodity prices, job losses
and general market volatility. poor economic prospects
led a number of governments, including Malaysia, to
instigate stimulus packages. The good news is that these
initiatives appear to be working; third and fourth quarter
figures are showing a bounce back from the first half of
the year. As a result, KFCH is cautiously optimistic that
the worst of the crisis is over, in South east Asia at least.

At year end, Malaysia posted a gDp growth of -1.7%,


significantly lower than the positive growth of 4.6% in
2008. As mentioned above, the government’s stimulus
packages have resulted in a brighter end to the year: the
economy grew by 4.5% in the fourth quarter. Sustained
growth in private consumption and increased public
sector spending contributed to higher domestic demand.
Meanwhile, Malaysia’s export performance benefited Singapore, on the other hand, endured a turbulent
from improvements in external demand, particularly from economic ride. At year end, gDp growth was at -2%, from
regional economies, and from stronger commodity prices. 2008’s positive of 1.4%. Although the overall gDp for the
year registered a decline, the Singaporean economy has
been rebounding since the second quarter. The third quarter
saw expansion in all sectors of the economy. growth was
pervasive among the manufacturing and services sectors,
while construction activities remained high.

2009 FinanCial highlights

We are pleased to announce a record set of results for 2009,


testament to the vision of our Board and management
team whose strategy of restaurant expansion coupled
with aggressive marketing promotions and cost control
initiatives has proved to be a winning formula. group
revenue reached rM2,297.4 million for the current financial
year, representing a growth of 5.4% over prior year’s
rM2,179.8 million. The group registered a profit before
tax of rM190 million, against 2008’s rM167.5 million.

KFC holdings (malaysia) bhd


annual report 2009 015
corPorate
Statement

The key financial highlights for 2009:


• KFC Restaurants segment registered a 5.8% revenue
growth to rM1,723.7 million from rM1,628.9 million
in 2008.
• KFC Malaysia’s restaurant division achieved another
record breaking year, generating a revenue of
rM1,365.5 million, compared to rM1,284.4 million
in 2008.
• KFC Singapore also achieved record sales, bringing in
revenue of rM342.7 million against rM330.8 million
in the previous year.
• KFC Brunei’s revenue rose to RM15.5 million from
rM13.7 million in 2008.
• Integrated Poultry segment recorded an 8.8% revenue strategiC initiatives
growth to rM484.1 million from rM445 million in the to enhanCe perFormanCe
previous year.
• KFC Marketing reported an increase in revenue Our financial performance is a testament to the success
of 132% to rM200 million as against prior year’s of our strategic initiatives. Highlights for 2009 included:
rM86.3 million.
• The newly corporatised KFC Events achieved first- • KFC expanded its regional network by opening net
year revenue of rM2.7 million. 44 stores across Malaysia, Singapore and Brunei.
• A streamlined total of 66 KFC restaurants are now
open 24-hour a day, while an additional six restaurants
operate extended hours through to 2.00 am.
• The hugely successful Jom Jimat value meal was
launched by KFC Malaysia, giving consumers a full
meal plus a soft drink from only rM4.90.
• The long awaited promotional launch of KFC a.m.
in Singapore was a huge success, driving dine-in
sales mix for breakfast from 4% to 7% during the
mailer period and as high as 11% during the Tv
advertising period.
• Image enhancement works continued across our
restaurants chains, across the country in an effort
to attract new customers.
• KFC Marketing launched six new chicken products
onto the market including Crispy Fried Tom yam
Chicken, BBq Combo, Chicken Frankfurters and
Chicken Nuggets. it also introduced innovative
marketing strategies to capture the lower-end of the
market under the concept of Base of pyramid (BOp)
and Sudut Ayamas (Shop-in-Shop).

016 KFC holdings (malaysia) bhd


annual report 2009
•  FC Marketing also acquired the rights to import
K Increasing Strength in Depth
pasta and olive oil products under the Divella of Italy
brand. These new products are available for sale at KFCH retains its commitment to issuing strong
retail stores across the nation. shareholder returns while strengthening the Group. There
• Our new Primary Processing Plant at Bandar Tenggara, have been a number of highlights over the course of 2009
Johor, had a successful first full year of operation. that demonstrate this commitment.
• Our catering arm was corporatised under the banner
of KFC Events Sdn Bhd. The company provides onsite
catering at corporate events of all sizes, as well as the
selling of the Group’s product and cash vouchers.
• In 2009, we launched another six new RasaMas
stores in Malaysia and one in Brunei.
• The success of our Syoknya RasaMas Roaster
Cook-Off reality television cookery contest enhanced
RasaMas brand awareness and brought many new
faces into the RasaMas restaurants.
• 10 new Kedai Ayamas stores were opened across
Malaysia, while many new products were added to KFCH became a subsidiary of QSR Brands Bhd (QSR)
its range. on 2 January 2009 after the Group purchased a further
865,000 shares. This increased the Group’s share in KFCH
to 50.25%, giving QSR majority control of the company.
This control will enable the management to streamline
the initiatives of KFCH in tandem with other companies
in the stable. KFCH now has the advantage of increased
economies of scale and total operational stability. We are
confident that this move will result in increased returns for
shareholders going forward.

In the year under review, KFC Malaysia continued with


its plans to regionalise its operations. A regional entity
operates as a decentralised unit, empowered to drive
performance of restaurants in various states under the
region. Besides presenting better career advancement
Dividends
opportunities, decentralisation and regionalisation offer
enhanced operational efficiency through faster decision
KFCH continues to strive for healthy returns for our
making, cost control advantages and healthy competition
shareholders. Another strong financial performance has
between various regional units, all of which are expected
enabled the Board of Directors to recommend a final
to improve profitability. Following the successful
dividend of 16 sen less tax of 25% per ordinary share
regionalisation of KFC East Malaysia operations, the
bringing the total dividend for the financial year 2009 to 24
concept was recently introduced in the Northern region,
sen per ordinary share (comprising an interim dividend of
covering the states of Perlis, Kedah, Penang and Perak.
eight sen and a final dividend of 16 sen). This represents a In the likelihood that decentralisation proves viable for the
two sen increase over the total dividends paid per ordinary Northern region, it will then be applied to other regions
share for the financial year 2008. throughout Malaysia.

KFC holdings (malaysia) bhd


annual report 2009 017
corporate
statement

talent within the Group. As a tool for empowering fresh,


young talents, the scheme is unsurpassed. Those who
meet the selection criteria are accorded the opportunity
to own up to a 25% equity stake in a RasaMas restaurant.
This element of ownership drives the executives to greater
heights of dedication, motivation and initiative, which in
turn increases the Group’s bottom line. As of 28 February
2010, eight RasaMas Intrapreneurs were in operation.

The positive effect that the Intraprenuer scheme has


had on the profitability at RasaMas restaurants led us to
consider other parts of the business where the model could
A milestone in the history of the Group occurred after bring about improved results. The Group then moved to
KFCH signed a Memorandum of Agreement with Yum! extend the Intrapreneur scheme to the Integrated Poultry
Restaurants (India) Pvt. Ltd. to operate KFC restaurants Farming sector in order to fulfill the growing requirement
in Mumbai and Pune, two of the most densely populated for chickens from our restaurant chains. The plan was
cities in India. The deal was signed at the World Halal set in motion by the purchase of 162 hectares of land in
Forum 2009 in the presence of heads of states, industry Sedenak, Johor. Eight Intrapreneur farms have been built
leaders and academics. This strategic foothold in India as of 31 December 2009, each producing an average of
is expected to spearhead our restaurant operations and 50,000 birds per cycle. Once all farms are operational,
other business investments and activities in India. From the Group will have a total capacity of one million birds
an immediate operational viewpoint, it is our goal to open per cycle. The Group currently has seven Intraprenuer
12 new restaurants across these cities in 2010. farmers covering its seven farms.

2009 saw the corporatisation of KFC Events Sdn Bhd


under the KFCH banner. KFC Events has two core revenue
generating elements. First, it provides onsite catering at
corporate events of all sizes, and has already served a host
of big name clients including Telekom Malaysia, Tenaga
Nasional and Toyota Malaysia. Second, it sells KFC
vouchers to corporate customers who then commonly
give these out to their own staff, customers or suppliers.
Not only does this bring cash into our business, it also
provides us the opportunity of making loyal customers
out of voucher holders who might otherwise not have
visited our restaurants.

The Group is always looking for ways to boost the


motivation of our employees, which is why at RasaMas
restaurants we continue to offer Johor Corporation’s
successful Intrapreneur Scheme. The Intrapreneur Scheme
was first rolled out by Johor Corporation in 1999, and since
then has provided strong guidance to entrepreneurial

018 KFC holdings (malaysia) bhd


annual report 2009
Strengthening the capabilities of our employees is always a The goal of the second strategic approach is to create
priority for the Board and management. To help us achieve new business opportunities and increase the earning
a new standard of expertise for our staff, the Ministry of power of the poor through involving them in the marketing
Education and Higher Learning approved our acquisition of products specially catered to the lower-end of the
of Paramount International College in January 2010. The market, or the Base of the Pyramid (BOP). These markets
College will serve as a seat of learning to train employees will be tapped into with a new brand name called Ayamas
in the disciplines of business, hospitality, culinary arts, Jimat. The value-price product range of Ayamas Jimat
restaurant management and Halal management studies, is made up of Further Processed Products including
enabling them to enrich careers with the Group. To kick- chicken balls, nuggets and frankfurters amongst others.
start its training programme, KFCH has allocated RM1 This new strategic approach involves appointing selected
million to fund employees who wish to pursue education individuals from the lower socio-economic sections of
in their areas of specialisation. On another positive note, Malaysian society, especially housewives and single
the acquisition presents an opportunity to move into the mothers as distributors of Ayamas Jimat products under
growing education sector, resulting in a new revenue the concept of ‘Usahawan Bistari’. This empowerment
stream for KFCH. of the less fortunate is an added bonus for the Group.
In the long term, the success of our ‘Usahawan Bistari’
approach will lead to a strengthening of the Ayamas brand
name and generating greater revenue for the Group, while
at the same time improving the economic wellbeing of
lower-income groups.

Another initiative saw the Group team up with universities


and colleges throughout the country to provide graduates
with the opportunity to pursue a career in business. The
result was the launch of Ayamazz Sdn Bhd, a business
that sees graduates operate ‘Roti Impit’ or Hot Dog
Stalls, stocked with Ayamas products. The pilot project
was started in December 2009 at UiTM, and so far the
‘Roti Impit’ graduates have been receiving training while
selling their products around the UiTM campuses. Once
they are fully trained, they will be able to expand their
bases of operation into public places all over the country.
To further strengthen our business, KFC Marketing has Ayamazz is a triple-win venture as the Government
developed two strategic approaches to increase our benefits from lower unemployment rate among graduates,
market penetration. The first, Sudut Ayamas (or Shop- the graduates benefit from running their own business,
in-Shop), involves the rollout of chest freezers with and the Group benefits from a share of the revenue and
accompanying display racks, which are fully stocked with increased branding exposure.
Ayamas and other of the Group’s products. The Sudut
Ayamas freezers are fully branded and grab the attention
of consumers as they browse through supermarkets and
hypermarkets. The approach will see 2,000 Sudut Ayamas
freezers installed at retail outlets across Malaysia.

KFC holdings (malaysia) bhd


annual report 2009 019
corPorate
Statement

boosting perFormanCe

each year we derive the energy to sustain and improve


upon our financial results through a range of performance
enhancing tools. One of these tools is called ‘pedoman’.
it is an open discussion platform held annually throughout
the Johor Corporation group of companies. ‘pedoman’
acts as a platform for leadership, management and staff to
engage in open and transparent dialogue to promote trust
and bonding. everyone, from restaurant managers to the
Chairman himself is encouraged to share ideas, concerns,
past performances and future plans during dialogue
sessions. Due to the sustained economic crisis affecting
the countries we operate in, the theme for pedoman 2009
was a continuation of 2008’s ‘Business Jihad’.

‘Business Jihad’ promotes ethical business values and


serves to remind us that everything we do is done only
through the continued support of the community. in a
business sense, Jihad is a beacon that leads us to contribute
to society, nature, the environment and our immediate
stakeholders by operating sensitively and responsibly,
especially during these tough economic times.

Another method that helps our people enhance business


performance is through adherence to a set of Key
Two important infrastructure projects were completed
erformance indicators (Kpis). We make the group’s
performance
during 2009 to boost production performance. First,
Kpiss measurable and achievable, thereby ensuring a
Ayamas Food Corporation Sdn Bhd upgraded the
greater level of ‘buy-in’ from staff. We also connect Kpi
capacity of its plant B plant in Klang, which produces
achievement to incentives, rewarding
Ayamas’ Further processed products such as nuggets,
hardworking staff for consistent high
frankfurters, and others to meet the growing demand from
performance, which in turn motivates
the group’s restaurant chains and open market, as well
less industrious staff to redouble
as serve the expanded demand created from the group’s
their efforts.
BOp projects. The rM18.5 million upgrade which was
completed in January 2010 increased the plant’s capacity
from 950MT (metric tonnes)/month to 1,500MT/month.
Second, region Food industries Sdn Bhd upgraded the
capacity of its mayonnaise production plant from 167MT
to 334MT at a total cost of rM4.5 million. This was in
response to increased demand for mayonnaise from all
KFC and pizza Hut restaurants in Malaysia and Singapore,
plus the need to supply the open market.

020 KFC holdings (malaysia) bhd


annual report 2009
Our rESTauraNTS cOuld alMOST BE MiSTakEN
FOr arT gallEriES wiTh ThEir cONTEMpOrary
FurNiShiNgS, SOFT lighTiNg aNd cOlOurFul
picTurES adOriNg ThE wallS, all cOMBiNiNg
TO crEaTE a wElcOMiNg diNiNg aMBiaNcE.

KFC holdings (malaysia) bhd


annual report 2009 021
corPorate
Statement

A specific example at the restaurant level is the use of our


Balanced Score Card incentive scheme. When restaurant
managers achieve an agreed level of sales while fulfilling
other criteria such as restaurant cleanliness and accuracy
of orders, they win points which can be converted into
monetary rewards, thereby motivating managers to
enhance their operational effectiveness. in other parts
of the business Kpis are used to monitor performance
against organisational goals and to measure corporate
achievement.

Hari Mekar (an acronym for Mengejar Kecemerlangan


Dalam Kualiti or the pursuit of excellence in quality), our
annual quality movement aimed at driving performance,
was held in November of 2009. The theme for this year’s
event was “Be innovative, Stay Competitive”. Over the
course of the event, staff held discussions on ways to
increase sales, reduce costs, enhance profitability,
improve efficiency and promote creativity. As well as being
a discussion platform, Hari Mekar also has a competitive
element to it. Teams from within the group can compete
across three categories: innovative Creative Circle,
Cempaka (Suggestions and ideas) and poster. it gives
us great pleasure to announce that our holding company,
qSr, won the Johor Corporation Overall Champion’s
Trophy for the third straight year.

improving governanCe

KFCH is a strong advocate of good corporate governance.


We believe in being a transparent, accountable and
responsible corporate citizen, which is one of the reasons
why we are seen as an industry leader. Our Human
resources department carries out regular training
initiatives to ensure that our people, from senior
management right down to the front line service
staff, approach their jobs with integrity, honesty and
accountability.

022 KFC holdings (malaysia) bhd


annual report 2009
A Leader in Corporate The popularity of the KFC Catur Bistari Challenge led
Social Responsibility to the signing of a Memorandum of Agreement (MOA)
between Johor Corporation, KFCH and Bistari Young
The Board and management at KFCH will continue Entrepreneur Sdn Bhd. The MOA, signed in November
to adhere to the values of responsibility, integrity and 2009, was put into effect to facilitate the creation of a
compassion in all areas of our business. In doing so, we new version of the board game more age-appropriate for
are determined to make a positive contribution to society a younger demographic group. The core elements remain
while building confidence and goodwill among our the same and the game, called ‘Cilik Bistari’, is still geared
stakeholders. To achieve this we adhere to wide-ranging towards promoting the values of entrepreneurship. Cilik
Corporate Social Responsibility (CSR) programmes Bistari Sdn Bhd was set up to effectively run this new
spread out over six pillars. These are: To champion venture, which is aimed at children and teens aged nine
the Halal cause, to improve educational standards, to to 14. Key distribution channels for the game are KFC
encourage entrepreneurial development, to promote a outlets, schools and the open market.
healthy lifestyle, to foster a sense of national unity, and to
help the less fortunate. KFCH continues to promote the benefits of a healthy and
active lifestyle for the community by sponsoring a diverse
The Group is committed to the promotion of Halal food mixture of sporting events and the teams that compete
and the Halal industry as a whole. During 2009, we in them. We remain the official sponsor of Johor FC, and
sponsored the World Halal Forum which saw heads of this year were honoured to be the primary sponsor of
states, industry leaders and academics come together Johor’s JKing Futsal Challenge, held during October and
to discuss Halal best-practices and ways to move the November. We also sponsor sailing activities organized
industry forward. We also participated in MIHAS, or the by the Malaysian Yachting Association (MYA) and help
Malaysian International Halal Showcase, which brings local yachtsmen and women to achieve success in
together exhibitors, trade buyers and the who’s who of national and international competitions. An example of
the ASEAN food and beverage industry. such success stories is the recent IODA Asian Sailing
Championship 2009 which saw the MYA team put up a
The Board and management of KFCH are mindful of the stellar performance earning them the second placing.
responsibility to engage the interests of future generations. Other sports we have championed through the year
To this end, we hold an annual business board game include squash and kiting.
competition which promotes entrepreneurship among
youths and young adults. It is called the KFC Catur
Bistari Challenge. The competition is undertaken with
Bistari Young Entrepreneur Sdn Bhd, a member of Johor
Corporation and the developer and marketeer of the Catur
Bistari board game. Nearly 1,000 finalists competed at
state-level in October 2009 for the chance to reach the
national playoffs, which was recently held at the Persada
International Convention Centre in Johor.

KFC holdings (malaysia) bhd


annual report 2009 023
cuSTOMErS arE MET wiTh a TrEaT FOr ThE EyES
aNd a FEaST FOr ThE SENSES aS warM lighTiNg
cOMplEMENTEd By MOdErN décOr iNviTES
ThEM TO SpENd TiME iN Our rESTauraNTS.

024 KFC holdings (malaysia) bhd


annual report 2009
Following in the footsteps of the previous year, more than
2,500 staff members and their families took part in the
‘Be The Movement’ charity walk in aid of Hunger Relief
2009. We were able to raise over RM1.1 million through
the sale of notebooks and donations nationwide. More
charitable giving occurred when the company and its
employees raised money for victims of the devastating
Padang earthquake in Indonesia.

In the year under review, the Group moved to consolidate


our Corporate Social Responsibility programmes under
one roof by proposing the creation of the Yayasan Amal
Bistari foundation. The Foundation will coordinate all
future CSR programmes from across the brand stable.
This will see us benefit from improved economies of scale
and increased strategic alignment. In undertaking this
exercise the Group will maximise financial productivity,
thereby increasing its potential for charitable giving.

Recognition of Our Achievements

Our continuing commitment to win the hearts and minds


of consumers was recognised in 2009 with a host of
awards and industry recognition. KFCH continues its fine
run of recent success by collecting the Franchisee of the
Year 2009 award from Yum! Restaurants International
Our company is especially motivated to help the while along the way being recognised for our advertising
communities we operate in. A multitude of initiatives were efforts with the Yum! Reel Advertising Excellence Brand
carried out through the year to help the needy and less 2009 and an Effie Award (Bronze). It gives us great pleasure
fortunate sections of these communities. We extend a to inform you that KFC was honoured with the Best
helping hand to those who have been affected by poverty, Brand in the Food & Beverage – Fast Food Category at
the BrandLaureate Awards 2008/2009. Rounding out the
poor health and other misfortunate circumstances. Our
award season, KFCH has once again been distinguished
newly introduced BOP projects are part of this extended
as a brand leader by winning a Reader’s Digest Most
CSR program, aimed not only at charity but assisting the
Trusted Brands award.
poor to become self-reliant.

During the festive seasons of Ramadan, Chinese New


Year and Deepavali, we gave to the needy through our
Projek Penyayang programme. Over the course of this
two–day program, more than 13,000 orphans, elderly
and the less fortunate, spanning 150 charitable homes,
were treated with KFC meals. Another highlight of the
year occurred when 2,500 QSR and KFCH staff plus
members of the media were joined by 400 orphans at
a Buka Puasa event.

KFC holdings (malaysia) bhd


annual report 2009 025
corporate
statement

In 2010 we intend to explore more opportunities for


growth, while always pursuing our vision: To be the largest
integrated food services group in the Asia-Pacific region
with focus on consistent quality products and exceptional
customer-focused service.

Our first goal is to increase market share in existing


territories. We will achieve this by running aggressive
marketing campaigns in every country we operate in.
This will involve a series of innovative new products
and exciting promotions to attract new customers into
restaurants and stores.

There will be more restaurant openings in 2010. We


aim to introduce our restaurants and products to even
more regions, cities and towns in Malaysia, Singapore
and Brunei. And in our new territory of India, the second
The awards season has also been kind to Ayamas as it most populated country in the world, we will open 12
won two significant industry awards. The company picked KFC restaurants across the bustling cities of Mumbai
up a Best@Show Award from the Livestock Asia Expo & and Pune.
Forum, as well as an Outstanding Product Innovation
Award from the Malaysian Livestock Industry Awards. The Group will also pursue a programme of restaurant
image enhancements for older establishments. We want
2010 Strategic Preview to ensure these restaurants are as welcoming, pleasing
and comfortable as possible. This heightened level of
The US economy is recovering gradually but unemployment ambiance improves the brand experience for existing
remained high at about 9.7% in February 2010. The consumers and helps draw in a new base of customers.
International Monetary Fund expects the global economy Overall, we estimate a total of 40 restaurants will be
to grow in strength, expanding by 3.9% in 2010. Asian revamped and refreshed in 2010.
economies, particularly China and India, are expected to
lead the way in economic growth. The Malaysian Institute
of Economic Research (MIER) is projecting an economic
growth of 3.7% for Malaysia in 2010 while Singapore’s
economy is expected to improve from a negative growth
of -2% in 2009 to a positive growth of 4.5% to 6.5% in
2010. In Malaysia, the latest MIER’s Consumer Sentiment
Index signals a growing optimism over current financial
and job outlooks. Based on this generally positive outlook
the Board is optimistic for 2010.

026 KFC holdings (malaysia) bhd


annual report 2009
Words oF appreCiation

On behalf of the Board, we would like to thank the


following for their ongoing support to the group.

For their loyalty, skill and professionalism, we wish


to recognise each member staff in every part of the
business. your dedication is reflected in the success
of the group.

We pay tribute to our stakeholders - our customers,


shareholders, suppliers, vendors and the communities
we operate in - your trust and belief in us is always
a blessing.

Finally, we thank members of the Board of Directors as


Our interest in the opportunities that new markets and well as the management team of KFCH. your energy
territories present remains as keen as ever. and commitment has kept the group on the course
of success.
if analysis reveals an area that we have the expertise to
move into, and if it is in the interest of the group and its On a reflective note, we extend our deepest condolences
shareholders, we will seriously consider it. Of particular to the family, friends and colleagues of the Chairman of
emphasis in 2010 is the search by KFC Marketing for KFC Brunei, pSN pg Anak Mohd Muntassir Bin pg Muda
export markets. The group intends for KFC Marketing to Hj Kamaruddin, who passed away in November 2009.
be the leading food-trading company in the country.

in addition, we intend to launch new ventures to increase


penetration into existing markets. Sudut Ayamas and
‘usahawan Bitsari’ are particularly exciting prospects for
tan sri dato’ muhammad ali hashim
2010. Then there is the entrepreneurial ‘roti impit’ venture
Chairman
and the rasaMas and contract farming intrapreneurship.
The success of these strategies and ventures will generate
increased revenue for the group while diversifying our
risk exposure.

internally, the group will not let up on the strict cost control ahamad mohamad
measures which were introduced in the face of the global deputy Chairman
economic Crisis. even though the worst of the crisis
appears to be over, it is prudent to maintain them until a
consistent record of gDp growth is reported. Balancing
this operational cost efficiency will be the continuation of
our investment in human capital development.
Jamaludin md ali
managing direCtor

KFC holdings (malaysia) bhd


annual report 2009 027
review oF
oPerationS

THe FOuNDATiONS OF Our SuCCeSS Lie iN CuSTOMer SATiSFACTiON,reSTAurANT


expANSiON AND HuMAN CApiTAL DeveLOpMeNT. AS We MOve iNTO A NeW DeCADe
We WiLL CONTiNue TO STreNgTHeN THeSe FOuNDATiONS. FirST AND FOreMOST iS
CuSTOMer SATiSFACTiON. We WiLL ALWAyS Try TO ANTiCipATe THe NeeDS OF Our
CuSTOMerS; THe COMMuTerS iN THe MOrNiNg, THe OFFiCe WOrKerS AT LuNCH,
THe TeeNAgerS AFTer SCHOOL AND THe FAMiLieS DuriNg THe eveNiNg. We WiLL
CONTiNue TO OFFer THeM FAST, eFFiCieNT AND FrieNDLy ServiCe WHiLe CATeriNg
TO THeir expANDiNg pALeTTeS WiTH AppeTiSiNg NeW prODuCTS AND prOMOTiONS,
ALWAyS MiNDFuL OF THe NeeD TO MAiNTAiN THe quALiTy OF OLD FAvOuriTeS.

Jamaludin md ali
MANAgiNg DireCTOr
Firm Foundations

We will continue to expand our restaurant network,


opening the door to new customers across the countries
we operate in. This year alone, KFCH opened 44 stores
(net of closures) across Malaysia, Singapore and Brunei,
and as the economy improves and consumers spend
more, we expect great results going forward. in india
we are nearing operational readiness and expansion will
begin in earnest during 2010.

We have our staff to thank for keeping the momentum


of the group going. And to reward them, and to improve
the results of the group going forward, we will enhance
our range of training initiatives and human capital
development programmes. raising levels of motivation
and loyalty amongst our staff, enabling them to reach
their fullest potential, is a job we take seriously, which is
why we will continue to invest in new ways to keep our
people at the top of their game.

KFC malaysia

We are pleased to announce that despite the negative


effects of the global Financial Crisis, KFC Malaysia
registered another record breaking year. By year end,
we achieved a 6.3% increase in turnover to rM1,365.5
million from rM1,284.4 million in 2008.

KFC Malaysia faced a number of challenges in 2009.


Consumer habits were driven by reduced spending power
and the search for lower priced items. Also, H1N1 and
a dengue alert resulted in fewer Dine-in customers.
Despite these conditions, KFC Malaysia remained strong
and posted an excellent set of results for the 2009
financial year.

KFC holdings (malaysia) bhd


annual report 2009 029
review oF
oPerationS

early in 2009 a cost efficiency programme was launched


to ease financial pressure during the country’s economic
downturn. This included a new labour productivity matrix
designed to reduce excessive overtime payments. The
new matrix saw extra part-time restaurant staff being
taken on to cover the shifts that existing part-time staff
would usually work as overtime. The programme also led
to a reduction in restaurant waste through various waste
management strategies.

KFC Malaysia’s restaurant expansion drive continued


apace with the net addition of 39 stores throughout the
country. running parallel to expansion is our restaurant
image enhancement programme, which improves
ambiance and brand experience for our customers. To
improve cost efficiency we reduced the number of 24-
hour restaurants from 74 to 66, after conducting diligent
cost-benefit analysis in line with the group’s cost saving
initiatives. Overall, we retain our dominance in the fast
We were able to stay one step ahead of our competitors food market, staying ahead of competitors in nearly all
after they slashed their menu prices by launching one fields including sales and number of restaurants.
of this year’s most popular promotions, Jom Jimat. This
special value deal was first introduced in April 2009. As of 31 December 2009, KFC Malaysia was operating
priced from only rM4.90, the promotion gave consumers 475 restaurants across the country.
a full meal plus a soft drink. it proved so popular that it
is now part of our permanent menu. Other aggressive
promotions were launched over the year adding variety
and interest to our menu. These included Zinger Tower,
Fiery Lime Crunch, Cheezy Chickaroni, Shrimp Stix, and
Hot rods.

A new look breakfast menu was launched in February to


alert customers to the 30 extra KFC restaurants that were
serving breakfast. The menu included old favourites such
as Chicken porridge and Nasi Lemak enak as well as
two new dishes, the a.m. Twister and the a.m. riser. The
launch was a big success! A 43.6% increase in servings
led to a 36.6% increase in breakfast sales.

030 KFC holdings (malaysia) bhd


annual report 2009
KFC Singapore ran a fantastic promotional campaign
throughout 2009. To launch the year with an auspicious
bang we created the Fortune Feast and golden Treats
promotion. This custom made Chinese New year themed
bucket came with eight prosperous wishes incorporated
in the design. There was also a similarly designed golden
Treats platter with a new product called golden Shrimp
Coins, which added variety to the meal. This meal was
priced at an auspicious S$28.80 and ran till the third day
of the Chinese New year.

KFC’s sensitivity to the weak economic situation was


displayed through February’s launch of the ultimate
value Box, which offered great variety at a low price. This
specially designed box consisted of a Shrooms Burger
or an O.r. Fillet Burger, one piece of chicken, a regular
Whipped potato and a regular pepsi at only S$5.50. So
successful was the promotion that it is now a permanent
item on our menu.

An exciting May was kicked off by the launch of KFC a.m.


Two years in the making, the launch was only given the
green light after we had the right products and processes
in place and were fully confident of operational readiness.
To begin, a mailer with coupons was sent out detailing
the new KFC a.m. menu including our set meals, namely
a.m. Twister Original recipe and Twister American, a.m.
KFC singapore platter, a.m. Waffles and eggs and a.m. porridge. We also
featured our value item, the a.m. riser meal at S$3. The
it was another great year for KFC Singapore. We achieved mailer also contained coupons for Dine-in daypart to drive
record high sales of rM342.7 million, up 3.6% from traffic during our key hours while communications were
rM330.8 million in 2008. Sales growth was driven by the focused on KFC a.m. An integrated campaign including
increased number of restaurants offering breakfast. Tv, outdoor and press, online and in-store point of sale
materials followed. This drove Dine-in sales mix for
Besides maintaining top line sales, margin flow-through breakfast from 4% to 7% during the mailer period and as
improved due to a tight rein on operating costs and high as 11% during the Tv advertising period. A frequency
lower advertising expenses. The savings were partially card called The Sunshine Card was also launched to help
offset with the sales deleveraging impact on fixed costs. consumers break the habit of competitors’ breakfast and
However, it was further boosted by a rM4.3 million enjoy KFC instead.
government cash grant (Jobs Credit Scheme) and rental
rebates of rM1.5 million during the year.

KFC holdings (malaysia) bhd


annual report 2009 031
review oF
oPerationS

to the youth market by launching the x Meal, a special


promotional set of meals to celebrate the cinematic
release of x-Men Origins: Wolverine.

As of 31 December 2009, KFC Brunei was operating nine


restaurants across the country, including one new store
opened during the year.

KFC india

The group is very excited about our impending launch


in india, especially as it is home to the second largest
population in the world. With 12 new restaurants targeted
for opening during 2010 in the cities of Mumbai and
pune, we believe KFC india will soon become a big
revenue generator for the group. During the financial year
under review, we have been laying the ground work for
the successes to come. Already, 14 restaurant general
Managers (rgMs) have visited Malaysia to be trained by
Other successful promotions through the year included our seasoned teams, as work goes on behind the scenes
the price-busting Snackers range; the All Day value to ensure operational readiness.
campaign; and the Movie Marathon with Nescafe Frappe.
All told, KFC Singapore ran a great advertising & promotion in general market terms, KFC is still considered a
campaign during 2009. Customers were constantly relatively new brand despite having a presence in the
presented with new reasons to visit our restaurants and country for 14 years. Our track record of aggressive
they rewarded us by making this a great year. marketing promotions will soon change this perception.
As of 31 December 2009, there were 72 KFC restaurants
By year end, KFC Singapore was operating 77 stores, owned by other franchisees in india, but once we have
which includes four new openings across the island. completed our compliance programme we will be ready
to expand aggressively.
KFC brunei

A successful year for KFC Brunei resulted in year-end


revenue of rM15.5 million, representing a 13.1% increase
from rM13.7 million in 2008.

KFC Brunei ran an aggressive product launch programme


over the year. We offered a wide range of new choices
to the public including Fiery Crunch, Zinger Tower, Hot
rods, KFC Colonel Wings as well as our value special,
Jom Jimat. We also appealed

032 KFC holdings (malaysia) bhd


annual report 2009
rasamas & Kedai ayamas As of 31 December 2009, we added ten new Kedai
Ayamas stores in Malaysia, bringing the total to 35 across
rasaMas turned in a revenue of rM23.2 million against the country.
prior year’s rM25.8 million. its performance was affected
by the weak economic climate but we anticipate a marked integrated poultry operations
increase in brand awareness and customer numbers in
2010 due to the success of our Syoknya rasaMas roaster The integrated poultry Business recorded a total revenue
Cook-Off reality television cookery contest, which drew of rM484.1 million, up 8.8% from rM445 million in 2008.
large audiences to Malaysia’s Tv3 and Tv9. One of the
most popular recipes, the Nyonya roaster, was launched Ayamas Food Corporation Sdn Bhd (AFCSB) manages the
in mid-November and we believe it’s going to be a big hit operational side of integrated poultry Operations. its main
with consumers. functions cover contract farming and poultry processing.
AFCSB operates plants in port Klang, Selangor; Bukit
in 2009, we opened another six new rasaMas restaurants Mertajam, penang; and Bandar Tenggara, Johor. The
in Malaysia and one in Brunei, bringing the total number sales and marketing side of integrated poultry Operations
to date to 43. lies with KFC Marketing Sdn Bhd (KFC Marketing).

in 2009, KFC Marketing instigated a major strategic


initiative in Malaysia to capture a larger share of the
market. This initiative is called Base of pyramid (BOp). The
name refers to the largest section of society in Malaysia,
which forms the base of the average-income pyramid.
To spearhead BOp, a new range of Further processed
products has been created under the brand Ayamas
Jimat. The low-cost products which make up this range
will be more appealing to price-conscious consumers,
and our distribution channels will make it easier for them
to access the products in their local areas.

Kedai Ayamas had a good year considering the poor


financial climate, recording revenue of rM40.5 million as
compared to rM37.8 million in 2008.

Through 2009, we continued the drive to expand the


Kedai Ayamas product family. Six new chicken products
were launched including Crispy Fried Tom yam Chicken,
BBq Combo, Chicken Frankfurters and Chicken Nuggets.
Four new Bakers’ Street products were also introduced to
the market, namely Karipap Ayam, Samosa, Kasturi and
Donat. These new products demonstrate our passion for
innovation and our commitment to provide the people of
Malaysia with new flavours at great prices.

KFC holdings (malaysia) bhd


annual report 2009 033
Review of
operations

KFC Marketing’s innovative streak was demonstrated


further when Ayamazz Sdn Bhd began operating in late
2009. This venture sees recent graduates being offered
the chance to operate a ‘Roti Impit’ push-cart. The push-
carts are fully stocked with Ayamas chicken sausages
which the vendors can heat up on the spot and serve to
their customers for a quick, tasty and economical meal.
The initial plan will see Roti Impit carts in operation across
university and college campuses around the country.

Feedmill Division

During the year under review, the Feedmill division


produced 131,000MT (metric tonnes) of feed, against Breeder Farms & Hatchery
128,000MT in 2008. The slight increase in feed tonnage
produced was due to higher broiler production to meet The Breeder Farms & Hatchery division recorded a slight
the Group’s increased chicken demand. In terms of feed rise in revenue over 2009 to RM83.4 million. This figure
commodity prices (corn, soybean meal, palm oil, etc.), represents a 2.7% increase from RM81.2 million in 2008.
prices in 2009 were down on 2008’s numbers by 8-20%, The production of Day Old Chicks (DOC) rose to 36 million
in 2009, up one million from 2008’s production. Hatching
resulting in lower feed and broiler production costs.
eggs (HE) production saw a rise to 45.5 million from the
2008’s 45.3 million, a slight increase of approximately
2.8%. The DOC and HE production rates remain relatively
constant, which were primarily due to the facilities
operating at full capacity.

Sauce Manufacturing

2009 was an encouraging year for Region Food Industries


Sdn Bhd (RFI), the sauce-manufacturing arm of KFCH.
Sales increased to RM77.6 million from RM74.7 million
in the previous year. We recorded a 26% rise in domestic
open market sales accounting for 33.7% of total sales.
This significant improvement was attributed to the
success of the newly appointed KFC Marketing, which
now distributes all RFI products.

Our aim is to become one of the region’s major sauce


manufacturers. One of the ways to achieve this is through
a concerted effort to provide consumers with a wide
range of choices. During 2009 we launched BBQ Sauce,
Honey BBQ Sauce, Chipotle Sauce, Salsa Sauce and
Satay Sauce to further this effort.

034 KFC holdings (malaysia) bhd


annual report 2009
baKery

Sales for the Bakery division reduced during 2009 to


rM28.4 million, a decrease of 10% from the rM31.5
million achieved in 2008. This was mainly attributed to the
increased demand for KFC meals which did not include
buns, such as the Colonel rice Combo.

Notwithstanding the dip in results, the Bakery continues


to strive for improvement in quality control. Already an
HACCp certified production plant, as well the holder
of an iSO 9001:2008 and MS1480:2007 from Moody
international, the Bakery implemented an additional metal
tepaK marKeting
detection unit at the garlic Bread Spreading Line as an
upgrade on the HACCp system.
An impressive performance over the year yielded
an increase in revenue to rM20.6 million, a 7.8%
improvement over 2008’s rM19.1 million. This fine set
of results was attributed to the contract manufacturing
activities involving Lipton iced Tea. To strengthen the
distribution of Zippie products, the business has now
come under the supervision of KFC Marketing.

human Capital development

KFCH is committed to developing the more than 18,000


employees in our group. This is demonstrated by the
rM4 million we invested on training and development
programmes in 2009. Our programmes cover every
business unit and many positions, from restaurant
employees to upper management. it is our belief that
Commissary by nurturing the talent of staff and empowering them
with greater capabilities, they will improve the results of
During the year under review, Commissary’s sales turnover the group.
increased to rM4 million, up from rM3.6 million in 2008,
an increase of 11%. A new infrastructure project took As personnel numbers expand we have moved to carry
place during the year when the production floor of the out regular reviews to gauge the strength of our talent
coleslaw line was upgraded to meet yum! restaurants bank. This important exercise makes it possible to target
international requirements. The group is expecting internal staff for succession planning.
Commissary to have a good 2010, so will further upgrade
its facility to reduce costs and improve quality.

KFC holdings (malaysia) bhd


annual report 2009 035
review oF
oPerationS

For the past 15 years we have staged the excellent


Service Award, or exSA, in Singapore. This award officially
recognises staff members who have shown outstanding
commitment to customer service. By celebrating the
achievements of those individuals who were shortlisted
for the award, we aim to develop a culture of excellence
in customer service that motivates all our staff. A total of
ten employees were shortlisted for exSA in 2009.

As the group readies itself for expansion in india, the Hr


department invited 14 rgMs from the india Operations
over to undergo practical restaurant training. After arriving
on 14 September 2009, the group was fully trained by
our experienced restaurant crew. Their stay lasted under
three months and was considered a great success.
We are expecting another batch of rgMs to arrive in
March 2010.

in 2009 a new mandatory training initiative was launched


called preparation & enhancement programme for Newly
promoted employees, or prep. The purpose of prep is
to enhance levels of competence in these core areas:
The Human resources (Hr) department can identify Finance, industrial relations, Management or Supervisory
experienced and capable employees who match the Skills, Occupational Safety & Health and Business
requirements of a suitable role when it becomes available, Communication. prep ensures that the group can rely
as well as being able to fill newly created positions from on a bank of skilled people in key areas.
within. in 2009 an operation was carried out to determine
which critical positions required our attention. Following
this, we will match the most suitable talent to fill the
specific role and ensure they are fully trained on the job
requirements, thereby ensuring a smooth succession.

During the year under review, the annual KFCH


performance appraisal delivered some impressive
results. After appraising over 2,000 employees, the Hr
department noted a 5% increase in the number of staff
receiving good and excellent scores when compared
against 2008’s results.

036 KFC holdings (malaysia) bhd


annual report 2009
In October 2009, our HR department revamped and re-
launched the two-year old Suggestion Scheme format.
This was enacted to further our Quality Movement
initiative. A Suggestion Scheme booklet was introduced to
strengthen the initiative. The booklet provides outlines on
employees’ roles within the scheme, scope of suggestions,
terms & conditions of the scheme and also information on
the much sought after rewards programme.

Halal Commitment

KFCH and its subsidiary companies retain a strong


level of commitment to Halal compliance. Adherence
to the tenets of Halal compliance can be seen in nearly
every area of our operations. Even outside of our own
business, we participate in third party forums, sponsor
trade conventions and contribute to think tanks, all
associated with the promotion and improvement of Halal
initiatives. This allows us to keep abreast of best-practice
initiatives. It also promotes confidence in the minds of
our consumers, letting them know that they can trust the
source and quality of our food products.

Three years ago, the Group established a Shariah and


Halal Compliance Department, which conducts strict
Halal audit controls across each subsidiary company and
their business units. The audits cover everything from raw
materials to manufacturing processes, incoming supplies
to packaging. Elsewhere, utmost effort is made to avoid
cross-contamination during the handling, preparation, The Shariah Advisory Council is made up of learned Islamic
packaging, storing and transportation of our products. scholars from reputable institutions. It is an impartial body
We also run formal training programmes to ensure that that oversees the Group’s adherence to Halal compliance.
this devotion to Halal compliance is adopted by our Its scope covers nearly every section of the Group and
employees, wherever they operate. The head of the its subsidiary companies. The Shariah Advisory Council
Shariah and Halal Compliance Department reports to reviews internal food management systems, ensures our
Shariah Advisory Council. ingredients pass stringent standards and inspects plants
and restaurants, among other duties. In addition, the
Council ensures that all products are Halal certified by
Jabatan Kemajuan Islam Malaysia (JAKIM).

KFC holdings (malaysia) bhd


annual report 2009 037
Picture Perfect
Ambiance
We continue our image enhancement
programme in an effort to make our
restaurants as warm, welcoming
and enjoyable as possible.
corporate
social
responsibility

BREAKING GROUND WITH


TRADITIONAL VALUES

While we take pride of yet another successful year, we


continue to acknowledge that with success comes great
responsibility and that is the reason why Corporate Social
Responsibility (CSR) continues to be our corporate priority.
We continue to put great emphasis on conducting business
in a responsible and ethical way. From improvement on
our products and services to helping the communities in
which we operate, we continue to seek out ways to enrich
the lives of those around us.
Yayasan Amal Bistari
KFCH recently proposed the incorporation of Yayasan
Our journey is about a corporation that takes its social
Amal Bistari, a corporate foundation which will be the
responsibility to heart. It is about strengthening local
means through which CSR activities, endeavours and
communities, promoting equal opportunities in the
programmes of all KFCH entities and brands are carried
workplace, developing human capital, enhancing our
out. The foundation will be a non-governmental, not-for-
customers’ experience and improving the lives of those profit organization that campaigns for and supports the
around us. It is about passionate commitment to CSR. six pillars.

COMMUNITY • Halal
• Education
For the first time, we have drawn all our CSR activities • Entrepreneur development
under one organisation which from now on will be the • Sports
means by which we help those in need. KFCH remains • National unity
committed towards giving, whenever the opportunity • The less fortunate
arises, to anyone in need of a helping hand. And it all
begins with the community. Catur Bistari Challenges and Cilik Bistari
promote entrepreneurship
The state level playoffs of the KFC Catur Bistari Challenge
2009/2010 were held simultaneously throughout Malaysia
in the month of October with the finals being held in
January 2010. The Catur Bistari Challenge business
board game national competition is a QSR corporate
social responsibility project held annually to promote
entrepreneurship among youths and young adults. It is
undertaken jointly with Bistari Young Entrepreneur Sdn
Bhd (BYE), a member of Johor Corporation Group and
the developer and marketeer of the board game. About
1,000 finalists competed for the chance to win RM150,000
worth of prizes up for grabs at the national level playoffs
held in Persada Johor International Convention Centre.
The Grand Prize winner received a Proton Persona.

040 KFC holdings (malaysia) bhd


annual report 2009
KFCH, Johor Corporation and Bistari young entrepreneur projek penyayang KFC
Sdn Bhd (Bye), the developers and marketeers of Catur projek penyayang has been a fixture in our CSr calendar
Bistari, signed a Memorandum of Agreement (MOA) for the last 15 years, and we continued the tradition this
that will allow KFC to sell the Cilik Bistari board game, year by giving KFC to the less fortunate, the elderly and
a simplified version of Catur Bistari for younger children, orphans throughout Malaysia, every quarter of the year.
at all its outlets. They will also collaborate to promote the Over 13,000 people in over 150 homes benefited from
Cilik Bistari game, including using KFC and other brand this programme in 2009.
logos and mascots in the game sets. Cilik Bistari uses
an interesting approach in teaching children and teens We brought joy to orphans and the disabled from the
on business ethics, culture and entrepreneurship. The surrounding communities when we celebrated the Festival
entrepreneurial values and knowledge can be conveyed of Lights with them in conjunction with the 45th projek
effectively to the target groups through games. penyayang. KFC was a part of this Deepavali lunch and
we gave them goodie bags. We also provided KFC to 153
yacht regattas, futsal tournaments, kite festivals homes involving 13,215 less fortunate people.
The KFC sailing team raced alongside other competitors
at every regatta organised by the Malaysian yacht
Association. These included Langkawi, penang and
Sabah amongst others. elsewhere, our futsal teams
competed with the best in the JKing Futsal Challenge
Johor 2009, as well as i-Futsal championship organised
by Harian Metro. But the highlight of the year was seeing
KFCH’s kite fly high up in the sky with other kites from all
over the world at the international Kite Festival in pasir
gudang, Johor and Bintulu, Sarawak.

be the movement – Walk For Charity


and giving aid where needed
KFC Malaysia, in support of Hunger relief 2009, raised
over rM1.1 million from the sale of notepads nationwide.
The campaign culminated in a charity walk held at padang
Merbok, Kuala Lumpur, attended by over 2,500 KFCH
employees with their families and friends. This is the third
year in a row KFC has run this Hunger relief campaign.

part of the proceeds went in aid to the victims of the


padang, indonesia earthquake by providing food and
drinks worth rM200,000. We also provided on-ground
help with immediate emergency relief efforts. This was
participated by Briged Waqaf, the emergency relief arm
of Johor Corporation.

KFC holdings (malaysia) bhd


annual report 2009 041
corporate
social
responsibility

Buka Puasa with Orphans MARKETPLACE


Our annual Buka Puasa session was held at Ayamas Port
Klang in 2009 and saw a turnout of over 2,500 employees. In order to strive to be industry leaders, we must solidify
They were joined by 400 orphans who received goodie the position of our brands by ensuring they are always
bags and food from KFC and RasaMas. top in the minds of consumers and investors. This is why
we interact and communicate with customers, suppliers,
governmental and non-governmental bodies and observe
how our corporate initiatives and products affect the
communities around us and the environment. Marketplace
CSR initiatives include programmes towards improving
Halal standards and building future entrepreneurs. These,
we believe, are vital to our success and also part of a first-
class, resolute and enduring business.

Halal Initiatives
Once again we participated in the World Halal Forum,
which features speakers from all areas of the Halal
industry participating in open panel discussions.
Speakers included members of the government,
industry players, representatives from various NGOs,
certification agencies, academics and the food industry
across the globe. KFCH’s participation was in the form
of sponsorship and product showcase. Our Chairman,
Tan Sri Dato’ Muhammad Ali Hashim was also invited
to speak and share his knowledge and expertise at this
international event.

Hosted by the Ministry of International Trade and


Industry (MITI) and organised by the Malaysia External
Trade Development Corporation (MATRADE) for the
sixth consecutive year, the Malaysian International Halal
Showcase (MIHAS) has since its inception brought in
Tijarah Ramadhan hundreds of exhibitors. KFCH once again participated
KFCH had the privilege of sponsoring two episodes of in Malaysia’s largest food and beverage exhibition and
Tijarah Ramadhan, a television programme dedicated to the world’s largest international Halal trade fair by setting
featuring companies which donate to the underprivileged. up a booth and promoting our Halal certified products
Two poverty stricken families from Dungun, Terengganu and services to the thousands of visitors from all over
and Nibong Tebal, Penang were chosen and their plight the world.
was highlighted on television. In addition, representatives
from KFC, RasaMas and Kedai Ayamas visited these
families and extended donations in the form of cash
and kind.

042 KFC holdings (malaysia) bhd


annual report 2009
WORKPLACE

Our more than 18,000 employees go to work everyday


striving to be the best in the business. Our energetic team
is made up of individuals who are the best-in-class in their
awareness, capability, proficiency and drive for success.
And we owe much of our triumphs to them because,
as they say, a company is only as good as the people
working in it and for it.

Pedoman 2009
Our annual Pedoman was once again held at Persada
Johor International Convention Centre, Johor Bahru with
the theme of “Business Jihad”. The one day event was
attended by all Restaurant Managers from KFC, Pizza
Hut, RasaMas and Kedai Ayamas, as well as support
KFCH has never failed to participate in every single Halal staff from all over the country. Highlights included
Food Standards Realisation (Hafstar) event organised presentations on human capital development, financial
throughout the country. This programme has been reviews of the brands and Group, and the signing of
developed by Halal Development Corporation (HDC) Key Performance Indicators (KPIs). We also took the
and the Department of Standards (SIRIM) to promote opportunity to recognise long serving employees and
Malaysian Halal Standards and to regularise and discuss staff who were being promoted. There was also an open
the standard procedures of handling, processing dialogue between the Chairman and staff.
and storing of food based on Shariah and Malaysian
Standards. Our Chairman and representatives from our KFCH has many employees serving the company, some
family of brands are regular speakers at this event. of whom have spent their entire working lives with us. This
is why we carry out the Long Service Awards to recognise
Entrepreneurial Endeavours their loyalty and award them with saving bonds from BSN
The Gerak Usahawan Siswa initiative was undertaken as a sign of our appreciation and gratitude for their work.
in the hope of imparting an interest in business and
entrepreneur development amongst university students.
Our Chairman and Managing Director spoke at over 30
institutes of higher learning as they shared their experience
in the world of business and encouraged the students to
make the first step.

The Group collaborates with the Bistari Young Entrepreneur


Sdn Bhd in mentorship programmes and educational
lectures that help develop young Malaysian entrepreneurial
talents. This includes the Tunas Bistari, Didik Bistari and
Siswa Bistari Entrepreneur Programmes.

KFC holdings (malaysia) bhd


annual report 2009 043
corporate
social
responsibility

Champs Challenges, recognising the Best of the Best Hari Mekar – Quality Day
KFC and Pizza Hut organised the National Champs We once again held our annual Hari Mekar competition at
Challenge in Kuala Lumpur with the best of the best from Glenmarie as teams from throughout the Group battled
Restaurant Managers and staff coming together to play it out in various categories in an effort to be crowned the
off intensely in the final rounds, competing to emerge Overall Champions. The winners then represented KFCH
as National Champions and represent Malaysia at the at the Grand Finals of Hari Mekar organised by Johor
Regional Champs Challenge. Corporation and we are delighted to report that QSR,
KFCH’s parent company, was crowned overall champion
for the third year in a row.

THE ENVIRONMENT

We are conscious of our responsibility towards the


environment and as such have taken steps to understand
and minimise the impact of our business on the
environment without compromising operational standards
or shareholder value. A major environmental challenge
that we have undertaken continues to be in the area of
waste water management.

KFC and Pizza Hut Malaysia also played host to over


400 participants from 11 countries in the Asia Pacific
region as they came to battle it out at the Regional
Champs Challenge held later in the year. Malaysia
dominated the awards with KFC winning 15 and Pizza
Hut winning seven.

Management Associates Programme


As part of our efforts to train young Malaysians and
incorporate them into our work culture, we carried out
the first ever Management Associated Programme. Ayamas Port Klang
This talent management and succession planning initiative The waste water treatment plant at Ayamas Port Klang was
was organised to recruit new graduates who have now set up in 1988, and treats the final discharge waste water
become part of our permanent staff. in compliance with the DOE Standard B for discharge.
This plant has been upgraded numerous times at an
estimated cost of RM5 million thus far. It operates using
two main waste water treatment processes – Continuous
Processor and the Sequential Batch Reactor (SBR)
Process. The plant currently treats 2,000 cubic metres of
waste water discharge per day.

044 KFC holdings (malaysia) bhd


annual report 2009
CORPORATE SOCIAL RESPONSIBILITY
FOR THE FUTURE

CSR at KFC Holdings (Malaysia) Bhd is an integral part of


the day-to-day business. It is an evolving, ever expanding
scene which covers a diverse range of areas. It is vital for
us to take advantage of every chance to further advance
the value of lives of the society we work and serve in.
At KFCH, we are optimistic that the continuing CSR
campaigns and projects on our part will help preserve
our future.

Ayamas Bandar Tenggara, Johor


This waste water treatment facility, located in Johor, began
operations in December 2008 after the official opening of
the plant. Built at a cost of RM2 million, the system treats
the final discharge waste water in compliance with the
DOE Standard A of discharge. Using only the Sequential
Batch Reactor (SBR) Process, this plant treats 800 cubic
metres of final discharge waste water daily.

Bakery
KFCH has set up a waste water treatment plant at
Kompleks KFC Glenmarie, which houses the Bakery and
Commissary division. The plant uses a system that treats
the final discharge waste water in accordance with the
DOE Standard B for discharge. The proposed treatment
process will use the Biological Treatment System, which
uses a UASB (Up-Flow Anaerobic Sludge Bed) and AICAR
(Alternative Intermittent Cyclic Reactor). The estimated
cost of the entire project is RM1.5 million.

Region Food Industries


Commissioned and built in 2004, this waste water
treatment plant uses a system that treats the final
discharge waste water, complying with the DOE Standard
B of discharge. Using a chemical and bio treatment
continuous processor, the plant treats 250 cubic metres
per day.

KFC holdings (malaysia) bhd


annual report 2009 045
Offering
a Helping Hand
An unwavering commitment to help
the less fortunate has made KFCH’s
2009 Corporate Social Responsibility
programme the best so far.
board oF
directorS

standing From leFt to right


datin paduKa siti sa’diah binti sheiKh
h baKir
datuK ismee bin ismail
tan sri dato’ dr yahya bin aWang
ahamad bin mohamad
hassim bin baba

sitting From leFt to right


Kua hWee sim
tan sri dato’ muhammad ali bin hashim
Jamaludin bin md ali

048 KFC holdings (malaysia) bhd


annual report 2009
board oF
directorS

tan sri dato’ muhammad ali bin hashim


non independent non exeCutive direCtor,
Chairman

Tan Sri Dato’ Muhammad Ali bin Hashim, Malaysian, aged 63, is a
ndependent Non executive Director and the Chairman of KFC
Non independent
Holdings (Malaysia) Bhd (“KFCH”). He was appointed to the Board
on 27 June 2006 and as the Chairman of KFCH on 2 July 2006.

Tan Sri is the president


resident and Chief executive Officer (“CeO”) of Johor
Corporation (“JCorp”), the ultimate holding corporation of qSr
Brands Bhd (“qSr”), ”), which in turn is the holding company of KFCH,
since January 1982. He graduated from the university of Malaya with
conomics (Honours) degree in 1969 and participated
a Bachelor of economics
xecutive programme, Stanford university uSA, in
in the Senior executive
1985. Tan Sri was conferred the Honorary Doctorate of Management
by universiti
niversiti Teknologi Malaysia on 19 August 2000; Honorary
ntrepreneurship by universiti Teknologi MArA on
Doctorate in entrepreneurship
24 May 2007; Honorary Doctorate in Technology Management by
niversiti Tun Hussien Onn Malaysia on 2 September 2007.
universiti

Tan Sri’s tenacity, business acumen and


entrepreneurial leadership has enabled
JCorp to grow into one of Malaysia’s
leading conglomerates with more than
250 companies, 7 of which are listed
on Bursa Malaysia Securities Berhad
and another on the London Stock
xchange. This highly diversified
exchange.
roup offers meaningful career
group
opportunities to more than
50,000 employees.
As president and CeO of JCorp group, Tan Sri had also successfully steered the
group through extreme business challenges, especially when the JCorp group
was hard hit by the 1997 Asian Crisis. in 2006 – 2007, JCorp through Kulim
(Malaysia) Berhad had also successfully acquired two pLCs namely qSr and
KFCH, overcoming a protracted hostile challenge. This had led to the exercise
becoming one of Malaysia’s landmark corporate acquisitions.

JCorp has also successfully managed Malaysia’s one and only ‘market-driven’
local authority, namely the pasir gudang Municipal Council (“pgMC”) (previously
known as pasir gudang Local Authority (“pgLA”)), with Tan Sri as president
with mayorial responsibilities from January 1982 up to July 2008. JCorp was
the single most important agency responsible for pasir gudang’s development
into one of Malaysia’s vibrant and dynamic industrial townships. pgMC made
history by becoming the first business-driven Local Authority in Malaysia to issue
a Mudharabah Bond rated triple “A” by ratings Agency Malaysia (“rAM”).

Tan Sri sits as Chairman of Kulim (Malaysia) Berhad, KpJ Healthcare Berhad,
Damansara realty Berhad and Sindora Berhad, which are JCorp’s group of
companies listed on the Main Board of the Bursa Malaysia Securities Berhad.
He was appointed as a Director of qSr on 7 June 2006 and as the Chairman of
qSr on 8 June 2006.

Tan Sri is also active as Council Member of Malaysian industrial Development


Authority (“MiDA”), president of the Malaysian Kite Council and president of
Malaysian yachting Association; vice president of the Malaysian islamic Chamber
of Commerce (“MiCC”), Chairman of the MiCC Corporate Bureau and Chairman
of Waqaf An-Nur Corporation Berhad, an islamic endowment institution that
spearheads JCorp group’s CSr programmes, including the unique Corporate
Waqaf Concept initiated by JCorp. He is also the Chairman of Damansara reiT
Managers Sdn Berhad and also the Chairman and/or Director of several other
companies within the JCorp group.

Other than as disclosed, he does not have any family relationship with any
director and/or major shareholder of the Company. He has no personal interest
in any business arrangement involving KFCH. He has not been convicted for
any offences.

He attended all five (5) Board Meetings of the Company held during the financial
year ended 31 December 2009.

KFC holdings (malaysia) bhd


annual report 2009 051
board oF
directorS

ahamad bin mohamad


non independent non exeCutive direCtor,
deputy Chairman

Ahamad bin Mohamad, Malaysian, aged 56, is a Non independent


Non executive Director and the Deputy Chairman of KFC Holdings
(Malaysia) Bhd (“KFCH”). He was appointed to the Board on
27 June 2006 and as Deputy Chairman on 2 July 2006.

He graduated with a Bachelor of economics (Honours) degree in


1976 from the university of Malaya. He joined Johor Corporation
(“JCorp”) in June 1979 as a Company Secretary for various
companies within the JCorp group. He was involved in many
of JCorp’s projects; among others are the Johor Specialist
Hospital, prefabricated housing project and the Kotaraya
Complex in Johor Bahru. At present, he is the Chief executive
of the palm Oils Division of JCorp. He is presently the Managing
Director of Kulim (Malaysia) Berhad and a member of the Board
of Directors of KpJ
K Healthcare Berhad, the Chairman of Natural
Oleochemicals Sdn Bhd. He was appointed as a Director of
qSr Brands Bhd (“qSr”) on 7 June 2006 and as the Deputy
Chairman of qSr on 8 June 2006. He is also a Director of several
other companies within the JCorp group.

He is the Chairman of the executive Committee of KFCH. He


is also active as the vice Chairman of the Malaysian islamic
Chamber of Commerce (“MiCC”)
(“M Corporate Bureau, Deputy
president of the Johor Football Association, vice president
of the Football Association of Malaysia and Director of Waqaf
An-Nur Corporation Berhad, an islamic endowment institution
that spearheads JCorp group’s CSr programmes, including the
unique Corporate Waqaf Concept initiated by JCorp.

Other than as disclosed, he does not have any family relationship


with any director and/or major shareholder of the Company. He
has no personal interest in any business arrangement involving
KFCH. He has not been convicted for any offences.

He attended all five (5) Board Meetings of the Company held


during the financial year ended 31 December 2009.

052 KFC holdings (malaysia) bhd


annual report 2009
Jamaludin bin md ali
MANAGING DIRECTOR / CHIEF EXECUTIVE OFFICER

Jamaludin bin Md Ali, Malaysian, aged 52, is the Managing


Director of KFC Holdings (Malaysia) Bhd (“KFCH”). He was
appointed to the Board on 27 June 2006 and as Managing
Director on 2 July 2006.

conomics (Honours) degree


He graduated with a Bachelor of economics
from university
niversity of Malaya in 1982 and Master of Business
Administration from university of Strathclyde, glasgow,
lasgow, Scotland
in 1987. He started his career with Malayan Banking Berhad as
Trainee Officer in 1982 and later served as international
nternational Fund
Manager in permodalan
ermodalan Nasional Berhad in 1991. He joined
Johor Corporation (“JCorp”) in 1992 and was appointed the
Managing Director of Johor Capital Holdings Sdn Bhd in 1998.
He was appointed the Managing Director of pelaburan
elaburan Johor
Berhad in 2000. Before his appointment as the Managing
Director of KFCH, he was the Chief Operating Officer of JCorp
since 2001. He is also an executive
xecutive Director of Kulim (Malaysia)
Berhad and sits on the board of various companies within the
JCorp group. He was appointed as a Director of qSr Brands
Bhd (“qSr”) ”) on 7 June 2006 and was appointed the Managing
Director of qSr on 8 June 2006. He is also the Chief executive
xecutive
Officer of KFCH.

He is a member of the executive


xecutive Committee of KFCH.He is also
active as the Director of Waqaf An-Nur Corporation Berhad, an
islamic endowment institution that spearheads JCorp group’s
roup’s
CSr programmes, including the unique Corporate Waqaf
Concept initiated by JCorp.

Other than as disclosed, he does not have any family relationship


with any director and/or major shareholder of the Company. He
has no personal interest in any business arrangement involving
KFCH. He has not been convicted for any offences.

He attended all five (5) Board Meetings of the Company held


during the financial year ended 31 December 2009.

KFC holdings (malaysia) bhd


annual report 2009 053
board oF
directorS

Kua hWee sim


independent non exeCutive direCtor

Kua Hwee Sim, Malaysian, aged 57, was appointed to the Board
of KFC Holdings (Malaysia) Bhd (“KFCH”) on 27 June 2006. She
is currently an independent Non executive Director of KFCH.

She is a Fellow of the Association of Chartered Certified


Accountant ((uK) and a registered Accountant of Malaysia and
Singapore. She has more than thirty five years of corporate and
financial experience in several industries within Malaysia and
overseas. She is currently a Director of Kulim (Malaysia) Berhad
and Sindora Berhad, which are Johor Corporation’s subsidiaries
listed on the Main Board of the Bursa Malaysia Securities Berhad.
She was appointed as a Director of qSr Brands Bhd (“qSr”)
on 7 June 2006. She is the Chairman of Audit Committee of
qSr and a member of Audit Committee of the respective listed
qS
companies. As a professional Accountant she also provides
financial training for companies within Malaysia.

She is also the Chairman of the Audit Committee of KFCH. Other


than as disclosed, she does not have any family relationship
with any director and/or major shareholder of the Company. She
has no personal interest in any business arrangement involving
KFCH. She has not been convicted for any offences.

She attended all five (5) Board Meetings of the Company held
during the financial year ended 31 December 2009.

054 KFC holdings (malaysia) bhd


annual report 2009
datin paduKa siti sa’diah binti sheiKh baKir
non independent non exeCutive direCtor

Datin paduka Siti Sa’diah binti Sheikh Bakir, Malaysian, aged


58 was appointed to the Board of KFC Holdings (Malaysia) Bhd
(“KFCH”) on 1 January 2010 as a Non independent Non executive
Director. Datin paduka was also appointed as a Non independent
Non executive Director of qSr Brands Bhd on 1 January 2010.
Datin paduka is presently the Managing Director of KpJ Healthcare
Berhad (KpJ), a post she has held since 1993. She graduated with
a Bachelor of economics degree from the university of Malaya in
1974 and holds a Master of Business Administration from Henley
Management College of London.

Her career with Johor Corporation (JCorp) commenced in 1974


and she has been directly involved in JCorp’s Healthcare Division
since 1978. Datin paduka was appointed as the Chief executive
of Kumpulan perubatan (Johor) Sdn Bhd (KpJSB), the holding
company of KpJ in 1989 and held the post until the listing of KpJ.

Datin paduka currently serves as the Chairman of various


companies and hospitals in the KpJ group. She is a Director of
Kulim (Malaysia) Berhad, Damansara reiT Managers Sdn Berhad
and puteri Hotels Sdn Bhd. She is also a Director of Waqaf An-Nur
Corporation Berhad, a non-governmental organisation dedicated to
the provision of healthcare services to the less fortunate. Committed
to promoting excellence in healthcare, Datin paduka is the president
of the Malaysian Society for quality in Health (MSqH), elected since
its inception in 1997 until today.

Datin paduka is a Board member of MATrADe since 1999, a member


of the Malaysia productivity Council (MpC) Consultative panel on
Healthcare since 2001, and a member of the National patient Safety
Council, Ministry of Health (MOH) since 2003. Datin paduka is also
an independent Non-executive Director of Bursa Malaysia Berhad,
elected since 2004.

Most recently, in November 2009, Datin paduka was appointed


as a member of the newly launched Malaysian Healthcare Travel
Council.

Other than as disclosed, she does not have any family relationship
with any director and/or major shareholder of the Company. She has
no personal interest in any business arrangement involving KFCH.
She has not been convicted for any offences.

As Datin paduka was appointed as a Director on 1 January 2010,


she did not attend any of the Board Meetings of the Company held
during the financial year ended 31 December 2009.

KFC holdings (malaysia) bhd


annual report 2009 055
board oF
directorS

tan sri dato’ dr yahya bin aWang


independent non exeCutive direCtor

Tan Sri Dato’ Dr yahya bin Awang, Malaysia, aged 60 was appointed
to the Board of KFC Holdings (Malaysia) Bhd (“KFCH”) on 2 May
2008 as an independent Non executive Director.

One of the Colombo plan Scholars, Tan Sri graduated from Monash
university in Australia with a Bachelor of Medicine and Bachelor of
Surgery (“MBBS”) degree in 1974. in 1980, Tan Sri was appointed
as a Fellow of the royal College of Surgeons and physicians of
glasgow (“FrCS”).

Moving to London in 1981, Tan Sri worked as Surgical registrar


in the Department of Cardiothoracic Surgery at Brampton Hospital
before returning to Malaysia to take up the role of Cardiothoracic
Surgeon at general Hospital. in 1985, he was appointed Head and
Senior Consultant Cardiothoracic Surgeon at general Hospital.

From 1992 until 2002, Tan Sri held the position of Head and Senior
Consultant Cardiothoracic Surgeon at Malaysia’s National Heart
institute, and from 1998 to 2002, he was also Medical Director of
the institute.

Tan Sri’s many professional achievements include performing open-


heart surgery on Tun Dr Mahathir Mohamad in 1989; pioneering the
establishment of The National Heart institute of Malaysia in 1992;
and performing the first heart transplant in Malaysia in 1998. Tan Sri
is author of many scholarly and professional articles and has made
numerous presentations to professional audiences.

Tan Sri is currently the Consultant Cardiothoracic Surgeon at


Damansara Heart Centre, Damansara Specialist Hospital. He is also
Chairman of the National Transplant registry and a council member
of the Association of Thoracic and Cardiovascular Surgeons of Asia.

He is a member of the Audit Committee of KFCH. Other than as


disclosed, he does not have any family relationship with any director
and/or major shareholder of the Company. He has no personal
interest in any business arrangement involving KFCH. He has not
been convicted for any offences.

He attended four (4) out of five (5) Board Meetings of the Company
held during the financial year ended 31 December 2009.

056 KFC holdings (malaysia) bhd


annual report 2009
datuK ismee bin ismail
non independent non exeCutive direCtor

Datuk ismee bin ismail,


smail, Malaysian, aged 45, was appointed to
the Board of KFC Holdings (Malaysia) Bhd (“KFCH”) on 1 March
2009 as a Non independent Non executive
xecutive Director. He is an
nstitute of Management
associate member of the Chartered institute
Accountants and a member of the Malaysian institutenstitute of
Accountants.

Datuk ismee is presently the group roup Managing Director and


Chief executive Officer of Lembaga Tabung Haji. priorrior to that,
he was the Chief executive Officer of eCM CM Libra Securities
CM Libra Capital Sdn Bhd. He has also served
and a Director of eCM
eneral Manager of
several organisations namely as Senior general
engurusan
Finance, Lembaga Tabung Haji; Chief Accountant at pengurusan
Danaharta Nasional Berhad; generaleneral Manager of Business
Development at Arab Malaysian Development Berhad and has
held several finance-related positions at Shell Malaysia.

slam
Datuk ismee is a director of BiMB Holdings Berhad, Bank islam
lantations Berhad. He is a member of
Malaysia Berhad and TH plantations
emuneration
the Nomination and Assessment Committee and remuneration
Committee of BiMB Holdings Berhad.

Other than as disclosed, he does not have any family relationship


with any director and/or major shareholder of the Company. He
has no personal interest in any business arrangement involving
KFCH. He has not been convicted for any offences.

He attended two (2) out of four (4) Board Meetings convened


subsequent to his appointment as a Director of the Company on
1 March 2009, out of a total of five (5) Board Meetings of the
Company held during the financial year ended 31 December 2009.

KFC holdings (malaysia) bhd


annual report 2009 057
board oF
directorS

hassim bin baba


independent non exeCutive direCtor

Hassim bin Baba, Malaysian, aged 64, was appointed as an


independent Non executive Director of KFC Holdings (Malaysia)
Bhd (“KFCH”) on 29 April 2005. He graduated with a Diploma
in Business Administration from the then MA MArA institute of
Technology (“M
(“MiT”), Malaysia and passed the Securities institute
of Australia and London Chartered institute of Company
Secretaries examinations and qualified as an Australia Securities
Analyst and Chartered Company Secretary.

He is a member of the Audit Committee of KFCH. Other than


as disclosed, he does not have any family relationship with any
director and/or major shareholder of the Company. He has no
personal interest in any business arrangement involving KFCH.
He has not been convicted for any offences.

He attended all five (5) Board Meetings of the Company held


during the financial year ended 31 December 2009.

058 KFC holdings (malaysia) bhd


annual report 2009
board oF directorS
KentucKy Fried chicKen
management Pvt. ltd.
(KFc SingaPore)

01 03

02 04

01 TAN SRI DATO’ MUHAMMAD ALI 03 MICHEAL GIAN


BIN HASHIM CHIEF EXECUTIVE OFFICER
CHAIRMAN

02 AHAMAD BIN MOHAMAD 04 JAMALUDIN BIN MD ALI


DEPUTY CHAIRMAN DIRECTOR

KFC holdings (malaysia) bhd


annual report 2009 059
board oF directorS
mumbai chicKen Pvt. ltd.
Pune chicKen reStaurantS Pvt. ltd.
(KFc india)

01 03 05

02 04 06

01 TAN SRI DATO’ MUHAMMAD ALI 03 JAMALUDIN BIN MD ALI 05 MOHAMMAD BIN ALWI
BIN HASHIM DIRECTOR DIRECTOR
CHAIRMAN

02 AHAMAD BIN MOHAMAD 04 MOHD ZAM BIN MUSTAMAN 06 T.H. LIM


DEPUTY CHAIRMAN DIRECTOR DIRECTOR

060 KFC holdings (malaysia) bhd


annual report 2009
board oF directorS
KFc (b) Sdn. bhd.
(KFc brunei daruSSalam)

01 03

02 04

01 AHAMAD BIN MOHAMAD 03 JAMALUDIN BIN MD ALI 05 CYRIL BUNGGA


DIRECTOR DIRECTOR DIRECTOR

02 NELKY GOH 04 TAN CHENG KIAT 06 GOH THIAM FATT


MANAGING DIRECTOR DIRECTOR DIRECTOR

KFC holdings (malaysia) bhd


annual report 2009 061
toP
management
committee

From leFt to right

aZiZah bt abdul rahman Jamaludin bin md ali sK Wong


DIRECTOR MANAGING DIRECTOR DIRECTOR
Integrated Poultry KFC & Pizza Hut Malaysia
& Food Manufacturing

ALAN AU MOHD ZAM BIN MUSTAMAN MOHAMMAD BIN ALWI


SENIOR VICE PRESIDENT DIRECTOR DIRECTOR
Finance, MIS & Corporate Planning Legal, Properties & Corporate Services Finance & Human Resources

062 KFC holdings (malaysia) bhd


annual report 2009
head oF
diviSion

From leFt to right

NELKY GOH P.P FOO EDMUND LOONG


MANAGING DIRECTOR MANAGING DIRECTOR SENIOR GENERAL MANAGER
KFC Brunei KFC Marketing Sdn Bhd Internal Audit

MICHAEL GIAN DR E.T. KOOI


CHIEF EXECUTIVE OFFICER DEPUTY PRESIDENT
KFC & Pizza Hut Singapore Integrated Poultry
& Food Manufacturing

KFC holdings (malaysia) bhd


annual report 2009 063
head oF
diviSion

From leFt to right

AZAMI BIN MUSTAPHA T.H. LIM MOHD IZANI HASSAN


SENIOR GENERAL MANAGER VICE PRESIDENT GENERAL MANAGER
Ayamas Food Corporation Sdn Bhd KFC Peninsular Malaysia Property & Technical

M.J. LING ROSNIZA BT BAHARUM


SENIOR GENERAL MANAGER GENERAL MANAGER
KFC East Malaysia Corporate Communications

064 KFC holdings (malaysia) bhd


annual report 2009
From leFt to right

HEZAL BIN AHMAD RAFIQ MOOSA MOHD ROSLAN


CHIEF EXECUTIVE OFFICER GENERAL MANAGER BIN MOHD SALUDIN
KFC India Rasamas & Kedai Ayamas GENERAL MANAGER
Shariah & Halal Compliance
SHARIFAH MUSAINAH ZAITON BT IBRAHIM
BT SYED ALWI CHIEF EXECUTIVE OFFICER
GENERAL MANAGER Paramount International College
Human Resources

KFC holdings (malaysia) bhd


annual report 2009 065
Shariah
adviSory
council

sitting From leFt to right

TAN SRI DATO’ ABDUL KADER BIN TALIP


TAN SRI DATO’ MUHAMMAD ALI BIN HASHIM
AHAMAD BIN MOHAMAD

standing From leFt to right

DATO’ HAJI NOOH BIN GADOT


DATUK HAJI MD. HASHIM BIN HAJI YAHAYA
PROF. DATUK DR. SIDEK BIN BABA
JAMALUDIN BIN MD ALI
MOHD ROSLAN BIN MOHD SALUDIN

066 KFC holdings (malaysia) bhd


annual report 2009
Corporate
Information

BOARD OF DIRECTORS AUDIT COMMITTEE

1 TAN SRI DATO’ MUHAMMAD ALI BIN HASHIM 1 KUA HWEE SIM
Chairman Chairman
NON INDEPENDENT NON EXECUTIVE DIRECTOR
2 HASSIM BIN BABA
2 AHAMAD BIN MOHAMAD Member
Deputy Chairman
NON INDEPENDENT NON EXECUTIVE DIRECTOR 3 TAN SRI DATO’ DR YAHYA BIN AWANG
Member
3 JAMALUDIN BIN MD ALI
COMPANY SECRETARIES
MANAGING DIRECTOR/CHIEF EXECUTIVE OFFICER
MOHD ZAM BIN MUSTAMAN
4 KUA HWEE SIM (LS 0009020)
INDEPENDENT NON EXECUTIVE DIRECTOR
IDHAM JIHADI BIN ABU BAKAR
5 DATIN PADUKA (MAICSA 7007381)
SITI SA’DIAH BINTI SHEIKH BAKIR
NON INDEPENDENT NON EXECUTIVE DIRECTOR AUDITORS

6 TAN SRI DATO’ KPMG, Chartered Accountants


DR YAHYA BIN AWANG Level 10, KPMG Tower, 8 First Avenue
INDEPENDENT NON EXECUTIVE DIRECTOR Bandar Utama, 47800 Petaling Jaya

7 DATUK ISMEE BIN ISMAIL PRINCIPAL BANKERS


NON INDEPENDENT NON EXECUTIVE DIRECTOR
Alliance Bank Malaysia Berhad
8 HASSIM BIN BABA CIMB Bank Berhad
INDEPENDENT NON EXECUTIVE DIRECTOR Citibank Berhad
HSBC Bank Malaysia Berhad
EXECUTIVE COMMITTEE Malayan Banking Berhad

SOLICITORS
1 AHAMAD BIN MOHAMAD
Chairman M/S Azmi & Associates
M/S Zainal Abidin & Co
2 JAMALUDIN BIN MD ALI
Member REGISTERED OFFICE

3 SHEIK SHARUFUDDIN BIN SHEIK MOHD Level 17, Wisma KFC


Member No 17, Jalan Sultan Ismail
50250 Kuala Lumpur
SHARIAH ADVISORY COUNCIL Tel: 03-20263388 Fax: 03-20728600

TAN SRI DATO’ MUHAMMAD ALI BIN HASHIM Registrar & Transfer Office
AHAMAD BIN MOHAMAD
JAMALUDIN BIN MD ALI Pro Corporate Management Services Sdn Bhd
TAN SRI DATO’ ABDUL KADER BIN TALIP Suite 2, Tingkat 17, KOMTAR
DATO’ HAJI NOOH BIN GADOT Jalan Wong Ah Fook
DATUK HJ MD HASHIM BIN YAHAYA 80000 Johor Bahru
PROF. Datuk DR. SIDEK BIN BABA Tel No: 07-2225044 Fax No: 07-2223044
MOHD ROSLAN BIN MOHD SALUDIN (Secretary)
STOCK EXCHANGE LISTING

Bursa Malaysia Securities Berhad, Main Board

KFC holdings (malaysia) bhd


annual report 2009 067
GROUP
Structure

KFC HOLDINGS (MALAYSIA) BHD

100% 100% 100%


KFC Restaurants Holdings KFC Events Sdn Bhd Cilik Bistari Sdn Bhd
Sdn Bhd • Sales of food products • Board Game
• Investment holding vouchers

100% 100% 100% 100%


Kentucky Fried KFC (Peninsular KFC (East Malaysia) WQSR Holdings (S)
Chicken Malaysia) Sdn Bhd Sdn Bhd Pte Ltd
(Malaysia) • KFC restaurants • Investment holding • Investment holding
Sdn Bhd • Commissary
• KFC restaurants

100% 100% 90% 100%


SPM KFC KFC (Sabah) Kentucky Fried
Restaurants (Sarawak) Sdn Bhd Chicken Management
Sdn Bhd Sdn Bhd • KFC Pte Ltd
• Meals on wheels • KFC restaurants • KFC restaurants
• Property holding restaurants

51% 100%
KFC (B) Rasamas
Sdn Bhd Sdn Bhd
• KFC restaurants • Restaurants

100% 100% 100% 100%


Integrated Ayamas Integrated KFC India Holdings KFC
Poultry Industry Poultry Industry Sdn Bhd Manufacturing
Sdn Bhd Sdn Bhd • Investment holding Sdn Bhd
• Poultry processing plant • Breeder & broiler farms • Trading
• Hatchery • Bakery
• Feedmill

100% 75%
Mauritius Food Semangat
Corporation Pvt Ltd Juara Sdn Bhd
• Investment holding • Contract
Farming
(Intrapreneur)
100% 100% 100% 100%
Ladang Ternakan MH Integrated Mumbai Chicken Pune Chicken
Putihekar (N.S.) Farm Berhad Pvt Ltd Restaurants Pvt Ltd
Sdn Bhd • Property holding • KFC restaurants • KFC restaurants
• Breeder farm

068 KFC holdings (malaysia) bhd


annual report 2009
100% 100% 100% 55% 100%
Paramount Holdings (M) Paramount Roaster’s Chicken Tepak Marketing Region Food
Sdn Bhd Management Sdn Bhd Sdn Bhd Sdn Bhd Industries Sdn Bhd
• College/Learning • College/Learning • Investment holding • Contract packing • Sauce
Institution Institution manufacturing

90% 90%
100% 89.1% 100% 100% 88.8% 100%
Rasamas Bukit Rasamas
Subang Rasamas Taman Rasamas Bangi Rasamas Mergong Rasamas Larkin Rasamas
Tinggi Sdn Bhd Sdn
Bhd Universiti Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd Batu Caves
• Restaurant • Restaurant • Restaurant • Restaurant • Restaurant • Restaurant Sdn Bhd
(Intrapreneur) (Intrapreneur)
(Intrapreneur) (Intrapreneur) (Intrapreneur) (Intrapreneur) • Restaurant
(Intrapreneur)

100% 100% 90% 90% 89.2% 90% 100%


Rasamas Rasamas Rasamas Rasamas Rasamas Rasamas Rasamas
Melaka Sdn Bhd Nilai Sdn Bhd Kota Bharu Butterworth Tebrau Wangsa Maju Endah
• Restaurant • Restaurant Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd Parade
(Intrapreneur) (Intrapreneur) • Restaurant • Restaurant • Restaurant • Restaurant Sdn Bhd
(Intrapreneur) (Intrapreneur) (Intrapreneur) (Intrapreneur) • Restaurant
(Intrapreneur)

100% 100% 100%


Ayamas Food Rasamas Terminal Rasamas BC
Corporation Sdn Bhd Larkin Sdn Bhd Sdn Bhd
• Poultry processing & • Restaurant • Restaurant
further processing plants (Intrapreneur) (Intrapreneur)

90% 85% 100% 100% 100% 100%


Ayamas Farms Ayamas Feedmill Pintas Tiara Kedai Ayamas Rasamas Holdings KFC Marketing
& Hatchery Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd Sdn Bhd
Sdn Bhd • Contract Farming • Property holding • Convenience • Restaurants • Sales & marketing
• Contract (Intrapreneur) food store of food products
Farming
(Intrapreneur)

100% 100%
Ayamazz Sdn Bhd Usahawan
• Push Cart Bistari
Ayamas
Sdn Bhd
• Sudut
Ayamas

KFC holdings (malaysia) bhd
annual report 2009 069
Penetrating
New Markets
New marketing strategies enable us
to offer our products to people all
over Malaysia, even in the smallest
of neighbourhood stores.
CORPORATE
GOVERNANCE
STATEMENT

1 INTRODUCTION

The Board of Directors (the “Board”) of KFC Holdings (Malaysia) Bhd (“KFCH” or the “Company”) has adopted and
subscribed to the Malaysian Code on Corporate Governance (Revised 2007) (The Code) as a minimum basis for KFCH’s
practices on corporate governance. The Board further recognizes that the principles of integrity, transparency and
professionalism are key components for the Group’s continued growth and success. These will not only safeguard and
enhance shareholders’ value but will at the same time ensure that the interests of other stakeholders are protected.

The Board is pleased to report to the shareholders in particular and other stakeholders in general on the manner the
Company has applied the principles of corporate governance as set out in Part 1 of the Code as well as the extent of
its compliance with the Best Practices as set out in Part 2 of the Code.

2 THE BOARD OF DIRECTORS

2.1 Composition, Size and Effectiveness of the Board

The Board is led and managed by an experienced and effective Board with a wide range of knowledge and
expertise. The Board is primarily assigned for charting the strategic direction of the Group.

On 1 January 2010, the Company’s Board composition was further strengthened with the new appointment
of a Non-Independent Non Executive Director who is also the Managing Director of KPJ Healthcare Berhad,
Datin Paduka Siti Sa’diah binti Sheikh Bakir. With the changes, the Board currently has 8 members comprising
the Chairman, Tan Sri Dato’ Muhammad Ali bin Hashim (Non Independent Non Executive Director), Deputy
Chairman, Ahamad bin Mohamad (Non Independent Non Executive Director), the Managing Director, Jamaludin
bin Md Ali, 3 Independent Non-Executive Directors being Hassim bin Baba, Kua Hwee Sim and Tan Sri Dato’
Dr Yahya bin Awang and 1 other Non Independent Non Executive Director being Datuk Ismee bin Ismail. The
Company is in compliance with the Bursa Malaysia Securities Berhad’s Listing Requirements which require at
least two directors or one-third of the total number of Directors, whichever is higher, to be Independent Directors.
The Board retains full and effective control of the Company. The Managing Director has direct responsibilities for
business operations whilst non-executive directors have the necessary skill and experience to bring independent
judgments to bear on the issues relating to strategy, performance and resources. Key matters, such as approval of
annual and interim results, acquisitions and disposals, material agreements, major capital expenditures, budgets
and long term plans would require the Board’s approval.

The Board views that the number and composition of the current Board members are sufficient and well-balanced
for the Company to carry out its duties effectively, whilst providing assurance that no individual or small group of
individuals can dominate Board’s decision making.

072 KFC holdings (malaysia) bhd


annual report 2009
To ensure that there is balance of power and authority, the roles of the Chairman/Deputy Chairman and Managing
Director are separated and clearly defined. The Chairman/Deputy Chairman is primarily responsible for the orderly
conduct and effectiveness of the Board, including but not limited to organizing information necessary for the Board
to deal with the agenda of meetings, whilst the Managing Director’s primary task is to report, communicate and
recommend key strategic and operational matters and proposals to the Board for decision making purposes as well
as to implement policies and decisions approved by the Board. The Independent Directors and Non-Independent
Non Executive Directors are from varied business and professional backgrounds and bring with them a wealth of
experience that is brought to bear favourably in board decisions and policy formations. Together, the Directors
bring a wide range of business and financial experience relevant to the direction of the expanding Group.

Other than the Chairman and the Managing Director, the shareholders or stakeholders may convey any concerns
that they may have to the Chairperson of the Audit Committee who is also an Independent Non Executive Director.

2.2 Principal Duties and Responsibilities

The Board assumes six principal stewardship’s responsibilities:

a Reviewing and adopting a strategic plan for the Company.

The Board will review and approve the 5-year strategic plan for the Group.

The strategic and business plan for the period 2010 – 2014 was tabled, discussed and approved by the Board
at its meeting held on 24 November 2009.

Additionally, on an ongoing basis as the need arises, the Board will assess whether projects, purchases and
sale of equity as well as other strategic consideration being proposed at Board meetings during the year are
in line with the objectives and broad outline of the adopted strategic plans.

b Overseeing the conduct of the Company’s business to evaluate whether the business is being properly
managed.

At Board meetings, all key operations matters will be discussed and expert advice will be sought if necessary.

The performances of the various companies and operating units within the Group represent the major element
of the Board agenda. Where and when available, data are compared against national trends and performance
of similar companies.

The Group uses Key Performance Indicator (“KPI”) system as the primary driver and anchor to its performance
management system, of which is continually refined and enhanced to reflect the changing business
circumstances.

KFC holdings (malaysia) bhd


annual report 2009 073
CORPORATE
GOVERNANCE
STATEMENT

The Organisational Chart and the Group Authority Limits and Guidelines define, amongst others, the limits to
management responsibilities. At the end of each financial year the Board will set KPI that should be achieved
by the management for the next financial year.

c Identifying principal risks and ensuring the implementation of appropriate systems to manage these risks.

The Group has set up a Risk Management Committee for this purpose to assist the Board.

The principal objectives of the Enterprise Risk Management are, amongst others, to meet the strategies,
goal and objectives of the Group; to safeguard financial and non-financial assets of the Group; to allocate
and optimize the use of resources and to comply with policies, procedures, guidelines, laws and regulations.
For further information of the Risk Management Committee, please refer to page 084 of the Annual Report.

d Succession planning, including appointing, training, fixing the compensation of and where appropriate,
replacing senior management.

The Board’s responsibility in this aspect is being closely supported by the Group Human Resource division.
More importantly, after several years of continuous efforts in emphasizing and communicating the importance
of succession planning, the subject has now become an ongoing agenda being reviewed at various high-level
management and operational meetings of the Group.

e Developing and implementing an investor relations programme or shareholder communications policy for
the Company.

Various strategies and approaches are employed by the Group so as to ensure that investors and shareholders
are well-informed about the Group affairs and developments.

f Reviewing the adequacy and the integrity of the Company’s internal controls and management information
systems, including compliance with applicable laws, regulations, rules, directives and guidelines.

The Board’s function as regard to fulfilling the above responsibility is supported and reinforced through the
various Committees established at both the Board and Management’s level. Aided by an independent function
of the Group Internal Audit Division, the active functioning of these Committees through their regular meetings
and discussions would provide a strong check and balance and reasonable assurance on the adequacy of the
Group’s internal controls. Details on the Group Internal Audit functions are further discussed in the Internal
Control Statement and Audit Committee Report in this Annual Report.

074 KFC holdings (malaysia) bhd


annual report 2009
At the same time, the Board also ensures the sustenance of a dynamic and robust corporate climate
focused on strong ethical values. This emphasizes active participation and dialogues on a structured basis
involving key people at all levels, as well as ensuring accessibility to information and transparency on all
executive action. The Group’s annual employees’ gathering; Pedoman is one of the platform employed
in allowing and encouraging employees to engage in an open dialogue with the senior management. The
Group has also established a formal avenue for all employees to report directly to the Managing Director of
any misconduct or unethical behaviour conducted by any employees of the Group. The corporate climate
is also continuously nourished by value-centred programmes for team-building and active subscription to
core values.

2.3 Board Meetings and Supply Of Information

Operations Meetings are held once a month during which the Managing Director and Divisional Directors will be
briefed by management on all operational aspects of the Group. During the meetings, they will be furnished with
information on the progress of the operating units i.e. activities, performance, planned projects and problems
arising so as to enable the former to participate in problem solving and decision-making process. The Group has
also established a Top Management Committee wherein Divisional Directors and Top Senior Executives will meet
weekly to, amongst others, set the management direction of the Group and provide the general management and
corporate leadership. The Top Management Committee is also to facilitate collective decision-making at the top
management level of the Company’s stratum. The terms of reference of the Top Management Committee is set
out on page 084.

All Board meetings for the ensuing year are scheduled by December in the year before so as to allow Directors to
plan ahead. Board Meetings are held at least 4 times a year. Apart from the regular scheduled meetings, additional
meetings are convened as and when necessary to deliberate and approve ad-hoc, urgent and important issues.

The specific agendas tabled for the Board’s deliberation are the key financial and operational results and
performances of the Group, Company and its subsidiaries, strategic and corporate initiatives such as approval
of corporate plans and budgets, acquisitions and disposals of material assets, major investments and changes
to management and control structure of the Group, including key policies, procedures and authority limits.
The total number of Board Meetings held during the financial year was five (5) and all Directors have complied
with the minimum 50% attendance as required by Paragraph 15.05 of the Listing Requirements. The Directors are
provided with adequate Board Papers together with the agenda and minutes of the previous meeting on a timely
manner prior to the Board Meeting so as to give the Directors time to deliberate on the issues to be raised at the
meeting. All deliberations and conclusions of the Board meetings are duly recorded and minutes are kept by the
Company Secretary.

KFC holdings (malaysia) bhd


annual report 2009 075
CORPORATE
GOVERNANCE
STATEMENT

The Board recognizes the importance of providing timely, relevant and up-to-date information in ensuring an
effective decision making process by the Board. In this regard, the Board is provided with not just quantitative
information but also those of qualitative nature that is pertinent and of a quality necessary to allow the Board to
effectively deal with matters that are tabled in the meeting. All Directors have access to information within the
Company and to the advice and services of the Company Secretaries. The Directors may also obtain independent
professional advice, in furtherance of their duties.

In between meetings, the Managing Director meets regularly with the Chairman and other Board members (where
necessary) to keep them abreast of current development. Circular Resolutions are used for determination of
matters arising in between meetings.

2.4 Appointment and re-election of Directors

The number and composition of Board membership are reviewed on a regular basis appropriate to the prevailing
size, nature and complexity of the Group’s business operations so as to ensure the relevance and effectiveness
of the Board. In the event of a need to appoint new member(s) of the Board, Johor Corporation (“JCorp”), as
the ultimate holding corporation through its Nomination and Remuneration Committee (“NRC”) will nominate a
qualified candidate with the required core competency to effectively discharge his/her role as a Director of the
Company. In any case, the appointment of the Board Member(s) is effected only after the official approval by the
Board and after taking into consideration the Best Practice Guidelines For Directors adopted by the Board.

The Board is responsible to the shareholders. All Directors appointed during the financial year retire at the
Annual General Meeting (“AGM”) of the Company in the period of appointment and are eligible for re-election.
In compliance with the Paragraph 7.26(2) of the Listing Requirements, all directors shall retire once at least in
every 3 years.

In accordance with Article 89 of the Articles of Association of the Company, the following directors retire by
rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election:

i Jamaludin bin Md Ali

ii Hassim bin Baba

In accordance with Article 96 of the Articles of Association of the Company, Datin Paduka Siti Sa’diah binti Sheikh
Bakir retires at the forthcoming Annual General Meeting and being eligible, offers herself for re-election.

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2.5 Directors’ Remuneration

The Board believes that the levels of remuneration offered by the Group are sufficient to attract Directors of
calibre and with sufficient experience and talents to contribute to the performance of the Group. The remuneration
framework for Executive Director has an underlying objective of attracting and retaining directors needed to run
the Company successfully. Remuneration packages of Executive Director are structured to commensurate with
corporate and individual’s performance. The Non-Executive Directors are remunerated based on fixed annual fees
approved by the shareholders of the Company.

The details on the remuneration of the directors are as follows:

Fees -
 Basic Subsi- Employer’s Benefit
Salary Fees* Bonus Gratuity diaries Allowance EPF -in-kind Total
RM RM RM RM RM RM RM RM

EXECUTIVE
DIRECTOR
Jamaludin bin Md Ali 557,280 40,000 222,480 238,132 19,085 2,411 93,576 274,959 1,447,923

NON-EXECUTIVE
DIRECTORS
Tan Sri Dato’ Muhammad – 80,000 – – 37,170 24,500 – 1,894 143,564
Ali bin Hashim
Ahamad bin Mohamad – 60,000 – – 25,113 18,911 – 17,566 121,590
Kua Hwee Sim – 40,000 – – – 17,500 – – 57,500
Hassim bin Baba – 40,000 – – – 13,500 – – 53,500
Tan Sri Dato’ Dr Yahya – 40,000 – – – 12,000 – – 52,000
bin Awang
Datuk Ismee bin Ismail – 33,333 – – – 3,000 – – 36,333

– 293,333 – – 62,283 89,411 – 19,460 464,487

* Fees to be approved at the forthcoming AGM.

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CORPORATE
GOVERNANCE
STATEMENT

2.6 Directors’ Training

The Board oversees the training needs of its Directors. Directors are regularly updated on the Group’s
businesses and the competitive and regulatory environment in which they operate. Directors, especially
newly appointed ones, are encouraged to visit the Group’s operating centres to have an insight on the Group’s
operations which would assist the Board to make effective decisions relating to the Group. All Board members
have attended and completed the Mandatory Accreditation Programme (“MAP”) as required by the Bursa
Malaysia Securities Berhad (“Bursa Securities”). Save and except for those directors that were appointed
after the repeal of Practice Note 15/2003 on 1 January 2005, each director has also accumulated the requisite
minimum 72 Continuing Education Programme points by 31 December 2005 as required by Bursa Securities.
Directors are encouraged to attend various external professional programmes deemed necessary to ensure
that they are kept abreast on various issues facing the changing business environment within which the Group
operates. For the year under review, the Directors had continuingly kept abreast with the development in the
market place with the aim of enhancing their skills, knowledge and experience in order to fulfill their duties
as Directors.

Among the training programmes, seminars and briefings attended during the year are as follows:

• A turning point for Corporate Governance


• The Non-Executive Director Development Series :- Is it worth the risk?
• CR Overview and identifying CR Risks and Opportunity for Companies by ACCA
• Forum on CG Guide
• PLS Forum on CG Best Practices

Apart from this requirement, the Group has implemented a Directors’ Programme policy wherein all new
directors who are appointed from among the Group’s Senior Executives must attend a Directors’ course
administered and organized by JCorp and pass the examination set prior to being eligible for appointment
to the Board. All new directors will be given comprehensive briefing of the Group’s history, operations and financial
control systems in order to provide them with first-hand knowledge of the Group’s operations.

3 BOARD AND MANAGEMENT COMMITTEES

 he Group has formed several committees to facilitate the operations of the Group. Each committee has written terms
T
of reference defining their scope, powers and responsibilities. The list of committees includes, amongst others:

Board Committees:

i Audit Committee

Pursuant to paragraph 15.15 of the Listing Requirements of Bursa Securities, the Audit Committee Report for
the financial year, which sets out the composition, terms of reference and a summary of activities of the Audit
Committee, is contained on pages 088 to 091 of this Annual Report.

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ii. Nomination and Remuneration Committee

In line with JCorp’s Groupwide corporate practice, the functions and responsibilities of the Company’s NRC
are vested with JCorp Group NRC.

This approach in centralizing NRC functions is not an uncommon practice among top global companies and
leading multi national corporations. The prime consideration is the strategic advantage that the Centre provides
by allowing wider access and greater reach to a much larger pool of talent, skills and expertise as well as to
benchmark remunerations on a group-wide basis. KFCH is directly represented at the JCorp NRC by its
Chairman, Deputy Chairman and Managing Director who are respectively the Chairman and official members
of the JCorp NRC.

The terms of reference of the NRC are as follows:

Purpose

The NRC is established primarily to:

A Nomination

1 Identify and recommend candidates for Board directorship of Public Listed Companies within
JCorp Group (“PLC”);

2 Recommend directors to fill the seats on Board Committee;

3 Evaluate the effectiveness of the Board of PLCs and Board Committee (including the size and
composition) and contributions of each individual director;

4 Ensure an appropriate framework and plan for Board of PLC succession.

B Remuneration

1 Provide assistance to the JCorp and the Board of PLCs in determining the remuneration of executive
directors, senior management and Chief Executive Officer. In fulfilling these responsibilities, the NRC
is to ensure that executive directors and applicable senior management of JCorp and PLCs:

• Are fairly rewarded for their individual contribution to overall performance;


• Are compensated reasonably in light of the Company’s objectives; and
• Are compensated similar to other companies.

2 Establish the Managing Director/Chief Executive Officer’s goals and objectives; and

3 Review the Managing Director/Chief Executive Officer’s performance against the goals and objectives set.

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CORPORATE
GOVERNANCE
STATEMENT

Membership

The NRC shall consist of at least the representative of JCorp and PLCs as follows:

1 Tan Sri Dato’ Muhammad Ali bin Hashim (Chairman)


President & Chief Executive Officer, Johor Corporation

2 Tan Sri Datuk Arshad Ayub


Independent Representative

3 En Kamaruzzaman bin Abu Kassim


Senior Vice President - Corporate Services/Chief Operating Officer, Johor Corporation

4 Datin Paduka Siti Sa’diah binti Sheikh Bakir


Managing Director, KPJ Healthcare Berhad

5 Tuan Hj Ahamad bin Mohamad


Managing Director, Kulim (Malaysia) Berhad

6 Tuan Hj AFM Shafiqul Hafiz


Chairman, Johor Land Berhad

7 Tuan Hj Rozan bin Mohd Sa’at


Senior Vice President - Intrapreneur Division, Johor Corporation and Managing Director, Sindora Berhad

8 En Jamaludin bin Md Ali


Managing Director, QSR Brands Bhd and KFC Holdings (Malaysia) Bhd

The appointment of a NRC member terminates when the member ceases to be a director of PLCs, or as determined
by the Board of JCorp.

The NRC shall have no executive powers.

In the event of equality of votes, the Chairperson of the NRC shall have a casting vote. In the absence of the
Chairperson of the NRC, the members present shall elect one of their numbers to chair the meeting.

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Meetings

The NRC shall meet at least once a year. Additional meetings shall be scheduled as considered necessary by
the NRC or Chairperson. The NRC may establish procedures from time to time to govern its meeting, keeping of
minutes and its administration.

The NRC shall have access to such information and advice, both from within the Group and externally, as it deems
necessary or appropriate in accordance with the procedures determined by JCorp. The NRC may request other
directors, members of management, counsels and consultants as applicable to participate in NRC meetings, as
necessary, to carry out the NRC’s responsibilities. Non-NRC directors and members of management in attendance
may be required by the Chairperson to leave the meeting of the NRC when so requested.

The Secretary of the NRC shall be appointed by the NRC from time to time. NRC meeting agendas shall be the
responsibility of the NRC Chairperson with input from the NRC members. The Chairperson may also request
management to participate in this process. The agenda of each meeting, including supporting information, shall
be circulated at least seven days before each meeting to the NRC members and all those who are required to
attend the meeting.

The NRC shall cause the minutes to be duly entered in the books provided for the purpose of all resolutions and
proceedings of all meeting of the NRC. Such minutes shall be signed by the Chairperson of the meeting at which
the proceedings were held or by the Chairperson of the next succeeding meeting, and if so signed, shall be the
conclusive evidence without any further proof of the facts thereon stated.

The NRC, through its Chairperson, shall report to the Board of PLCs at the next Board of Directors’ meeting after
each NRC meeting. When presenting any recommendation to the Board of PLCs, the NRC shall provide such
background and supporting information as may be necessary for the Board to make an informed decision. The
NRC shall provide such information to the Board as necessary to assist the Board of PLCs in making a disclosure
in the Annual Report of PLCs and JCorp in accordance with the Best Practices of the Code Part 2 AAIX.

The Chairperson of the NRC shall be available to answer questions about the NRC’s work at the Annual General
Meeting of the PLCs.

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Scope of Activities

The duties of the NRC shall include the following:

A Nomination

1 To determine the criteria for Board membership, including qualities, experience, skills, education and
other factors that will best qualify a nominee to serve on the Board of respective PLCs;

2 To review annually and recommend to the Board with regards to the structure, size, balance and
composition of the Board of PLCs and Committees including the required mix of skills and experience,
core competencies which non-executive directors should bring to the Board and other qualities to function
effectively and efficiently;

3 To consider, evaluate and propose to the Board any new board appointments, whether of executive or non-
executive position. In making a recommendation to the Board of PLCs on the candidate for directorship,
the NRC shall have regard to:

•  ize, composition, mix of skills, experience, competencies and other qualities of the existing Board of
S
PLCs, level of commitment, resources and time that the recommended candidate can contribute to
the existing Board; and

• Best Practices of the Code Part 2 AAIII which stipulate that non-executive directors should be persons
of calibre, credibility and have the necessary skill and experience to bring an independent judgement
to bear on issues considered by the Board and that independent non-executive directors should
make up at least one-third of the membership of the Board of PLCs.

4 To propose to the Board of the PLCs the responsibilities of non-executive directors, including membership
and Chairpersonship of Board Committees.

5 To evaluate and recommend the appointment of senior executive positions, including that of the Managing
Director or Chief Executive and their duties and the continuation (or not) of their service.

6 To establish and implement processes for assessing the effectiveness of the Board of PLCs as a whole,
the Committees of the Board and for assessing the contribution of each director.

7 To evaluate on an annual basis:

• The effectiveness of each director’s ability to contribute to the effectiveness of the Board and the
relevant Board Committees and to provide the necessary feedback to the directors in respect of their
performance;

• The effectiveness of the Committees of the Board; and

• The effectiveness of the Board of PLCs as a whole.

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8 To recommend to the Board:

• Whether directors who are retiring by rotation should be put forward for re-election; and

• Termination of membership of individual director in accordance with policy, for cause of other
appropriate reasons.

9 To establish appropriate plans for succession at Board level, and if appropriate, at senior management level.

10 To provide for adequate training and orientation of new directors with respect to the business, structure
and management of the Group as well as the expectations of the Board with regard to their contribution
to the Board and Company.

11 To consider other matters as referred to the NRC by the Board.

B Remuneration

1 To establish and recommend the remuneration structure and policy for directors and key executives, if
applicable, and to review for changes to the policy as necessary.

2 To ensure that a strong link is maintained between the level of remuneration and individual performance
against agreed targets, the performance-related elements of remuneration setting forming a significant
proportion of the total remuneration package of executive directors.

3 To review and recommend the entire individual remuneration packages for each of the executive
director and, as appropriate, other senior executives, including: the terms of employment or contract of
employment/service; any benefit, pension or incentive scheme entitlement; any other bonuses, fees and
expenses; and any compensation payable on the termination of the service contract.

4 To review with the Managing Director/Chief Executive Officer, his/her goals and objectives and to assess
his/her performance against these objectives as well as contribution to the corporate strategy.

5 To review the performance standards for key executives to be used in implementing the Group’s
compensation programs where appropriate.

6 To consider and approve compensation commitments/severance payments for executive directors and
key executives, where appropriate, in the event of early termination of the employment/service contract.

7 To consider other matters as referred to the NRC by the Board.

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STATEMENT

iii Risk Management Committee

The Board has established the Risk Management Committee (“RMC”) and the Enterprise Risk Management (“ERM”)
framework. The RMC is chaired by the Chief Risk Officer who is also the Director – Group Finance. The principal
objectives of the ERM are, amongst others, to meet the strategies, goal and objectives of the Group; to allocate and
optimize the use of resources and to comply with policies, procedures, guidelines, laws and regulations.

The Audit Committee will oversee the effectiveness of ERM process across the Group whereby the Board retains the
overall risk management responsibility.

The principal roles and responsibilities of RMC:

• Create a high-level risk strategy (policy) aligned with Group’s strategic business objectives;
• Communicate board vision, strategy, policy, responsibilities, and reporting lines to all employees across the Group;
• Identify and communicate to the Board the critical risks (present or potential) the Group faces, their changes, and
the management action plans to manage the risks;
• Perform risk oversight and review risk profiles and organisational performance;
• Aggregating the Group’s risk position and yearly reporting to the Board on the risk situation/ status;
• Set performance measures for the Group; and
• Provide guidance to the business units on the Group’s and business unit’s risk appetite and capacity, and other
criteria which, when exceeded, trigger an obligation to report upward to the Board.

Management Committees:

i Top Management Committee (“TMC”)

1 The terms of reference and objectives of the TMC are as follows:

a Manages the Group in all aspects of business;


b Implements strategic business plans and policies as approved by the Board of Directors
c Identifies, formulates and prioritizes strategic issues and charts strategic directions for action by the
Management and staff

2 The members of the TMC comprise the following:

1 Managing Director
2 Director – Integrated Poultry & Food Manufacturing
3 Director – Legal & Corporate Services
4 Director – Group Finance
5 Director – KFC & Pizza Hut Brands
6 Senior Vice President – Group Finance, MIS & Corporate Planning

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Decisions taken will be by majority.

Appointment of members is by the Exco.

3 Meetings are to be held on every Wednesday or as and when it deems necessary.

ii Agreement Committee

The principal term of reference of the Agreement Committee is to assist the Group in preparing and reviewing
the terms and conditions of legal documents for corporate and/or commercial transactions to be entered into by
the Group.

iii Asset Committee

The principal term of reference of the Asset Committee is to acquire properties of existing rented premises as well
as procuring/disposing of suitable sites for outlets expansion and other operations of the Group.

iv Tender Committee

The principal term of reference of the Tender Committee is to review and evaluate tenders of purchases and
expenditures and to make such appropriate recommendations to the relevant Committees for approval.

4 SHAREHOLDER RELATIONSHIP

In line with the Group’s commitment to observe the highest level of accountability and transparency to its stakeholders,
the Group continually ensures that it maintains a high level of disclosure and communication with its shareholders and
stakeholders through various practicable and legitimate channels. The Group is duty-bound to keep the shareholders
and investors informed of any major developments and changes affecting the Group.

The management holds discussions and dialogues with analysts and investors on a regular basis. During the
discussions and dialogues, presentations based on permissible disclosures are made to the analysts and investors
to provide details on the Group i.e. financial performance, any major developments and future plans. Apart from
the mandatory requirement to make public announcements via the Bursa Securities, the Group also disseminates
information through press releases on corporate events, product launches and any significant developments
of the Group.

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CORPORATE
GOVERNANCE
STATEMENT

In addition to the above, the Group has an interactive web-site available at http://www.kfcholdings.com.my to
communicate with investors and the investing public. The web-site is being used as a forum to answer inquiries and
provide information on the activities of the Group.

The Annual General Meeting is the principal forum for dialogue and interaction with the shareholders of the Company.
Besides the usual agenda of the Annual General Meeting, the Board presents the progress and performance of
the business. Thereafter, the shareholders are presented with the opportunity to participate in question and answer
sessions with the Directors.

5 ACCOUNTABILITY AND AUDIT

5.1 Financial Reporting

In presenting the annual financial statement and quarterly announcements to the shareholders, the Board aims
to present a balanced and understandable assessment of the Group’s position and prospects. This also applies
to other price-sensitive public reports and reports to regulators. Timely release of announcements reflects the
Board’s commitment to provide up-to-date and transparent information on the Group’s performance.

In the preparation of the financial statement, the Directors have taken the necessary steps to ensure that the
Group had used all the applicable Financial Reporting Standards, provisions of the Companies Act, 1965 and
relevant provisions of laws and regulations in Malaysia and the respective countries in which the subsidiaries
operate, consistently, and that the policies are supported by reasonable and prudent judgment and estimates.
The Audit Committee assists the Board in ensuring the accuracy, adequacy and completeness of the information
to be disclosed. The Statement by Directors pursuant to Section 169 of the Companies Act 1965 is set out on
page 182 of the Annual Report.

The quarterly reports, prior to tabling to the Board for approval will be reviewed and approved by the Audit
Committee.

5.2 Internal Control

The Group’s Statement on Internal Control is set out on pages 092 to 095 of this Annual Report.

5.3 Relationship with the Auditors

The Board, through the Audit Committee, has maintained a formal procedure of carrying out an independent
review of all quarterly reports, annual audited financial statements, External Auditors’ audit plan, report, internal
control issues and procedures. The Audit Committee meets with the External Auditors without the presence of
the Executive Board and Senior Management at least twice a year. During the year, two meetings have been
conducted without the presence of the management. Representatives from the External Auditors are also invited
to attend every Annual General Meeting.

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The Group’s internal audit department, reporting to the Audit Committee performs regular reviews of business
processes to assess the effectiveness of internal controls and highlight significant risks impacting the Group.
The Audit Committee conducts annual reviews on the adequacy of the internal audit department’s scope of work
and resources.

The Report of the Audit Committee is set out on pages 088 to 091 of the Annual Report.

5.4 Statement of Directors’ Responsibilities in respect of the Audited Financial Statements

The provisions of the Companies Act, 1965 require the directors to be responsible in preparing the financial
statements for each financial year which gives a true and fair view of the state of affairs of the Group and the
Company at the end of the financial year and of the results and cash flows for the financial year then ended.
In complying with these requirements, the directors are responsible for ensuring that proper accounting records
are maintained and suitable accounting policies are adopted and applied consistently. In cases whereby judgment
and estimates were required, the directors have ensured that these were made prudently and reasonably.

The Directors also ensured that all applicable accounting standards have been followed and confirmed that
the financial statements have been prepared on a going concern basis.

In addition, the Directors are also responsible for safeguarding the assets of the Company by taking reasonable
steps to prevent and detect fraud and other irregularities.

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AUDIT
COMMITTEE
REPORT

Members of the Audit Committee

The Audit Committee presently comprises three members and all are independent non-executive directors as follows:

1 Kua Hwee Sim ( Independent & Non-Executive Director )


2 Hassim bin Baba ( Independent & Non-Executive Director )
3 Tan Sri Dato’ Dr Yahya bin Awang ( Independent & Non-Executive Director )

Kua Hwee Sim is the Chairperson of the Audit Committee as appointed by the Board.

Attendance of Meetings

The Audit Committee convened four meetings during the financial year ended 31 December 2009 and details of attendance
of each member are as follows:

Date of Meetings
Audit Committee Members 24 Feb 18 May 13 Aug 19 Nov

Kua Hwee Sim √ √ √ √


Hassim bin Baba √ √ √ √
Tan Sri Dato’ Dr Yahya bin Awang √ √ √ √

√ - attended the meeting

The Managing Director, Divisional Directors, Head of Finance and Head of Internal Audit attended the audit committee
meetings at the invitation of the Audit Committee. The external auditors also attended two of the meetings where they held
private discussion with the Audit Committee without the presence of management.

Summary of Activities

The Audit Committee carried out the following activities during the financial year in accordance to its terms of reference:

a Reviewed the quarterly result announcements prior to the approval of the Board.

b Reviewed the audited financial statements prior to the approval of the Board.

c Reviewed the external auditor’s fees, scope of work and audit plan prior to the commencement of audit.

d Discussed with the external auditors on significant matters arising from their examination of the audited financial
statements, including compliance with applicable accounting standards.

e Reviewed the external auditor’s management letter and evaluated management response.

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f Reviewed and approved the internal audit plan and the key performance indicators of the internal audit department
for the year.

g Reviewed and monitored the adequacy of scope, function, competency and resources of the internal audit department
towards the achievement of the internal audit plan and its key performance indicators.

h Deliberated on the internal audit findings and appraised management’s response to the key audit observations and
recommendations including following-up on management’s implementation of the recommendations.

i Reviewed the related party transactions entered into by the Group.

j Reviewed the key risks identified in the Enterprise Risk Management report.

TERMS OF REFERENCE

Composition

i Audit Committee members shall be appointed by the Board from among its numbers and their appointment shall
be concurrent with their tenure on the Board.

ii The Audit Committee shall comprise not less than three members and all the members must be non-executive directors
with a majority of them being independent directors.

iii In the event a member retires or ceases to be a member resulting in the number reducing to below three, the Board
shall within three months appoint new members to make up the minimum number of three members.

iv At least one member of the Audit Committee must be a member of the Malaysian Institute of Accountants or must
have the necessary experience and recognized qualifications or such other requirements as prescribed or approved
by Bursa Malaysia Securities Berhad.

v No alternate director shall be appointed as an Audit Committee member.

Chairperson

The Audit Committee Chairperson shall be an independent non-executive director appointed by the Board.

Secretary

The Company Secretary shall act as the Secretary of the Audit Committee.

Review of performance

The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board
at least once every three years.

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AUDIT
COMMITTEE
REPORT

Meetings

The Audit Committee shall meet not less than four times a year. Additional meetings may be called at any time at the
discretion of the Audit Committee Chairperson.

Quorum

The quorum for Audit Committee meetings shall be two members and the majority of the members present shall be
independent non-executive directors.

Attendance

The Head of Finance and Head of Internal Audit would normally attend meetings. Other board members, senior management
and external auditors may attend meetings upon the invitation of the Audit Committee.

Authority

The Audit Committee is empowered by the Board:

i To have explicit authority to investigate any matter within its terms of reference.

ii To have full and unrestricted access to all records, information, properties and personnel.

iii To have direct communication channels with the external and internal auditors.

iv To be able to obtain independent professional advice and to secure the attendance of outsiders with the relevant
experience and expertise if the Audit Committee considers this necessary.

v To be able to convene meetings with the external auditors, the internal auditors, or both, excluding the attendance of
other directors and employees, whenever deemed necessary.

Duties and Responsibilities

i To consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal.

ii To discuss with the external auditor prior to the commencement of audit, the nature and scope of the audit and ensure
coordination where more than one audit firm is involved.

iii To review the quarterly, half-yearly and year-end financial statements prior to the approval of the board, focusing on:

• compliance with accounting standards and other legal requirements


• any changes in the accounting policies and practices
• significant issues arising from the audit
• the going concern assumption

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iv To discuss problems and reservations arising from the interim and final audits, and any significant matter the external
auditor may wish to discuss (in the absence of management where necessary).

v To review the external auditor’s management letter and management’s response.

vi. To do the following with the internal audit function:

• Review the adequacy of scope, function, competency and resources of the internal audit department and that it
has the necessary authority to carry out its work.
• Review the internal audit program and the results of audit work and where necessary ensure that appropriate
action is taken on the recommendations of the internal auditors.
• Review the coordination of external audit and internal audit.
• Review any major discoveries of audit investigations and management’s response.
• Approve the appointment of senior staff members of internal audit department, review performance appraisals
and be informed of resignations and providing the resigning staff an opportunity to submit his/her reason for
resigning.

vii To review any related party transaction and conflict of interest situation that may arise within the company or Group
including any transaction, procedure or course of conduct that raises questions of management integrity.

viii Where the Audit Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved
resulting in a breach of the Listing Requirements, the Committee shall promptly report such matter to the Bursa
Malaysia Securities Berhad.

ix To undertake any other responsibilities as may be agreed by the Audit Committee and the Board.

INTERNAL AUDIT FUNCTION

The internal audit function is undertaken by the Group Internal Audit Department (GIAD). It reports directly to the Audit
Committee and assists the Committee in discharging its duties and responsibilities.

The GIAD is adequately staffed by experienced and qualified auditors and it incurred an estimated cost of RM 1.4 million
during the financial year. GIAD’s scope of work is spelt out in the annual audit plan that is approved by the Audit Committee.
The plan covers all the operating divisions and support functions of the Group and GIAD’s performance is measured
against the approved key performance indicators.

In every audit assignment, GIAD conducted risk evaluations, reviewed the adequacy and effectiveness of the system
of internal controls and reviewed the extent of compliance with the Group’s policies and procedures and regulatory
requirements. GIAD also reviewed the key business processes with the objective of improving the efficiency of the Group’s
operations.

During the financial year, GIAD tabled forty eight audit reports to the Audit Committee and followed-up to ensure pertinent audit
recommendations are addressed by management.

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annual report 2009 091
Statement
of internal
control

This Statement on Internal Control has been prepared in compliance with the Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Securities”) and in accordance with the Guidance for Directors of Public Listed Companies.

BOARD RESPONSIBILITY

The Board recognizes the importance of maintaining a sound system of internal controls and risk management practices
within the Group and affirms its responsibility to review the adequacy and effectiveness of these systems and processes
on a regular basis. The system of internal controls is designed to provide reasonable assurance on the effectiveness
and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations. It is
also meant to effectively manage business risks towards the achievement of objectives so as to enhance the value of
shareholders’ investments and to safeguard the Group’s assets.

However, as in any system of internal control, it is designed to manage rather than eliminate the risk of failure to achieve
business objectives and therefore, it can only provide reasonable and not absolute assurance against material misstatement
or loss.

INTERNAL CONTROL FRAMEWORK

The key components of the Group’s internal control framework are as follows:

Board and Management Committees

The Group has established several committees to assist the Board and management in discharging their responsibilities
and the objectives of these committees are clearly spelt out in their terms of reference.

The Executive Committee is established to formulate strategic business plans, directions and policies for the Group and
makes appropriate recommendations for the approval of the Board. The Top Management Committee is established
to manage all aspects of the Group’s business and to oversee the implementation of the approved business plans and
policies. Other committees such as Tender Committee, Agreement Committee and Risk Management Committee are
established to ensure that management abides by approved policies and procedures and best practices in the evaluation
and award of tendered purchases, drafting of legal documentation and implementation of risk management
practices to safeguard the Group’s interests.

Organization Structure

The Board has established a formal organization structure for the Group with delineated lines of authority, responsibility
and accountability. It has put in place suitably qualified and experienced management personnel to head the Group’s
diverse operating units into delivering results and their performance are measured against the Key Performance Indicators
that are approved by the Board.

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annual report 2009
Authority limits

The Board has established authority limits for approving revenue and capital expenditures for each level of management
and also established cheque signatories for approving payments. Major capital investments, acquisitions and disposals
exceeding a certain threshold must be referred to the Board or relevant Committee for approval.

Enterprise Risk Management

The Enterprise Risk Management framework adopted by the Group is a structured and disciplined approach to align
its strategy, processes, people, technology and knowledge in evaluating and managing business risks. This involves
updating of principal risks across all the operating divisions periodically and timely reporting of these risks to the attention
of the Audit Committee and the Board.

The Group has established a Risk Management Committee that comprises senior management and chaired by a Chief
Risk Officer who is also the Director of Finance. The Risk Management Committee functions within the authority of the
charter and the risk policy and guidelines approved by the Board.

A Risk Management Department has been established to assist the Risk Management Committee. It is responsible for the
ongoing development of the Enterprise Risk Management process which includes coordination with the respective risk
management units in monitoring risks, formulating risk treatment plans and conducting risk management trainings and
awareness for risk owners.

During the year, the Group continuously carried out a series of risk assessment interviews and workshops with senior
management to identify, prioritise, evaluate and rate all key risks and controls affecting the Group in achieving its business
objectives. These risk assessment workshops and risk awareness sessions have been extended to cover foreign operations
in Brunei and Singapore. The result from this exercise was presented to the Audit Committee and the Board.

Audit Committee

The Board recognizes that the Audit Committee forms an integral part of the Group’s internal control and risk management
framework and in promoting good corporate governance. The Audit Committee performs an important oversight role in
maintaining the integrity of the Group’s system of internal control and risk management practices. The Audit Committee
is assisted by the internal auditors and has access to the external auditor and the chief risk officer. The activities of the
Audit Committee and internal audit function are reported in the Audit Committee Report on pages 088 to 091.

KFC holdings (malaysia) bhd


annual report 2009 093
Statement
of internal
control

OTHER KEY ELEMENTS OF INTERNAL CONTROL

Complementing the broad internal control and risk management framework are various control processes that have been
implemented by the Group. Some of the key control processes are as follows:

Budgets

Annual budgets are prepared by each operating division and consolidated by Group Finance Department. These are
thoroughly reviewed before they are tabled to the Top Management Committee, Executive Committee and the Board for
approval.

Performance monitoring

The Group’s performance is monitored by Group Finance Department who prepares monthly management accounts that
compares against the approved budget. The monthly management accounts are reviewed and deliberated by management
in its monthly operations meeting and a copy is extended to the Executive Committee for review.

The Board monitors the Group’s performance by reviewing the quarterly results and operations and examines the
announcement made to the Bursa Securities. These are usually reviewed by the Audit Committee before they are tabled
to the Board.

Human resource

There are policies and procedures for recruitment, performance appraisals and promotion to ensure that suitably qualified
and competent personnel across all levels of management are hired and retained. The Group is also dedicated to
continuously develop employees with the relevant and appropriate skills by conducting regular training programs that are
tailored for restaurant excellence as well as corporate and leadership programs for the support staffs.

Procurement

There is a centralized and coordinated procurement function for major purchases of assets and inventory, project
development and maintenance expenditures which enables the Group to leverage on economies of scale and ensures
adherence to authority limits, policies and procedures. Aided by an integrated purchasing, inventory and accounting
system, the Group is capable of keeping track of the accuracy, integrity and recording of its assets and expenditures.
Significant capital and revenue expenditures exceeding a certain value are subjected to tender procedures and appraised
by the Tender Committee before they are approved by the Board or relevant Committee.

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annual report 2009
Regulatory and Halal compliance

The Group adheres strictly to health, safety and environmental regulations and complies with Halal standards and is
subjected to regular inspections by the relevant government authorities. Quality Assurance department conducts product
safety and quality audits at restaurants and the entire supply chain on an ongoing basis. The Group has also recently
established a Shariah Advisory and Compliance department to perform regular Halal audits and to liaise closely with the
government agencies on Halal related matters.

CONCLUSION
The Board is of the view that the present system of internal control is adequate for the Group to manage its risks and
to achieve its business objectives. The Board is committed in ensuring that the Group continuously reviews the internal
control system so that it is effective in enhancing shareholders’ investments and safeguarding the Group’s assets.

KFC holdings (malaysia) bhd


annual report 2009 095
ADDITIONAL
COMPLIANCE
INFORMATION

1 NON-AUDIT FEES

The amount of non-audit fees paid and payable to the external auditors and their affiliated company by the Group for
the financial year ended 31 December 2009 is as follows:

RM’000

KPMG 6

2 MATERIAL CONTRACTS

Other than those disclosed in the financial statements on pages 177 to 178, there are no material contract including
contracts relating to any loans entered into by the Group and its subsidiaries involving Directors and major shareholders’
interest.

3 DISCLOSURE OF THE RESTRICTIVE COVENANT CLAUSE IN THE INTERNATIONAL FRANCHISE AGREEMENTS


(“IFA”) GOVERNING KFC FRANCHISE

KFCH group operates KFC restaurants in Malaysia, Singapore and Brunei under the International Franchise Agreements
entered into with the Franchisor. The right to develop KFC restaurants in Malaysia, Singapore and Brunei is granted to
KFCH by the Franchisor under the Development Agreements entered into with the Franchisor.

Any occurrence of events of default under the International Franchise Agreements may lead to the termination of the
KFC franchise by the Franchisor. The International Franchise Agreements and/or Development Agreements are also
subject to renewal.

The International Franchise Agreements also contain a covenant which requires the consent of the Franchisor for
any direct or indirect acquisition by any third party competitor of QSR and/or KFCH or any third party holding twenty
percent (20%) or more of QSR and/or KFCH, failing which the Franchisor may terminate the International Franchise
Agreements and/or adopt any of the remedies specified in the International Franchise Agreements. As KFCH is listed
on Bursa Securities and the respective shares are freely traded, any person, whether individually or together with
persons acting in concert, could possibly acquire more than twenty percent (20%) of the voting shares of KFCH
without obtaining the consent of the Franchisor. As such, if the Franchisor does not consent to any such acquisition, the
Franchisor may terminate the International Franchise Agreements or choose not to renew the International Franchise
Agreements upon the expiry.

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annual report 2009
4 RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE AND/OR TRADING NATURE (“RRPT”)

The aggregate value of the RRPT conducted pursuant to the shareholders’ mandate during the financial year under
review between the Company and/or its subsidiary companies with related parties are set out below:

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- Ayamas Food Pizza Hut Ayamas and KFC PHR is a wholly Interested Directors 24,498
Corporation Restaurants Marketing sale owned subsidiary Tan Sri Dato’ Muhammad
Sdn Bhd Sdn Bhd of prime cut of Pizza Hut Ali bin Hashim, Ahamad
(“Ayamas”) (“PHR”) chicken and further Holdings (Malaysia) bin Mohamad, Jamaludin
- KFC Marketing Kampuchea processed Sdn Bhd (“PH”). bin Md Ali, Kua Hwee Sim
(“KFC Food products to PHR PH is a wholly and Datin Paduka
Marketing”) Corporation and Kampuchea owned subsidiary Siti Sa’diah binti.
Co Limited of QSR Brands Sheikh Bakir
(“Kampuchea”) Bhd (“QSR”).
QSR is the holding
company of KFCH. Interested Major
Shareholders
Kampuchea is a QSR/QSR Ventures
subsidiary of QSR. Sdn Bhd
(“QSR Ventures”)
Kulim (Malaysia)
Berhad (“Kulim”)
Johor Corporation
(“JCorp”)

KFC PHR KFCM sale of PHR is a wholly Interested Directors 55,158


Manufacturing Kampuchea packaging owned subsidiary Tan Sri Dato’ Muhammad
Sdn Bhd materials, spare of PH. PH is a Ali bin Hashim, Ahamad
(“KFCM”) parts and bakery wholly owned bin Mohamad, Jamaludin
products to subsidiary of QSR. bin Md Ali, Kua Hwee Sim
PHR & Kampuchea and Datin Paduka
Kampuchea is a Siti Sa’diah binti
subsidiary of QSR. Sheikh Bakir

Interested Major
Shareholders
QSR/QSR Ventures
Kulim
JCorp

KFC holdings (malaysia) bhd


annual report 2009 097
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

KFC PHR KFCPM sale of PHR is a wholly Interested Directors 1,341


(Peninsular vegetables, salad owned subsidiary Tan Sri Dato’
Malaysia) and coleslaw of PH. PH is a Muhammad Ali bin
Sdn Bhd to PHR wholly owned Hashim, Ahamad bin
(“KFCPM”) subsidiary of QSR. Mohamad, Jamaludin
bin Md Ali, Kua Hwee
Sim and Datin Paduka
Siti Sa’diah binti
Sheikh Bakir.

Interested Major
Shareholders
QSR/QSR Ventures
Kulim
JCorp

Region Food Pizza Hut RFISB sale PH Singapore is Interested Directors 483
Industries Singapore of chilli and a wholly owned Tan Sri Dato’ Muhammad
Sdn Bhd Pte Ltd tomato sauces subsidiary of Ali bin Hashim, Ahamad
(“RFISB”) (“PH to PH Singapore Multibrand bin Mohamad, Jamaludin
Singapore”) QSR Holdings bin Md Ali, Kua Hwee Sim
Pte Ltd and Datin Paduka
(“Multibrand”). Siti Sa’diah binti
Multibrand is a Sheikh Bakir.
wholly owned
subsidiary of PH. Interested Major
PH is a wholly Shareholders
owned subsidiary QSR/QSR Ventures
of QSR. Kulim
JCorp

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annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- SPM PHR Payment of monthly PHR is a wholly Interested Directors 745


Restaurants rental by PHR owned subsidiary Tan Sri Dato’ Muhammad
Sdn Bhd to SPM, KFC(M) of PH. PH is a Ali bin Hashim, Ahamad
(“SPM”) and KFCPM wholly owned bin Mohamad, Jamaludin
- Kentucky for the following subsidiary bin Md Ali, Kua Hwee Sim
Fried Chicken properties: of QSR. and Datin Paduka Siti
(Malaysia) 1 KFCPM – Lot PT Sa’diah binti Sheikh Bakir.
Sdn Bhd 15144, Jalan Kepong
(“KFC(M)”) Batu, 6 ½, Interested Major
- KFCPM 52100 Kuala Lumpur Shareholders
(5,617 sq ft) QSR/QSR Ventures
2 KFCPM – Lot PT Kulim
6878 Jalan 8/27A, JCorp
Wangsa Maju,
53300 Kuala Lumpur
(5,793 sq ft)
3 SPM – 9 Jalan
Taiping,
41400 Klang
(3,300 sq ft)
4 KFC(M)
– Lot 14083
Jalan Kuchai Lama,
58200 Kuala Lumpur
(4,467 sq ft)
Tenancy Agreements
for the above
properties are
for a period
of 3 years.

KFC holdings (malaysia) bhd


annual report 2009 099
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- KFC Holdings JKing Sdn Bhd KFCH, KFCM, JKing is a subsidiary Interested Directors 7
(Malaysia) Bhd (“JKing”) KFC(M) and of Johor Franchise Tan Sri Dato’ Muhammad
(“KFCH”) KFCPM purchase Development Ali bin Hashim, Ahamad
- KFCM of apparels Sdn Bhd which bin Mohamad and
- KFC(M) from JKing in turn is a wholly Jamaludin bin Md Ali.
- KFCPM owned subsidiary
of JCorp. JCorp is Interested Major
the holding Shareholder
corporation of JCorp
QSR via its direct
and indirect
shareholdings
(through Kulim).

- Ayamas Rajaudang Ayamas, KFCPM, Rajaudang is a Interested Directors 7,355


- KFCPM Trading Rasamas Holdings subsidiary Tan Sri Dato’ Muhammad
- Rasamas Sdn Bhd and KAY purchase of Rajaudang Ali bin Hashim, Ahamad
Holdings (“Rajaudang”) of processed Aquaculture bin Mohamad and
Sdn Bhd chicken and Sdn Bhd which Jamaludin bin Md Ali.
(“Rasamas rice from in turn is a
Holdings”) Rajaudang subsidiary of Interested Major
- Kedai Ayamas Johor Ventures Shareholder
Sdn Bhd (“KAY”) Sdn Bhd. Johor JCorp
Ventures Sdn Bhd
is a wholly owned
subsidiary of Johor
Capital Holdings
Sdn Bhd which
in turn is a wholly
owned subsidiary
of JCorp.

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annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- RFISB Rajaudang RFISB, KFCM and Rajaudang is a Interested Directors 42


- KFCM Tepak sale of sauce, subsidiary Tan Sri Dato’ Muhammad
- Tepak Deli Pai, Sardine of Rajaudang Ali bin Hashim, Ahamad
Marketing Roll and Zippie Aquaculture bin Mohamad and
Sdn Bhd drinks to Sdn Bhd which Jamaludin bin Md Ali.
(“Tepak”) Rajaudang in turn is a
subsidiary of Interested Major
Johor Ventures Shareholder
Sdn Bhd. Johor JCorp
Ventures Sdn Bhd
is a wholly owned
subsidiary of Johor
Capital Holdings
Sdn Bhd which in
turn is a wholly
owned subsidiary
of JCorp.

- KFC Marketing Hotel Selesa KFC Marketing Hotel Selesa JB is Interested Directors 14
- Tepak JB Sdn Bhd and Tepak sale a wholly owned Tan Sri Dato’ Muhammad
(“Hotel Selesa of chicken products subsidiary of Ali bin Hashim, Ahamad
JB”) and Zippie Kumpulan bin Mohamad and
products to Hotel Penambang Jamaludin bin Md Ali.
Selesa JB (Johor) Sdn Bhd
which in turn is a Interested Major
wholly owned Shareholder
subsidiary of JCorp. JCorp

KFC Marketing Damansara KFC Marketing sale Damansara Interested Directors 24


Specialist of chicken products Specialist is a Tan Sri Dato’ Muhammad
Hospital to Damansara subsidiary of Ali bin Hashim, Ahamad
Sdn Bhd Specialist Kumpulan bin Mohamad, Jamaludin
(“Damansara Perubatan (Johor) bin Md Ali and Datin
Specialist”) Sdn Bhd which Paduka Siti Sa’diah
in turn is a binti Sheikh Bakir.
wholly owned
subsidiary of Interested Major
KPJ Healthcare Shareholder
Berhad. KPJ JCorp
Healthcare
Berhad is a
subsidiary of JCorp.

KFC holdings (malaysia) bhd


annual report 2009 101
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

KFCH Metro Parking KFCH’s payment Metro Parking is a Interested Directors 120
(M) Sdn Bhd of season parking subsidiary of Tan Sri Dato’ Muhammad
(“Metro fees to Metro Sindora Berhad Ali bin Hashim, Ahamad
Parking”) Parking at which in turn is a bin Mohamad, Jamaludin
Wisma KFC. subsidiary of Kulim. bin Md Ali, Kua Hwee Sim
The parking Kulim is a and Datin Paduka Sit
facility at Wisma subsidiary company Sa’diah binti Sheikh Bakir.
KFC is managed of JCorp whilst
by Metro Parking Metro Parking is an Interested Major
associate company Shareholders
of JCorp. Kulim
JCorp

KFCH Metro Parking Monthly rental Metro Parking is a Interested Directors 210
received by KFCH subsidiary of Tan Sri Dato’ Muhammad
from Metro Parking Sindora Berhad Ali bin Hashim, Ahamad
for rental of which in turn is a bin Mohamad, Jamaludin
the parking lots subsidiary of Kulim. bin Md Ali, Kua Hwee Sim
located at Kulim is a and Datin Paduka Siti
the basements subsidiary company Sa’diah binti Sheikh Bakir.
and Levels 4 to 8 of JCorp whilst
of Wisma KFC Metro Parking is Interested Major
an associate Shareholders
company of JCorp. Kulim
JCorp

- KFCH Pro Corporate KFCH and Tepak’s Pro Corporate is a Interested Directors 305
- Tepak Management payment of share wholly owned Tan Sri Dato’ Muhammad
Services registrar and subsidiary of Ali bin Hashim, Ahamad
Sdn Bhd secretarial services Kumpulan bin Mohamad and Jamaludin
(“Pro fees to Pro Penambang bin Md Ali.
Corporate’) Corporate (Johor) Sdn Bhd
which in turn is Interested Major
a wholly owned Shareholder
subsidiary of JCorp. JCorp

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annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

KFC Marketing Pusat Pakar KFC Marketing Pusat Pakar Interested Directors 21
Tawakal sale of chicken Tawakal is a Tan Sri Dato’ Muhammad
Sdn Bhd products to Pusat subsidiary of Ali bin Hashim, Ahamad
(“Pusat Pakar Pakar Tawakal Tawakal Holdings bin Mohamad, Jamaludin
Tawakal”) Sdn Bhd which bin Md Ali and Datin
in turn is a wholly Paduka Siti Sa’diah
owned subsidiary binti Sheikh Bakir.
of KPJ Healthcare
Berhad. KPJ Interested Major
Healthcare Berhad Shareholder
is a subsidiary JCorp
of JCorp.

- KFCH Teraju Fokus KFCH and JCorp owned Interested Directors 167
- Ayamas Sdn Bhd Ayamas’s payment 30% equity Tan Sri Dato’ Muhammad
(“Teraju Fokus”) to Teraju Fokus interest in Ali bin Hashim, Ahamad
for the provision Teraju Fokus. bin Mohamad and Jamaludin
of security services bin Md Ali.
by Teraju Fokus
Interested Major
Shareholder
JCorp

KFCH Pelaburan KFCH’s payment Pelaburan Johor Interested Directors NIL


Johor Berhad to Pelaburan Johor is a wholly owned Tan Sri Dato’ Muhammad
(“Pelaburan for the provision subsidiary of Ali bin Hashim, Ahamad
Johor”) of administrative Permodalan Teras bin Mohamad and Jamaludin
services Sdn Bhd which in bin Md Ali.
(provision of turn is a wholly
transportation owned subsidiary Interested Major
and clerical of Johor Franchise Shareholder
services) Development JCorp
in Johor Sdn Bhd.
Johor Franchise
Development
Sdn Bhd is a
wholly owned
subsidiary of JCorp.

KFC holdings (malaysia) bhd


annual report 2009 103
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- KFCH JCorp KFCH, KFCPM, JCorp is the holding Interested Directors 318
- KFCPM KFCM and corporation of QSR Tan Sri Dato’ Muhammad
- KFCM Ayamas’s payment via its direct and Ali bin Hashim, Ahamad
- Ayamas to JCorp for indirect bin Mohamad and Jamaludin
the provision of shareholdings bin Md Ali.
administrative, (through Kulim).
human resource Interested Major
related services, Shareholder
secretarial services JCorp
and seminars

- KFCH TMR Urusharta KFCH, KFCPM and TMR is a subsidiary Interested Directors 953
- KFCPM (M) Sdn Bhd Rasamas Holdings’s of Damansara Tan Sri Dato’ Muhammad
- Rasamas (“TMR”) payment to TMR Assets which Ali bin Hashim, Ahamad
Holdings for the provision in turn is a wholly bin Mohamad and Jamaludin
of building and owned subsidiary bin Md Ali.
maintenance of JCorp.
services Interested Major
Shareholder
JCorp

KFC(M) Skellerup KFC(M)’s payment Skellerup is a wholly Interested Directors 6
Industries to Skellerup owned subsidiary of Tan Sri Dato’ Muhammad
(M) Sdn Bhd for the purchase Kulim which in turn Ali bin Hashim, Ahamad
(“Skellerup”) of balloons is a subsidiary bin Mohamad, Jamaludin
of JCorp. bin Md Ali, Kua Hwee Sim
and Datin Paduka Siti
Sa’diah binti Sheikh Bakir.

Interested Major
Shareholders
Kulim
JCorp

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annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

RFISB Pro RFISB purchase Pro Communication Interested Directors 80


Communication of signboard from is a subsidiary of Tan Sri Dato’ Muhammad
Sdn Bhd (“Pro Pro Communication Tajasukan Sdn Bhd Ali bin Hashim, Ahamad
Communication”) which in turn is bin Mohamad and
a wholly owned Jamaludin bin
subsidiary Md Ali.
of JCorp.
Interested Major
Shareholder
JCorp

KFC Marketing Ampang KFC Marketing sale Ampang Puteri Interested Directors 48
Puteri of chicken products Specialist is a Tan Sri Dato’ Muhammad
Specialist to Ampang wholly owned Ali bin Hashim, Ahamad
Hospital Sdn Puteri Specialist subsidiary of bin Mohamad, Jamaludin
Bhd (“Ampang Kumpulan bin Md Ali and Datin Paduka
Puteri Perubatan (Johor) Siti Sa’diah binti Sheikh Bakir.
Specialist”) Sdn Bhd which in
turn is a wholly Interested Major
owned subsidiary Shareholder
of KPJ Healthcare JCorp
Berhad. KPJ
Healthcare
Berhad is a
subsidiary of
JCorp.

KFC Marketing Johor KFC Marketing Johor Specialist Interested Directors 43


Specialist sale of chicken is a wholly owned Tan Sri Dato’ Muhammad
Hospital Sdn products to subsidiary Ali bin Hashim, Ahamad
Bhd (“Johor Johor of KPJ Healthcare bin Mohamad, Jamaludin
Specialist”) Specialist Berhad. KPJ bin Md Ali and
Healthcare Berhad Datin Paduka Siti Sa’diah
is a subsidiary binti Sheikh Bakir.
of JCorp.
Interested Major
Shareholder
JCorp

KFC holdings (malaysia) bhd


annual report 2009 105
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

Tepak - Sindora Tepak sale of tea - Sindora is a Interested Directors 189


Berhad and Zippie drinks subsidiary of Tan Sri Dato’ Muhammad
(“Sindora”) and packing services Kulim. Kulim is Ali bin Hashim, Ahamad
- Puteri Hotels to Sindora, Puteri a subsidiary bin Mohamad, Jamaludin
Sdn Bhd Hotels, Akli, JTP, of JCorp. bin Md Ali, Kua Hwee Sim
(“Puteri Hotel Selesa, - Puteri Hotels and Datin Paduka
Hotels”) Willis, Bistari Young is a wholly owned Siti Sa’diah binti
- Akli and JCorp subsidiary of Sheikh Bakir.
Resources Kumpulan
Sdn Bhd Penambang Interested Major
(“Akli”) (Johor) Shareholders
- JTP Trading Sdn Bhd which in Kulim
Sdn Bhd turn is a wholly JCorp
(“JTP”) owned subsidiary
- Hotel Selesa of JCorp.
Sdn Bhd - Akli is a wholly
(“Hotel owned subsidiary
Selesa”) of EPA
- Willis Management
(Malaysia) Sdn Bhd which in
Sdn Bhd turn is a wholly
(“Willis”) owned subsidiary
- Bistari of Kulim. Kulim is a
Young subsidiary of JCorp.
Entrepreneur - JTP is a subsidiary
Sdn Bhd of Kulim which in
(“Bistari turn is a subsidiary
Young”) of JCorp. JTP is an
- JCorp associate company
of JCorp.
- Hotel Selesa is a
wholly owned
subsidiary of
Kumpulan
Penambang (Johor)
Sdn Bhd which in
turn is a wholly
owned subsidiary
of JCorp.

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annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- Willis is formerly
an associate
company of
Sindora. JCorp
formerly owned
15% equity
interest in Willis.
- Bistari Young is
a wholly owned
subsidiary of
Johor Ventures
Sdn Bhd which
in turn is a wholly
owned subsidiary
of Johor Capital
Holdings Sdn Bhd.
Johor Capital
Holdings Sdn Bhd
is a wholly owned
subsidiary of
JCorp.
- JCorp is the
holding corporation
of QSR via its
direct and indirect
shareholdings
(through Kulim).

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annual report 2009 107
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

KFCPM Bistari Young KFCPM purchase Bistari Young is a Interested Directors 150
of Catur Bistari wholly owned Tan Sri Dato’
board games from subsidiary of Johor Muhammad
Bistari Young Ventures Sdn Bhd Ali bin Hashim,
which in turn is a Ahamad bin Mohamad
wholly owned and Jamaludin bin
subsidiary of Johor Md Ali.
Capital Holdings
Sdn Bhd. Johor Interested Major
Capital Holdings Shareholder
Sdn Bhd is a wholly JCorp
owned subsidiary
of JCorp.

KAY JTP KAY purchase JTP is a subsidiary Interested Directors NIL


of frozen chicken of Kulim which in Tan Sri Dato’ Muhammad
from JTP turn is a subsidiary Ali bin Hashim,
of JCorp. JTP is Ahamad bin Mohamad,
an associate Jamaludin bin Md Ali,
company Kua Hwee Sim and
of JCorp. Datin Paduka Siti Sa’diah
binti Sheikh Bakir.

Interested Major
Shareholder
Kulim
JCorp

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annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

- KFCH Pro Office KFCH, KFCPM, Pro Office is a Interested Directors 1,350
- KFCPM Solutions KAY, Rasamas subsidiary of Tan Sri Dato’ Muhammad
- KAY Sdn Bhd Holdings, AIPI, Sindora which in Ali bin Hashim, Ahamad
- Rasamas (“Pro Office”) KFCM, KFC(M) turn is a subsidiary bin Mohamad, Jamaludin
Holdings and RFISB’s of Kulim. Kulim bin Md Ali, Kua Hwee Sim
- Ayamas payment to is a subsidiary and Datin Paduka Siti
Integrated Pro Office for of JCorp whilst Sa’diah binti Sheikh Bakir.
Poultry Industry the provision Pro Office is
Sdn Bhd of courier an associate Interested Major
(“AIPI”) and mailing company of Shareholder
- KFCM room services JCorp. Kulim
- KFC(M) JCorp
- RFISB

KFC(M) The World of KFC(M)’s purchase TWSG is a wholly Interested Directors 12


Secret Garden of TWSG products owned subsidiary Tan Sri Dato’ Muhammad
Sdn Bhd (toiletries) for of Johor Franchise Ali bin Hashim, Ahamad
(“TWSG”) souvenirs Development bin Mohamad and
Sdn Bhd which Jamaludin bin Md Ali.
in turn is a wholly
owned subsidiary Interested Major
of JCorp. Shareholder
JCorp

Tepak M-Perkasa Tepak’s payment M-Perkasa is Interested Directors NIL


Services to M - Perkasa formerly a wholly Tan Sri Dato’ Muhammad
Sdn Bhd for the service owned subsidiary Ali bin Hashim, Ahamad
(“M-Perkasa”) of motor vehicles of Johor Ventures bin Mohamad and
Sdn Bhd which in Jamaludin bin Md Ali.
turn is a wholly
owned subsidiary Interested Major
of Johor Capital Shareholder
Holdings Sdn Bhd. JCorp
Johor Capital
Holdings Sdn Bhd
is a wholly owned
subsidiary of JCorp.

KFC holdings (malaysia) bhd


annual report 2009 109
ADDITIONAL
COMPLIANCE
INFORMATION

KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

Tepak Syarikat Tepak’s payment to Sykt Pengangkutan Interested Directors NIL


Pengangkutan Sykt Pengangkutan Maju is a subsidiary Tan Sri Dato’ Muhammad
Maju Bhd Maju for of SPMB Holdings Ali bin Hashim, Ahamad
(“Sykt advertisements of Sdn Bhd which in bin Mohamad and
Pengangkutan Zippie products turn is a wholly Jamaludin bin Md Ali.
Maju”) owned subsidiary
of JCorp. Interested Major
Shareholder
JCorp

- Ayamas Epasa Ayamas and EPASA is a Interested Directors 58
- Tepak Shipping Tepak’s payment subsidiary of Tan Sri Dato’ Muhammad
Agency to EPASA for Sindora which in Ali bin Hashim, Ahamad
Sdn Bhd the provision turn is a subsidiary bin Mohamad,
(“EPASA”) of forwarding of Kulim. Jamaludin bin Md Ali,
services Kua Hwee Sim and
Datin Paduka Siti Sa’diah
binti Sheikh Bakir.

Interested Major
Shareholders
Kulim
JCorp

0110
110 KFC holdings (malaysia) bhd
annual report 2009
KFCH or
subsidiary Relationship Aggregate
of KFCH Nature of of KFCH Group Value of
involved in the Name of Nature relationship with related transaction
Recurrent RPT Related Parties of transaction with KFCH Group parties RM’000

SPM PHR PHR monthly rental PHR is a wholly Interested Director 66


payment to SPM owned subsidiary Tan Sri Dato’ Muhammad
for the following: of PH. PH is a Ali bin Hashim,
1 & 1.1 Jalan Niaga, wholly owned Ahamad bin Mohamad,
Pusat Perniagaan, subsidiary of Jamaludin bin Md Ali,
Jalan Mawai QSR. Kua Hwee Sim and
81900 Kota Tinggi Datin Paduka Siti Sa’diah
(2,273 sq ft) binti Sheikh Bakir.

Tenancy Interested Major


Agreements Shareholders
for the above QSR/QSR Ventures
properties are for Kulim
a period of 3 years. JCorp

- KFC(M) Tepak Tepak sale of tea Tepak is a Interested Director 280


- KFCM and Zippie drinks subsidiary of Tan Sri Dato’ Muhammad
- KAY to KFC(M), KFCM KFCH. Sindora Ali bin Hashim,
and KAY which is a Ahamad bin Mohamad,
subsidiary of Jamaludin bin Md Ali,
Kulim owns 20% Kua Hwee Sim and
whilst JCorp Datin Paduka Siti Sa’diah
owns 22.38%. binti Sheikh Bakir.

Interested Major
Shareholders
QSR/QSR Ventures
Kulim
JCorp

Total 94,043

KFC holdings (malaysia) bhd


annual report 2009 0111
111
Sharing
Special Moments
Whatever the occasion is, from lively
birthday functions to tranquil family
picnics, we’re always here to serve
and help our customers share more
special moments.
DIRECTORS’
REPORT
FOR THE YEAR ENDED 31 DECEMBER 2009

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the year ended 31 December 2009.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated
in Note 7 to the financial statements. There has been no significant change in the nature of these activities during the
financial year.

RESULTS

Group Company
RM’000 RM’000

Profit attributable to:


Shareholders of the Company 130,403 73,216
Minority interests 2,394 –
132,797 73,216

RESERVES AND PROVISIONS

There were no material transfers to or from reserves and provisions during the year under review except as disclosed in
the financial statements.

DIVIDENDS

Since the end of the previous financial year, the Company paid:

i a final dividend of 14.0 sen per ordinary share less tax at 25% totalling RM20,819,000 (10.5 sen net per ordinary share)
in respect of the year ended 31 December 2008 on 28 May 2009; and

ii an interim dividend of 8.0 sen per ordinary share less tax at 25% totalling RM11,896,000 (6.0 sen net per ordinary share)
in respect of the year ended 31 December 2009 on 30 September 2009.

The final dividend recommended by the Directors in respect of the year ended 31 December 2009 is 16.0 sen per ordinary
share less tax at 25% totalling RM23,793,000 (12.0 sen net per ordinary share).

114 KFC holdings (malaysia) bhd


annual report 2009
DIRECTORS OF THE COMPANY

Directors who served since the date of the last report are:

YBhg Tan Sri Dato’ Muhammad Ali bin Hashim (Chairman)


Ahamad bin Mohamad (Deputy Chairman)
Jamaludin bin Md Ali (Managing Director/Chief Executive Officer)
Kua Hwee Sim
Hassim bin Baba
YBhg Tan Sri Dato’ Dr Yahya bin Awang
YBhg Datuk Ismee bin Ismail
YBhg Datin Paduka Siti Sa’diah binti Sheikh Bakir (Appointed on 1 January 2010)

DIRECTORS’ INTERESTS

The interests in the shares and options of the Company and of its related corporations (other than wholly-owned subsidiaries)
of those who were Directors at year end (including the interests of the spouses or children of the Directors who themselves
are not Directors of the Company) as recorded in the Register of Directors’ Shareholdings are as follows:

Number of ordinary shares of RM1 each


At At
1.1.2009 Bought (Sold) 31.12.2009

Direct interest

Company
Hassim bin Baba 100 – – 100

Holding company
QSR Brands Bhd
Hassim bin Baba 132 – (100) 32

Number of Warrants
At At
1.1.2009 Bought (Sold) 31.12.2009

Holding company
QSR Brands Bhd
YBhg Tan Sri Dato’ Muhammad Ali bin Hashim 63,000 – – 63,000
Jamaludin bin Md Ali 30,000 – – 30,000
Hassim bin Baba 32 – – 32

None of the other Directors holding office at 31 December 2009 had any interest in the ordinary shares of the Company
and of its related corporations during the financial year.

KFC holdings (malaysia) bhd


annual report 2009 115
DIRECTORS’
REPORT
FOR THE YEAR ENDED 31 DECEMBER 2009

Directors’ benefits

Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any
benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors
as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the
Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial
financial interest.

There were no arrangements during and at the end of the financial year which had the object of enabling Directors of
the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate.

Issue of shares

There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.

Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the year.

Other statutory information

Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took
reasonable steps to ascertain that:

i all known bad debts have been written off and adequate provision made for doubtful debts, and

ii all current assets have been stated at the lower of cost and net realisable value.

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

i that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group
and in the Company inadequate to any substantial extent, or

ii that would render the value attributed to the current assets in the Group and in the Company financial statements
misleading, or

iii which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
of the Company misleading or inappropriate, or

iv not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
statements of the Group and of the Company misleading.

116 KFC holdings (malaysia) bhd


annual report 2009
Other statutory information (contd.)

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

i any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which
secures the liabilities of any other person, or

ii any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.

No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors,
will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they
fall due.

In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended
31 December 2009 have not been substantially affected by any item, transaction or event of a material and unusual nature
nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of
this report.

Significant events

Details of the significant events are disclosed in Note 30 to the financial statements.

Subsequent events

Details of the subsequent events are disclosed in Note 31 to the financial statements.

Auditors

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

Tan Sri Dato’ Muhammad Ali bin Hashim Jamaludin bin Md Ali
Chairman Managing Director/Chief Executive Officer

Kuala Lumpur
Date: 15 March 2010

KFC holdings (malaysia) bhd


annual report 2009 117
BALANCE
SHEETS
AT 31 DECEMBER 2009

Group Company
2009 2008 2009 2008
Note RM’000 RM’000 RM’000 RM’000

Assets
Property, plant and equipment 3 705,329 615,059 22,347 19,750
Intangible assets 4 68,674 69,835 – –
Prepaid land lease payments 5 67,912 63,841 – –
Investment properties 6 898 898 – –
Investments in subsidiaries 7 – – 355,550 354,250

Total non-current assets 842,813 749,633 377,897 374,000

Other investment 8 – 20,203 – –


Inventories 9 172,339 158,474 – –
Receivables and deposits 10 151,869 128,112 247,970 222,742
Cash and cash equivalents 11 123,449 97,985 365 6,797

Total current assets 447,657 404,774 248,335 229,539

Total assets 1,290,470 1,154,407 626,232 603,539

Equity
Share capital 12 198,275 198,275 198,275 198,275
Reserves 12 45,977 47,705 22,073 22,080
Retained earnings 547,505 446,178 357,216 316,703

Total equity attributable to shareholders of the Company 791,757 692,158 577,564 537,058
Minority interests 12,491 10,232 – –

Total equity 804,248 702,390 577,564 537,058

Liabilities
Loans and borrowings 13 84,387 65,944 20,000 40,000
Deferred tax liabilities 14 32,940 31,602 457 107
Employee benefits 15 3,099 3,313 – –

Total non-current liabilities 120,426 100,859 20,457 40,107

Payables and accruals 16 321,187 275,424 8,211 6,374


Current tax liabilities 12,159 – – –
Loans and borrowings 13 32,049 75,111 20,000 20,000
Employee benefits 15 401 623 – –

Total current liabilities 365,796 351,158 28,211 26,374

Total liabilities 486,222 452,017 48,668 66,481

Total equity and liabilities 1,290,470 1,154,407 626,232 603,539

The notes on pages 124 to 181 are an integral part of these financial statements.

118 KFC holdings (malaysia) bhd


annual report 2009
INCOME
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2009

Group Company
2009 2008 2009 2008
Note RM’000 RM’000 RM’000 RM’000

Revenue 17 2,297,431 2,179,788 77,365 97,220


Cost of sales (1,078,498) (1,064,548) – –

Gross profit 1,218,933 1,115,240 77,365 97,220


Other income 21,557 22,615 35,598 30,210
Administrative expenses (122,394) (118,670) (33,273) (28,757)
Selling and marketing expenses (914,919) (837,547) – –
Other expenses (7,723) (6,622) – (2,310)

Results from operating activities 195,454 175,016 79,690 96,363


Finance costs 18 (5,439) (7,559) (1,805) (2,887)

Profit before tax 19 190,015 167,457 77,885 93,476


Tax expense 21 (57,218) (47,107) (4,669) (9,522)

Profit for the year 132,797 120,350 73,216 83,954

Attributable to:
Shareholders of the Company 130,403 118,535
Minority interests 2,394 1,815

Profit for the year 132,797 120,350

Basic earnings per ordinary share (sen) 22 65.8 59.8

The notes on pages 124 to 181 are an integral part of these financial statements.

KFC holdings (malaysia) bhd


annual report 2009 119
STATEMENTS
of changes
in equity
FOR THE YEAR ENDED 31 DECEMBER 2009

Attributable to owners of the Company


Non-distributable Distributable
Exchange Asset
Share Share Capital fluctuation revalution Retained Minority Total
capital premium reserve reserve reserve earnings Total interests equity
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2008 198,275 18,736 1,790 497 29,940 352,783 602,021 6,920 608,941
Transfer to retained
earnings upon disposal
of property, plant
and equipment – – – – (544) 544 – – –
Reversal of deferred tax 14 – – – – 316 – 316 – 316
Transfer from revaluation
reserve – – – – (1,871) 1,871 – – –
Transfer from capital
reserve – – (1,790) – – 1,790 – – –
Acquisition of a subsidiary – – – – – – – 1,909 1,909
Translation differences – – – 631 – – 631 – 631
Profit for the year – – – – – 118,535 118,535 1,815 120,350
Dividends to shareholders 23 – – – – – (29,345) (29,345) – (29,345)
Dividends of subsidiaries – – – – – – – (412) (412)

At 31 December 2008/
1 January 2009 198,275 18,736 – 1,128 27,841 446,178 692,158 10,232 702,390
Reversal of deferred tax 14 – – – – 967 – 967 – 967
Transfer from
revaluation reserve – – – – (3,639) 3,639 – – –
Increase in minority
interests – – – – – – – 288 288
Translation differences – – – 944 – – 944 – 944
Profit for the year – – – – – 130,403 130,403 2,394 132,797
Dividends to shareholders 23 – – – – – (32,715) (32,715) – (32,715)
Dividends of subsidiaries – – – – – – – (423) (423)

At 31 December 2009 198,275 18,736 – 2,072 25,169 547,505 791,757 12,491 804,248

120 KFC holdings (malaysia) bhd


annual report 2009
Non-distributable Distributable
Asset
Share Share Capital revaluation Retained Total
capital premium reserve reserve earnings equity
Company Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2008 198,275 18,721 4,459 3,380 257,611 482,446


Reversal of deferred tax 14 – – – 3 – 3
Transfer from revaluation reserve – – – (24) 24 –
Transfer from capital reserve – – (4,459) – 4,459 –
Profit for the year – – – – 83,954 83,954
Dividends to shareholders 23 – – – – (29,345) (29,345)

At 31 December 2008/
1 January 2009 198,275 18,721 – 3,359 316,703 537,058
Reversal of deferred tax 14 – – – 5 – 5
Transfer from revaluation reserve – – – (12) 12 –
Profit for the year – – – – 73,216 73,216
Dividends to shareholders 23 – – – – (32,715) (32,715)

At 31 December 2009 198,275 18,721 – 3,352 357,216 577,564

The notes on pages 124 to 181 are an integral part of these financial statements.

KFC holdings (malaysia) bhd


annual report 2009 121
Cash flow
statements
FOR THE YEAR ENDED 31 DECEMBER 2009

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Cash flows from operating activities

Profit before tax 190,015 167,457 77,885 93,476


Adjustments for:
Amortisation of franchise fees 6,501 4,417 – –
Depreciation of property, plant and equipment 76,003 61,731 1,129 791
Amortisation of prepaid land lease payments 825 822 – –
Finance costs 5,439 7,559 1,805 2,887
Loss/(Gain) on disposal of property, plant and equipment 2,268 (472) (149) (148)
Gain on disposal of prepaid land lease payments (131) – – –
Gain on disposal of other investment (247) – – –
Dividend income from subsidiaries – – (77,365) (97,220)
Interest income (411) (1,795) (3,710) (2,043)
Impairment loss on:
Unquoted investment – 4,500 – –
Property, plant and equipment 2,543 – – –
Investments in subsidiaries – – – 2,310
Unrealised foreign exchange loss 944 – – –

Operating profit/(loss) before changes in working capital 283,749 244,219 (405) 53


Changes in working capital:
Inventories (13,865) (46,162) – –
Payables and accruals 45,763 33,785 1,837 489
Employee benefits (436) 178 – –
Receivables and deposits (13,369) (25,184) (1,333) (3,874)
Subsidiaries – – (24,292) (62,501)
Related companies (6,539) (11,141) – (100)

Cash generated from/(used in) operations 295,303 195,695 (24,193) (65,933)


Interest paid (5,439) (7,559) (1,805) (2,887)
Taxes paid (46,603) (52,660) (112) (34)

Net cash generated from/(used in) operating activities 243,261 135,476 (26,110) (68,854)

Cash flows from investing activities

Purchase of property, plant and equipment (172,324) (151,053) (3,977) (748)


Purchase of prepaid land lease payments (5,722) – – –
Proceeds from disposal of property, plant and equipment 2,480 6,350 418 263
Proceeds from disposal of investment property – 2,000 – –
Proceeds from disposal of prepaid land lease payments 957 – – –
Proceeds from minority interests 288 – – –
Proceeds from disposal of other investment 20,450 – – –
Transfer of investment property to a subsidiary – – – 585
Transfer of property, plant and equipment from a related company – – (18) –

122 KFC holdings (malaysia) bhd


annual report 2009
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Cash flows from investing activities (contd.)

Transfer of property, plant and equipment to a related company 84 – – –


Purchase of other investment – (20,203) – –
Purchase of investment property – (898) – –
Acquisition of a subsidiary – (1,350) – (2,970)
Additional investment in subsidiaries – – (1,300) –
Franchise fees (5,340) (5,552) – –
Interest received 411 1,795 3,710 2,043
Exchange translation adjustments – 631 – –
Dividends received from subsidiaries – – 73,560 87,673

Net cash (used in)/generated from investing activities (158,716) (168,280) 72,393 86,846

Cash flows from financing activities

Proceeds from bank borrowings 5,588 27,609 – –


Repayment of bank borrowings (30,207) (12,450) (20,000) –
Reduction in the restriction on deposits pledged with licensed bank – 6,324 – 6,324
Dividends paid to shareholders of the Company (32,715) (29,345) (32,715) (29,345)
Dividends paid to minority interests of subsidiaries (423) (412) – –

Net cash used in financing activities (57,757) (8,274) (52,715) (23,021)

Net increase/(decrease) in cash and cash equivalents 26,788 (41,078) (6,432) (5,029)
Effect of exchange rate fluctuations on cash held (1,324) (1,295) – –
Cash and cash equivalents at 1 January 97,985 140,358 6,797 11,826

Cash and cash equivalents at 31 December 123,449 97,985 365 6,797

Cash and cash equivalents

Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Cash in hand and at banks 40,366 56,342 365 3,130


Deposits with licensed banks 83,083 41,643 – 3,667

123,449 97,985 365 6,797

The notes on pages 124 to 181 are an integral part of these financial statements.

KFC holdings (malaysia) bhd


annual report 2009 123
Notes to
the financial
statements

KFC Holdings (Malaysia) Bhd is a public limited liability company, incorporated and domiciled in Malaysia and is listed on
the Main Board of Bursa Malaysia Securities Berhad. The address of the principal place of business and registered office
of the Company is as follows:

Principal place of business and registered office


Level 17 Wisma KFC
No. 17 Jalan Sultan Ismail
50250 Kuala Lumpur

The consolidated financial statements of the Company as at and for the year ended 31 December 2009 comprise the
Company and its subsidiaries (together referred to as the Group). The financial statements of the Company as at and for
the year ended 31 December 2009 do not include other entities.

The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated
in Note 7 to the financial statements.

The immediate and intermediate holding companies are QSR Brands Bhd (“QSR”) and Kulim (Malaysia) Berhad, both
are public listed companies listed on the Main Board of Bursa Malaysia Securities Berhad and the ultimate holding
corporation is Johor Corporation (“JCorp”), a body corporate established under the Johor Corporation Enactment Act
1968 (Enactment No. 4 of 1968) (as amended by Enactment No. 5 of 1995). All companies are incorporated in Malaysia.

The financial statements were approved by the Board of Directors on 15 March 2010.

1 Basis of preparation

a Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standards (FRS),
accounting principles generally accepted and the Companies Act, 1965 in Malaysia. These financial statements
also comply with the applicable disclosure provisions of the Listing Requirements of Bursa Malaysia
Securities Berhad.

The Group and the Company have not applied the following accounting standards, amendments and interpretations
that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective:

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2009

• FRS 8, Operating Segments


124 KFC holdings (malaysia) bhd


annual report 2009
1 Basis of preparation (contd.)

a Statement of compliance (contd.)

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2010

• FRS 4, Insurance Contracts


• FRS 7, Financial Instruments: Disclosures
• FRS 101, Presentation of Financial Statements (revised)
• FRS 123, Borrowing Costs (revised)
• FRS 139, Financial Instruments: Recognition and Measurement
• Amendments to FRS 1, First-time Adoption of Financial Reporting Standards and FRS 127, Consolidated and
Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
• Amendments to FRS 2, Share-based Payment: Vesting Conditions and Cancellations
• Amendments to FRS 132, Financial Instruments: Presentation and FRS 101, Presentation of Financial
Statements - Puttable Financial Instruments and Obligations Arising on Liquidation
• Amendments to FRS 139, Financial Instruments: Recognition and Measurement, FRS 7, Financial Instruments:
Disclosures and IC Interpretation 9, Reassessment of Embedded Derivatives
• Amendments to FRS 139, Financial Instruments: Recognition and Measurement
• Improvements to FRSs (2009)
• IC Interpretation 9, Reassessment of Embedded Derivatives
• IC Interpretation 11, FRS 2 - Group and Treasury Share Transactions
• IC Interpretation 13, Customer Loyalty Programmes
• IC Interpretation 14, FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and
Their Interaction

FRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2010

• FRS 1, First-time Adoption of Financial Reporting Standards (revised)


• FRS 3, Business Combinations (revised)
• FRS 127, Consolidated and Separate Financial Statements (revised)
• Amendments to FRS 2, Share-based Payment
• Amendments to FRS 5, Non-current Assets Held for Sale and Discontinued Operations
• Amendments to FRS 138, Intangible Assets
• IC Interpretation 12, Service Concession Agreements
• IC Interpretation 15, Agreements for the Construction of Real Estate
• IC Interpretation 16, Hedges of a Net Investment in a Foreign Operation
• IC Interpretation 17, Distribution of Non-cash Assets to Owners
• Amendments to IC Interpretation 9, Reassessment of Embedded Derivatives

KFC holdings (malaysia) bhd


annual report 2009 125
Notes to
the financial
statements

1 Basis of preparation (contd.)

a Statement of compliance (contd.)

The Group and the Company plans to apply the abovementioned standards, amendments and interpretations:

• from the annual period beginning 1 January 2010 for those standards, amendments or interpretations that
will be effective for annual periods beginning on or after 1 July 2009 or 1 January 2010, except for FRS 4 and
IC Interpretation 13 which are not applicable to the Group and the Company; and

• from the annual period beginning 1 January 2011 for those standards, amendments or interpretations that will
be effective for annual periods beginning on or after 1 July 2010, except for IC Interpretations 12 and 15 which
are not applicable to the Group and the Company.

The initial application of a standard, an amendment or an interpretation, which will be applied prospectively,
is not expected to have any financial impact to the current and prior periods financial statements upon their first
adoption.

The impacts and disclosures as required by FRS 108.30(b), Accounting Policies, Changes in Accounting Estimates
and Errors, in respect of applying FRS 7 and FRS 139 are not disclosed by virtue of the exemptions given in these
respective FRSs.

Initial application of a standard, an amendment or an interpretation, which may have material impacts to the
financial statements are disclosed below:

i FRS 8, Operating Segments

FRS 8 replaces FRS 1142004, Segment Reporting and requires the identification and reporting of operating
segments based on internal reports that are regularly reviewed by the chief operating decision maker of the
Group in order to allocate resources to the segment and to assess its performance. Currently, the Group
presents segment information in respect of its business and geographical segments (Note 24). The Directors
are of the opinion that the segment information disclosed in Note 24 reflects the operating segments based
on internal reports that are regularly reviewed by the chief operating decision maker of the Group. Therefore,
under FRS 8, the Group will continue to present segment information in respect of its operating segments in
a similar manner.

ii Improvements to FRSs (2009)

Improvements to FRSs (2009) contain various amendments that result in accounting changes for
presentation, recognition or measurement and disclosure purposes. Amendments that may have an impact
is on FRS 117, Leases.

126 KFC holdings (malaysia) bhd


annual report 2009
1 Basis of preparation (contd.)

a Statement of compliance (contd.)

ii Improvements to FRSs (2009) (contd.)

The amendments clarify that the classification of lease of land and require entities with existing leases of
land and buildings to reassess the classification of land as finance or operating lease. Leasehold land which
in substance is a finance lease will be reclassified to property, plant and equipment. The adoption of these
amendments will result in a change in accounting policy which will be applied retrospectively in accordance
with the transitional provisions. This change in accounting policy will result in reclassification of lease of land
amounting to RM67,912,000 as at 31 December 2009 from prepaid land lease payments to property, plant
and equipment.

b Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following assets as
explained in their respective accounting policy notes:

• Property, plant and equipment


• Investment properties

c Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency.
All financial information is presented in RM and has been rounded to the nearest thousand, unless otherwise
stated.

d Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.

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annual report 2009 127
Notes to
the financial
statements

1 Basis of preparation (contd.)

d Use of estimates and judgements (contd.)

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.

There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies
that have significant effect on the amounts recognised in the financial statements other than those disclosed in
the following notes:

• Note 4 - measurement of recoverable amounts of cash-generating units


• Note 6 - valuation of investment properties
• Note 14 - recognition of unutilised tax losses and capital allowances
• Note 15 - employee benefits
• Note 28 - contingent liabilities

2 Significant accounting policies

The accounting policies set out below have been applied consistently to the periods presented in these financial
statements, and have been applied consistently by Group entities, unless otherwise stated.

a Basis of consolidation

i Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the ability to exercise its
power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries
are consolidated using the purchase method of accounting.

Under the purchase method of accounting, the financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.

Investment in subsidiaries are stated in the Company’s balance sheet at cost less impairment losses.

ii Changes in Group composition

Where a subsidiary issues new equity shares to minority interests for cash consideration and the issue price
has been established at fair value, the reduction in the Group’s interests in the subsidiary is accounted for as
a disposal of equity interest with the corresponding gain or loss recognised in the income statements.

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annual report 2009
2 Significant accounting policies (contd.)

a Basis of consolidation (contd.)

iii Minority interests

Minority interests at the balance sheet date, being the portion of the net assets of subsidiaries attributable
to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries,
are presented in the consolidated balance sheet and statement of changes in equity within equity, separately
from equity attributable to the equity shareholders of the Company. Minority interests in the results of the
Group are presented on the face of the consolidated income statement as an allocation of the total profit or
loss for the year between minority interests and the equity shareholders of the Company.

Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess,
and any further losses applicable to the minority, are charged against the Group’s interest except to the extent
that the minority has a binding obligation to, and is able to, make additional investment to cover the losses.
If the subsidiary subsequently reports profits, the Group’s interest is allocated with all such profits until the
minority’s share of losses previously absorbed by the Group has been recovered.

iv Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements.

b Foreign currency

i Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group entities
at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are retranslated to the functional currency at the exchange rate at that
date. Non-monetary assets and liabilities denominated in foreign currencies are translated at exchange rates
at the dates of the transactions except for those that are measured at fair value, which are retranslated to
the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency
differences arising on retranslation are recognised in the income statements.

ii Operations denominated in functional currencies other than Ringgit Malaysia

The assets and liabilities of operations in functional currencies other than RM, including goodwill and fair
value adjustments, are translated to RM at exchange rates at the balance sheet date, except for goodwill and
fair value adjustments arising from business combinations before 1 January 2006 which are reported using
the exchange rates at the dates of the acquisitions. The income and expenses of operations in functional
currencies other than RM are translated to RM at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in translation reserve. On disposal of operations, accumulated
translation differences are recognised in the consolidated income statement as part of the gain or loss
on sale.

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annual report 2009 129
Notes to
the financial
statements

2 Significant accounting policies (contd.)

c Property, plant and equipment

i Recognition and measurement

Items of property, plant and equipment are stated at cost/valuation less any accumulated depreciation and
any accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs
directly attributable to bring the asset to working condition for its intended use, and the costs of dismantling
and removing the items and restoring the site on which they are located. The cost of self-constructed assets
also includes the cost of materials and direct labour. Purchased software that is integral to the functionality of
the related equipment is capitalised as part of that equipment.

The cost of property, plant and equipment recognised as a result of a business combination is based on fair
value at acquisition date. The fair value of property is the estimated amount for which a property could be
exchanged between a willing buyer and a willing seller in an arm’s length transaction after proper marketing
wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other
items of plant and equipment is based on the quoted market prices for similar items.

When significant parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net
within “other income” or “other operating expenses” respectively in the income statements. When revalued
assets are sold, the amounts included in the revaluation surplus reserve are transferred to retained earnings.

Property, plant and equipment under the revaluation model

The Group revalues its property comprising land and building every five (5) years and at shorter intervals
whenever the fair value of the revalued assets is expected to differ materially from their carrying value.

Surpluses arising from revaluation are dealt with in the revaluation reserve account. Any deficit arising is offset
against the revaluation reserve to the extent of a previous increase for the same property. In all other cases,
a decrease in carrying amount is charged to the income statements.

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annual report 2009
2 Significant accounting policies (contd.)

c Property, plant and equipment (contd.)

ii Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefits embodied within the part will flow to the Group
and its cost can be measured reliably. The carrying amount of the replaced part is derecognised to income
statements. The costs of the day-to-day servicing of property, plant and equipment are recognised in the
income statements as incurred.

iii Depreciation

Depreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of
each part of an item of property, plant and equipment. Freehold land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

• Buildings 20 - 50 years
• Leasehold improvements and renovation 10 years
• Plant and machinery 10 years
• Motor vehicles 5 years
• Restaurant and office equipment 5 - 10 years

No depreciation is provided for crockery, cutlery and utensils. Subsequent replacements are written off
to income statement as and when incurred.

Depreciation methods, useful lives and residual values are reassessed at the balance sheet date.

d Leased assets

Operating lease

Leases, where the Group does not assume substantially all the risks and rewards of the ownership are classified as
operating leases and, except for property interest held under operating lease, the leased assets are not recognised
on the Group’s balance sheet. Property interest held under an operating lease, which is held to earn rental income
or for capital appreciation or both, is classified as investment property.

Leasehold land that normally has an indefinite economic life and title is not expected to pass to the lessee
by the end of the lease term is treated as an operating lease. The payment made on entering into or acquiring
a leasehold land is accounted for as prepaid land lease payments, except for leasehold land classified as
investment property.

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annual report 2009 131
Notes to
the financial
statements

2 Significant accounting policies (contd.)

d Leased assets (contd.)

Operating lease (contd.)

Certain leasehold land were revalued in August 2005 and the Group has retained the unamortised revalued amount
as the surrogate carrying amount of prepaid land lease payments in accordance with the transitional provision in
FRS 117.67A when it first adopted FRS 117, Leases in 2006.

Payments made under operating leases are recognised in the income statements on a straight-line basis over the
term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the
term of the lease.

e Intangible assets

i Goodwill

Goodwill arises on business combinations and is measured at cost less any accumulated impairment losses.

For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the
Group’s interest in the fair values of the net identifiable assets and liabilities.

For business acquisitions beginning from 1 January 2006, goodwill represents the excess of the cost of the
acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities of the acquiree.

Any excess of the Group’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent
liabilities over the cost of acquisition is recognised immediately in income statement.

ii Other intangible assets

Intangible assets, other than goodwill, that are acquired by the Group are stated at cost less any accumulated
amortisation and any accumulated impairment losses.

iii Subsequent expenditure

Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future
economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as
incurred.

iv Amortisation

Goodwill is tested for impairment annually and whenever there is an indication that it may be impaired.

The restaurants’ initial and renewal franchise fees and territorial franchise fees are stated at cost and are
amortised on a straight-line basis over 10 years.

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annual report 2009
2 Significant accounting policies (contd.)

f Investment properties

i Investment properties carried at fair value

Investment properties are properties which are owned or held under a leasehold interest to earn rental income
or for capital appreciation or for both. These include land held for a currently undetermined future use.
Properties that are occupied by the companies in the Group are accounted for as owner-occupied rather than
as investment properties.

Investment properties are measured initially at cost and subsequently at fair value with any change therein
recognised in the income statements.

ii Determination of fair value

An external, independent valuation firm, having appropriate recognised professional qualifications and recent
experience in the location and category of property being valued, values the Group’s investment property
portfolio every twelve (12) months.

The fair values are based on market values, being the estimated amount for which a property could be
exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length
transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without
compulsion.

In the absence of current prices in an active market, the valuations are prepared by considering the aggregate
of the estimated cash flows expected to be received from renting out the property. A yield that reflects the
specific risks inherent in the net cash flows then is applied to the net annual cash flows to arrive at the
property valuation.

Valuations reflect the remaining economic life of the property. When rent reviews or lease renewals are pending
with anticipated reversionary increases, it is assumed that all notices and where appropriate counter-notices
have been served validly and within the appropriate time.

g Other investment

Other investment is recognised initially at fair value plus attributable transaction costs.

Subsequent to initial recognition, all current investments are carried at the lower of cost and market value,
determined on an aggregate portfolio basis by category of investments.

On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised
in the income statements.

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annual report 2009 133
Notes to
the financial
statements

2 Significant accounting policies (contd.)

h Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the
first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition.

In the case of livestocks, cost includes the original cost of bringing the inventories to its present location
and condition.

In the case of finished goods, cost includes an appropriate share of production overheads based on normal
operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.

i Receivables and deposits

Receivables and deposits are initially recognised at their cost when the contractual right to receive cash or another
financial asset from another entity is established.

Subsequent to initial recognition, receivables and deposits are stated at cost less allowance for doubtful debts.

Receivables and deposits are not held for the purpose of trading.

j Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks. For the purpose of the
cash flow statement, cash and cash equivalents are presented net of pledged deposits.

k Impairment of assets

The carrying amounts of assets except for inventories, deferred tax assets and financial assets are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists, the
asset’s recoverable amount is estimated. For goodwill, recoverable amount is estimated at each reporting date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets
that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or
groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose
of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of
the combination.

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annual report 2009
2 Significant accounting policies (contd.)

k Impairment of assets (contd.)

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is
recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not
exceed the amount in the revaluation surplus for that same asset. Impairment losses are recognised in the income
statements. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the
carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets
in the unit (groups of units) on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised
in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has
been recognised. Reversals of impairment losses are credited to the income statements in the year in which the
reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited
directly to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised
in the income statements, a reversal of that impairment loss is also recognised in the income statements.

l Equity instruments

All equity instruments are stated at cost on initial recognition and are not re-measured subsequently.

Issue expenses

Incremental costs directly attributable to issue of equity instruments are recognised as a deduction from equity.

m Loans and borrowings

Loans and borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in the income statements over the period of the loans and borrowings using the effective
interest method.

KFC holdings (malaysia) bhd


annual report 2009 135
Notes to
the financial
statements

2 Significant accounting policies (contd.)

n Employee benefits

i Short-term employee benefits

Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick
leave are measured on an undiscounted basis and are expensed as the related service is provided.

A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing
plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.

The Group’s contribution to statutory pension funds are charged to the income statements in the year to
which they relate. Once the contributions have been paid, the Group has no further payment obligations.

ii Defined benefit plans

The Group’s net obligation in respect of defined benefit retirement plans is calculated separately for each
plan by estimating the amount of future benefit that employees have earned in return for their service in the
current and prior periods; that benefit is discounted to determine the present value. Any unrecognised past
service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting
date on 7-year high quality corporate bonds that have maturity dates approximating the terms of the Group’s
obligations and that are denominated in the same currency in which the benefits are expected to be paid. The
calculation is performed by a qualified actuary conducted every two (2) years with the last actuarial report
conducted in 2009 using the projected unit credit method. When the calculation results in a benefit to the
Group, the recognised asset is limited to the net total of any unrecognised past service costs and the present
value of any future refunds from the plan or reductions in future contributions to the plan.

When the benefits of a plan are improved, the portion of the increased benefit relating to past service by
employees is recognised in the income statements on a straight-line basis over the average period until
the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised
immediately in the income statements.

The Group recognises all actuarial gains and losses arising from defined benefit plans directly in
equity immediately.

o Contingent liabilities

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits
is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of
one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic
benefits is remote.

136 KFC holdings (malaysia) bhd


annual report 2009
2 Significant accounting policies (contd.)

o Contingent liabilities (contd.)

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies
within its group, the Company considers these to be insurance arrangements, and accounts for them as such.
In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes
probable that the Company will be required to make a payment under the guarantee.

p Payables and accruals

Payables and accruals are measured initially and subsequently at cost. Payables and accruals are recognised
when there is a contractual obligation to deliver cash or another financial asset to another entity.

q Revenue recognition

Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of
returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks
and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably, and there is no continuing management
involvement with the goods.

The following specific recognition criteria must also be met before revenue is recognised.

i Sale of restaurant food and beverages

Sales revenue represents retail sales at the Group’s restaurants and is recognised at the point of sales.
The Group recognises sales revenue net of sales tax and service charge.

ii Rental income

Rental income from investment property is recognised in the income statements on a straight-line basis over
the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income,
over the term of the lease.

iii Dividend income

Dividend income is recognised when the right to receive payment is established.

r Interest income and borrowing costs

Interest income is recognised as it accrues, using the effective interest method.

All borrowing costs are recognised in the income statements using the effective interest method, in the period in
which they are incurred.

KFC holdings (malaysia) bhd


annual report 2009 137
Notes to
the financial
statements

2 Significant accounting policies (contd.)

s Tax expense

Tax expense comprises current and deferred tax. Tax expense is recognised in the income statements except to
the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to
the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted
by the balance sheet date.

Deferred tax liability is recognised for all taxable temporary differences.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Unutilised reinvestment allowance is treated as a tax base of asset and is recognised as a reduction of tax
expense as and when they are utilised.

t Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or
loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for
the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted
to employees.

u Segment reporting

A segment is a distinguishable component of the Group that is engaged either in providing products or services
(business segment), or in providing products or services within a particular economic environment (geographical
segment), which is subject to risks and rewards that are different from those of other segments.

138 KFC holdings (malaysia) bhd


annual report 2009
3 Property, plant and equipment

Leasehold
improve- Plant Restaurant
Freehold ments and and Motor and office
land Buildings renovation machinery vehicles equipment Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost/Valuation
At 1 January 2008 173,051 202,068 137,436 141,821 34,071 295,099 983,546
Additions – 7,427 47,954 30,709 3,557 61,406 151,053
Disposals/Write off (4,429) (495) (12,584) (179) (3,894) (21,787) (43,368)
Acquisition of a subsidiary – 776 177 965 319 553 2,790
Effect of movement
in exchange rates – 136 1,528 – 94 1,331 3,089

At 31 December 2008/
1 January 2009 168,622 209,912 174,511 173,316 34,147 336,602 1,097,110
Additions 4,137 12,527 52,269 25,503 6,382 71,506 172,324
Disposals/Write off – (1,618) (13,062) (7,130) (4,124) (50,655) (76,589)
Reclassification – – (217) – 93 124 –
Transfer from related
companies – – – – 106 – 106
Transfer to related
companies – – – – – (218) (218)
Effect of movement
in exchange rates – 122 1,653 – 81 1,224 3,080

At 31 December 2009 172,759 220,943 215,154 191,689 36,685 358,583 1,195,813

Representing:
At cost 5,757 47,649 215,154 191,689 36,685 358,583 855,517
At valuation 167,002 173,294 – – – – 340,296

At 31 December 2009 172,759 220,943 215,154 191,689 36,685 358,583 1,195,813

KFC holdings (malaysia) bhd


annual report 2009 139
Notes to
the financial
statements

3 Property, plant and equipment (contd.)

Leasehold
improve- Plant Restaurant
Freehold ments and and Motor and office
land Buildings renovation machinery vehicles equipment Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Depreciation and
impairment loss
At 1 January 2008:
Accumulated
depreciation – 26,209 74,323 88,916 27,187 154,668 371,303
Accumulated
impairment losses 58,733 23,852 – – – – 82,585
58,733 50,061 74,323 88,916 27,187 154,668 453,888
Depreciation for the year – 4,982 16,252 11,440 2,402 26,655 61,731
Disposals/Write off – (416) (12,315) (102) (3,725) (20,932) (37,490)
Acquisition of a subsidiary – 260 147 959 262 500 2,128
Effect of movement
in exchange rates – 5 922 – 46 821 1,794

At 31 December 2008:
Accumulated
depreciation – 31,430 79,329 101,213 26,172 161,712 399,856
Accumulated
impairment losses 58,733 23,462 – – – – 82,195
Balance carried forward 58,733 54,892 79,329 101,213 26,172 161,712 482,051

140 KFC holdings (malaysia) bhd


annual report 2009
3 Property, plant and equipment (contd.)

Leasehold
improve- Plant Restaurant
Freehold ments and and Motor and office
land Buildings renovation machinery vehicles equipment Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Depreciation and
impairment loss
Balance brought forward 58,733 54,892 79,329 101,213 26,172 161,712 482,051
Depreciation for the year – 5,210 20,268 13,695 2,701 34,129 76,003
Disposals/Write off – (690) (12,316) (6,922) (4,087) (47,826) (71,841)
Impairment loss – – 1,276 – – 1,267 2,543
Reclassification – – (18) – 3 15 –
Transfer from related
companies – – – – 66 – 66
Transfer to related
companies – – – – – (94) (94)
Effect of movement
in exchange rates – 9 961 – 40 746 1,756

At 31 December 2009:
Accumulated
depreciation – 36,598 88,224 107,986 24,895 148,682 406,385
Accumulated
impairment losses 58,733 22,823 1,276 – – 1,267 84,099
58,733 59,421 89,500 107,986 24,895 149,949 490,484

Carrying amounts
At 1 January 2008 114,318 152,007 63,113 52,905 6,884 140,431 529,658

At 31 December 2008/
1 January 2009 109,889 155,020 95,182 72,103 7,975 174,890 615,059

At 31 December 2009 114,026 161,522 125,654 83,703 11,790 208,634 705,329

KFC holdings (malaysia) bhd


annual report 2009 141
Notes to
the financial
statements

3 Property, plant and equipment (contd.)

Leasehold
improve-
Freehold ments and Motor Office
land Buildings renovation vehicles equipment Total
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost/Valuation

At 1 January 2008 14,697 2,260 374 3,205 4,588 25,124


Additions – – 234 – 514 748
Disposals/Write off (50) – – (755) – (805)

At 31 December 2008/
1 January 2009 14,647 2,260 608 2,450 5,102 25,067
Additions – – – 1,648 2,329 3,977
Transfer from related company – – – 42 – 42
Transfer to related company – – – (96) – (96)
Disposals/Write off – – (50) (1,174) (2,792) (4,016)

At 31 December 2009 14,647 2,260 558 2,870 4,639 24,974

Representing:
At cost 1,620 1,020 558 2,870 4,639 10,707
At valuation 13,027 1,240 – – – 14,267

At 31 December 2009 14,647 2,260 558 2,870 4,639 24,974

Depreciation

At 1 January 2008 – 108 123 2,533 2,452 5,216


Depreciation for the year – 52 56 176 507 791
Disposals/Write off – – – (690) – (690)

At 31 December 2008/
1 January 2009 – 160 179 2,019 2,959 5,317
Depreciation for the year – 52 56 246 775 1,129
Transfer from related company – – – 24 – 24
Transfer to related company – – – (96) – (96)
Disposals/Write off – – (50) (1,174) (2,523) (3,747)

At 31 December 2009 – 212 185 1,019 1,211 2,627

142 KFC holdings (malaysia) bhd


annual report 2009
3 Property, plant and equipment (contd.)

Leasehold
improve-
Freehold ments and Motor Office
land Buildings renovation vehicles equipment Total
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Carrying amounts
At 1 January 2008 14,697 2,152 251 672 2,136 19,908

At 31 December 2008/
1 January 2009 14,647 2,100 429 431 2,143 19,750

At 31 December 2009 14,647 2,048 373 1,851 3,428 22,347

3.1 Impairment loss

The Group recognised an impairment loss of RM2,543,000 (2008 : Nil) with respect to leasehold improvement
and restaurant and office equipment of certain Rasamas restaurants that were intended to close down.

Impairment loss has been recognised in other expenses.

3.2 Security

At 31 December 2009, properties with a carrying amount of RM54,888,000 (2008 : RM109,837,000) are pledged
as securities for term loans (Note 13).

3.3 Property, plant and equipment under the revaluation model

The Group’s freehold land and buildings including the buildings on leasehold land were revalued on 24 August
2005 by independent professional qualified valuers using open market value method. Had the freehold land and
buildings been carried under the cost model, their carrying amounts would have been included in the financial
statements of the Group as at 31 December 2009 as follows:

Accumulated Net carrying


Cost depreciation amount
Group RM’000 RM’000 RM’000

At 31 December 2009
Freehold land 147,741 – 147,741
Buildings 189,650 41,573 148,077

337,391 41,573 295,818

KFC holdings (malaysia) bhd


annual report 2009 143
Notes to
the financial
statements

3 Property, plant and equipment (contd.)

3.3 Property, plant and equipment under the revaluation model (contd.)

Accumulated Net carrying


Cost depreciation amount
Group RM’000 RM’000 RM’000

At 31 December 2008
Freehold land 147,741 – 147,741
Buildings 191,435 38,290 153,145

339,176 38,290 300,886

Company

At 31 December 2009
Freehold land 9,863 – 9,863
Buildings 1,152 315 837

11,015 315 10,700



At 31 December 2008
Freehold land 9,863 – 9,863
Buildings 1,152 292 860

11,015 292 10,723

3.4 Title deeds

The titles of certain properties are either in process of being transferred to the Group and the Company or are
pending the issuance of strata titles by the relevant authorities.

144 KFC holdings (malaysia) bhd


annual report 2009
4 Intangible assets

Goodwill on Franchise
consolidation fees Total
Group RM’000 RM’000 RM’000

Cost
At 1 January 2008 44,328 45,117 89,445
Additions 637 5,552 6,189
Write off – (478) (478)

At 31 December 2008/1 January 2009 44,965 50,191 95,156


Additions – 5,340 5,340
Write off – (6,749) (6,749)

At 31 December 2009 44,965 48,782 93,747

Accumulated amortisation
At 1 January 2008 1,566 19,816 21,382
Amortisation for the year – 4,417 4,417
Write off – (478) (478)

At 31 December 2008/1 January 2009 1,566 23,755 25,321


Amortisation for the year – 6,501 6,501
Write off – (6,749) (6,749)

At 31 December 2009 1,566 23,507 25,073

Carrying amounts
At 1 January 2008 42,762 25,301 68,063

At 31 December 2008/1 January 2009 43,399 26,436 69,835

At 31 December 2009 43,399 25,275 68,674

KFC holdings (malaysia) bhd


annual report 2009 145
Notes to
the financial
statements

4 Intangible assets (contd.)

Impairment testing for cash-generating units containing goodwill

For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes.

The aggregate carrying amounts of goodwill allocated to each unit are as follows:

2009 2008
Group RM’000 RM’000

Restaurants 21,355 21,355
Integrated poultry 20,297 20,297
Ancillary 1,747 1,747

43,399 43,399

The recoverable amounts of the CGUs were based on value-in-use calculations. The calculations use pre-tax cash
flow projections based on financial budgets approved by management covering a ten-year period. Cash flows beyond
the ten-year period are extrapolated using the growth rate of 4% (2008 : 4%). The growth rate does not exceed the
average historical growth rate over the long term for the industry.

Value in use was determined by discounting the future cash flows generated from the continuing use of the units and
was based on the following assumptions:

• There will be no material changes in the structure and principal activities of the Group.
• Raw material price inflation - there will not be any significant increase in the prices and supply of raw materials,
wages and other related costs, resulting from industrial dispute, adverse changes in the economic conditions or
other abnormal factors, which will adversely affect the operations of the Group.
• Statutory income tax rate - the tax rate for Malaysia is 25% for year 2010 and Singapore’s tax rate at 17%. There
will be no material changes in the present legislation or regulations, rates and bases of duties, levies and other
taxes affecting the Group’s activities.
• Interest rates - the interest rates on the existing financing facilities will prevail.
• Foreign exchange rate - the foreign exchange rate will not be substantially and adversely different from the
current rate.

146 KFC holdings (malaysia) bhd


annual report 2009
5 Prepaid land lease payments

Unexpired Unexpired
period period
less than more than
50 years 50 years Total
Group RM’000 RM’000 RM’000

Cost/Valuation
At 1 January 2008 75 65,452 65,527
Acquisition through business combination 910 – 910

At 31 December 2008/1 January 2009 985 65,452 66,437


Additions – 5,722 5,722
Disposals – (871) (871)

At 31 December 2009 985 70,303 71,288

Amortisation
At 1 January 2008 4 1,582 1,586
Amortisation for the year 18 804 822
Acquisition through business combination 188 – 188

At 31 December 2008/1 January 2009 210 2,386 2,596


Amortisation for the year 19 806 825
Disposals – (45) (45)

At 31 December 2009 229 3,147 3,376

Carrying amounts
At 1 January 2008 71 63,870 63,941

At 31 December 2008/1 January 2009 775 63,066 63,841

At 31 December 2009 756 67,156 67,912

Security

At 31 December 2009, properties with a carrying amount of RM8,456,000 (2008 : RM30,434,000) are pledged as
securities for term loans (Note 13).

KFC holdings (malaysia) bhd


annual report 2009 147
Notes to
the financial
statements

6 Investment properties

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

At 1 January 898 2,000 – 585


Addition – 898 – –
Disposal – (2,000) – –
Transfer to a subsidiary – – – (585)

At 31 December 898 898 – –

Included in the above are:


Leasehold land with unexpired lease period of more than 50 years 692 692 – –
Buildings 206 206 – –

898 898 – –

The rental income earned by the Group for the year ended 31 December 2009 from its investment properties,
all of which are leased out under operating leases, amounted to RM66,000 (2008 : RM51,000). There were no direct
operating expenses (including repair and maintenance) arising from investment properties.

7 Investments in subsidiaries

Company
2009 2008
RM’000 RM’000

At cost:
Unquoted shares 419,605 418,305
Less: Accumulated impairment losses (64,055) (64,055)

355,550 354,250

148 KFC holdings (malaysia) bhd


annual report 2009
7 Investments in subsidiaries (contd.)

Details of the subsidiaries are as follows:

Effective
Country of ownership
Name of subsidiaries incorporation Principal activities interest
2009 2008
% %

Held by the Company:

Ayamas Food Corporation Sdn Bhd Malaysia Poultry processing and 100.0 100.0
further processing plants
Investment holding

Ayamas Integrated Poultry Malaysia Breeder and broiler farms 100.0 100.0
Industry Sdn Bhd Hatchery
Feedmill
Investment holding

Bakers’ Street Sdn Bhd Malaysia Restaurants 100.0 100.0

Integrated Poultry Industry Malaysia Poultry processing plant 100.0 100.0


Sdn Bhd

KFC Events Sdn Bhd Malaysia Sales of food products vouchers 100.0 100.0

KFC India Holdings Sdn Bhd Malaysia Investment holding 100.0 –


(formerly known as
Orient Palm Sdn Bhd)

KFC Manufacturing Sdn Bhd Malaysia Bakery 100.0 100.0


Trading in consumables
Investment holding

KFC Restaurants Holdings Malaysia Investment holding 100.0 100.0


Sdn Bhd

Region Food Industries Sdn Bhd Malaysia Sauce manufacturing plant 100.0 100.0

Restoran Keluarga Sdn Bhd Malaysia Restaurants 100.0 100.0

Roaster’s Chicken Sdn Bhd Malaysia Investment holding 100.0 100.0

KFC holdings (malaysia) bhd


annual report 2009 149
Notes to
the financial
statements

7 Investments in subsidiaries (contd.)

Effective
Country of ownership
Name of subsidiaries incorporation Principal activities interest
2009 2008
% %

Held by the Company (contd.):

Signature Chef Dining Services Malaysia Restaurants 100.0 100.0


Sdn Bhd

Signature Chef Foodservice Malaysia Restaurants 100.0 100.0


& Catering Sdn Bhd

WP Properties Holdings Sdn Bhd Malaysia Investment holding 100.0 100.0

Tepak Marketing Sdn Bhd Malaysia Contract packing 55.0 55.0

Cilik Bistari Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Roda
Kapital Sdn Bhd)

Rangeview Sdn Bhd Malaysia Dormant 100.0 100.0

Hiei Food Industries Sdn Bhd Malaysia Dormant 81.0 81.0

Held through subsidiaries:

Ayamazz Sdn Bhd Malaysia Push-cart selling 100.0 100.0


(formerly known as Rasa food and refreshment
Gourmet Sdn Bhd)

Kedai Ayamas Sdn Bhd Malaysia Poultry retail and convenience 100.0 100.0
food store chain
Investment holding

Kentucky Fried Chicken Malaysia Restaurants 100.0 100.0


(Malaysia) Sendirian Berhad

150 KFC holdings (malaysia) bhd


annual report 2009
7 Investments in subsidiaries (contd.)

Effective
Country of ownership
Name of subsidiaries incorporation Principal activities interest
2009 2008
% %

Held through subsidiaries (contd.):

KFC (East Malaysia) Sdn Bhd Malaysia Investment holding 100.0 100.0

KFC (Peninsular Malaysia) Sdn Bhd Malaysia Restaurants 100.0 100.0


Commissary
Investment holding

KFC (Sarawak) Sdn Bhd Malaysia Restaurants 100.0 100.0

KFC Marketing Sdn Bhd Malaysia Sales and marketing 100.0 100.0
of food products

Ladang Ternakan Putihekar (N.S.) Sdn Bhd Malaysia Breeder farm 100.0 100.0

MH Integrated Farm Berhad Malaysia Property holding 100.0 100.0

Pintas Tiara Sdn Bhd Malaysia Property holding 100.0 100.0

Rasamas Holdings Sdn Bhd Malaysia Restaurants 100.0 100.0

Rasamas Bangi Sdn Bhd Malaysia Restaurant 100.0 100.0

Rasamas Batu Caves Sdn Bhd Malaysia Restaurant 100.0 100.0

Restoran Sabang Sdn Bhd Malaysia Restaurant 100.0 100.0

Seattle’s Best Coffee Sdn Bhd Malaysia Restaurants 100.0 100.0

SPM Restaurants Sdn Bhd Malaysia Meals on Wheels 100.0 100.0


Property holding

Ayamas Farms & Hatchery Sdn Bhd Malaysia Broiler farm 90.0 100.0

KFC holdings (malaysia) bhd


annual report 2009 151
Notes to
the financial
statements

7 Investments in subsidiaries (contd.)

Effective
Country of ownership
Name of subsidiaries incorporation Principal activities interest
2009 2008
% %

Held through subsidiaries (contd.):

KFC (Sabah) Sdn Bhd Malaysia Restaurants 90.0 90.0

Rasamas Butterworth Sdn Bhd Malaysia Restaurant 90.0 –


(formerly known as
Heritage Revenue Sdn Bhd)

Rasamas Subang Sdn Bhd Malaysia Restaurant 90.0 –


(formerly known as
Supreme Delight Sdn Bhd)

Rasamas Wangsa Maju Sdn Bhd Malaysia Restaurant 90.0 –


(formerly known as Sensasi Laman
Sdn Bhd)

Rasamas Tebrau Sdn Bhd Malaysia Restaurant 89.2 100.0

Rasamas Taman Universiti Sdn Bhd Malaysia Restaurant 89.1 100.0

Rasamas Larkin Sdn Bhd Malaysia Restaurant 88.8 100.0

Ayamas Feedmill Sdn Bhd Malaysia Broiler farm 85.0 100.0

Semangat Juara Sdn Bhd Malaysia Broiler farm 75.0 100.0

Kentucky Fried Chicken Singapore Restaurants 100.0 100.0


Management Pte Ltd*

Mauritius Food Corporation Pvt Ltd* Mauritius Investment holding 100.0 –

Mumbai Chicken Pvt Ltd* India Restaurants 100.0 –



Pune Chicken Restaurants Pvt Ltd* India Restaurants 100.0 –

152 KFC holdings (malaysia) bhd


annual report 2009
7 Investments in subsidiaries (contd.)

Effective
Country of ownership
Name of subsidiaries incorporation Principal activities interest
2009 2008
% %

Held through subsidiaries (contd.):

WQSR Holdings (S) Pte Ltd* Singapore Investment holding 100.0 100.0

KFC (B) Sdn Bhd* Brunei Restaurants 45.9 45.9


Darussalam

Rasamas Sdn Bhd* Brunei Restaurants 45.9 45.9


Darussalam

Asbury’s (Malaysia) Sdn Bhd Malaysia Dormant 100.0 100.0

Ayamas Contract Farming Sdn Bhd Malaysia Dormant 100.0 100.0

Ayamas Franchise Sdn Bhd Malaysia Dormant 100.0 100.0

Ayamas Marketing (M) Sdn Bhd Malaysia Dormant 100.0 100.0

Ayamas Selatan Sdn Bhd Malaysia Dormant 100.0 100.0

Chippendales (M) Sdn Bhd Malaysia Dormant 100.0 100.0

Rasamas BC Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Natural
Equity Sdn Bhd)

Rasamas Bukit Tinggi Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Premier Option
Sdn Bhd)

Rasamas Endah Parade Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Bima Permata
Sdn Bhd)

KFC holdings (malaysia) bhd


annual report 2009 153
Notes to
the financial
statements

7 Investments in subsidiaries (contd.)

Effective
Country of ownership
Name of subsidiaries incorporation Principal activities interest
2009 2008
% %

Held through subsidiaries (contd.):

Rasamas Kota Bharu Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as
Dominion Brand Sdn Bhd)

Rasamas Melaka Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Prisma Circle
Sdn Bhd)

Rasamas Mergong Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Smart
Revenue Sdn Bhd)

Rasamas Nilai Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Midland Brand Sdn Bhd)

Rasamas Terminal Larkin Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Bold Ocean Sdn Bhd)

Usahawan Bistari Ayamas Sdn Bhd Malaysia Dormant 100.0 –


(formerly known as Universal
Bonus Sdn Bhd)

Wangsa Progresi Sdn Bhd Malaysia Dormant 100.0 100.0

Yes Gelato Sdn Bhd Malaysia Dormant 80.0 80.0

Ayamas Food Corporation (S) Pte Ltd* Singapore Dormant 100.0 100.0

Helix Investments Limited Hong Kong Dormant 100.0 100.0

* Audited by other member firms of KPMG International

154 KFC holdings (malaysia) bhd


annual report 2009
8 Other investment

Group
2009 2008
RM’000 RM’000

Non-current
At cost:
Unquoted shares 4,500 4,500
Less: Allowance for diminution in value (4,500) (4,500)

– –

Current
Investment in Amanahraya unit trust – 20,203

Market value of unit trust – 20,354

9 Inventories

Group
2009 2008
RM’000 RM’000

At cost:
Raw materials 37,264 31,097
Groceries, poultry and consumables 54,690 66,747
Equipment and spare parts 17,097 15,455
Advertising materials 3,307 3,459
Livestock 10,803 9,345
Finished goods 49,178 32,371

172,339 158,474

KFC holdings (malaysia) bhd


annual report 2009 155
Notes to
the financial
statements

10 Receivables and deposits

Group Company
2009 2008 2009 2008
Note RM’000 RM’000 RM’000 RM’000

Trade
Trade receivables 51,903 49,008 – –
Less: Allowance for doubtful debts (1,639) (1,375) – –

50,264 47,633 – –

Non-trade
Amount due from subsidiaries 10.1 – – 238,803 214,511
Amount due from related companies 10.1 14,979 8,440 – –
Other receivables 10.2 11,062 14,420 1,685 1,007
Deposits 10.3 62,576 48,480 5,938 5,283
Current tax assets 12,988 9,139 1,544 1,941

101,605 80,479 247,970 222,742

151,869 128,112 247,970 222,742

10.1 Amounts due from subsidiaries and related companies


The non-trade receivables due from subsidiaries and related companies are unsecured, interest bearing and
are repayable on demand.

10.2 Other receivables


Included in the other receivables of the Group is a lease consideration paid to a related company amounting to
RM875,000 (2008 : RM875,000) for the lease of a vacant land at Terminal Larkin Sentral, Johor Bahru for a term
of 15 years expiring on 16 March 2023.

10.3 Deposits

Included in the deposits of the Group and of the Company is a deposit paid to a related company amounting
to RM5,228,000 (2008 : RM5,228,000) for purchase of a leasehold industrial land at Bandar Tenggara, Kulai,
Johor Darul Takzim.

Included in the deposits of the Group are:

i Deposits paid to a related company amounting to RM2,269,000 (2008 : RM2,673,000) for the purchase
of a freehold land at Parcel 9, Mukim of Tebrau, District of Johor Bahru; and

ii Deposits paid to the ultimate holding corporation amounting to RM9,360,000 (2008 : RM1,040,000) for the
purchase of a 99 years leasehold land at Mukim Bukit Batu, District of Kulaijaya, Johor.

156 KFC holdings (malaysia) bhd


annual report 2009
11 Cash and cash equivalents

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Deposits placed with licensed banks 83,083 41,643 – 3,667


Cash and bank balances 40,366 56,342 365 3,130

123,449 97,985 365 6,797

Deposits placed with licensed banks pledged for a bank facility

There were no deposits placed with licensed banks of the Group (2008 : RM4,019,000) and of the Company (2008 :
RM3,667,000) which were pledged for bank guarantees and term loan facilities granted to subsidiaries (Note 13).

12 Share capital and reserves

12.1 Share capital


Group and Company
Number Number
Amount of shares Amount of shares
2009 2009 2008 2008
RM’000 ’000 RM’000 ’000

Authorised:
Ordinary shares of RM1 each 1,000,000 1,000,000 1,000,000 1,000,000

Issued and fully paid:


Ordinary shares of RM1 each 198,275 198,275 198,275 198,275

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company.

12.2 Reserves
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Non-distributable
Share premium 18,736 18,736 18,721 18,721
Exchange fluctuation reserve 2,072 1,128 – –
Asset revaluation reserve 25,169 27,841 3,352 3,359

45,977 47,705 22,073 22,080


Distributable
Retained earnings 547,505 446,178 357,216 316,703

593,482 493,883 379,289 338,783

KFC holdings (malaysia) bhd


annual report 2009 157

Notes to
the financial
statements

12 Share capital and reserves (contd.)

12.2 Reserves (contd.)

The movement in each category of the reserves are disclosed in the statements of changes in equity.

The nature and purpose of each category of reserves are as follows:

a Share premium

This reserve comprises the premium paid on subscription of shares in the Company over and above the par
value of the shares.

b Exchange fluctuation reserve

The exchange fluctuation reserve is used to record exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the
Group’s presentation currency. It is also used to record the exchange differences arising from monetary
items which form part of the Group’s net investment in foreign operations, regardless of the currency of the
monetary items.

c Asset revaluation reserve

The asset revaluation reserve relates to the revaluation of the Group’s land and buildings on 24 August 2005.

d Section 108 tax credit

Subject to agreement by the Inland Revenue Board, the Company has Section 108 tax credit and tax
exempt income to frank approximately RM316,145,000 of its distributable reserves at 31 December 2009
if paid out as taxable dividends.

The Finance Act, 2007 introduced a single tier company income tax system with effect from 1 January
2008. As such, the remaining Section 108 tax credit as at 31 December 2009 will be available to the
Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31
December 2013, whichever is earlier.

158 KFC holdings (malaysia) bhd


annual report 2009
13 Loans and borrowings

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Current
Term loans - secured 20,586 26,660 20,000 20,000
- unsecured 7,275 48,451 – –
Bankers’ acceptance - unsecured 4,188 – – –

32,049 75,111 20,000 20,000

Non-current
Term loans - secured 21,199 41,786 20,000 40,000
- unsecured 63,188 24,158 – –

84,387 65,944 20,000 40,000

116,436 141,055 40,000 60,000

13.1 Terms and debt repayment schedule

Year of Carrying Under 1 1-2 2 - 5 Over 5


maturity amount year years years years
Group RM’000 RM’000 RM’000 RM’000 RM’000

2009
Term loans
- secured 2011 40,370 20,217 20,153 – –
- secured 2013 1,415 369 369 677 –
- unsecured 2013 25,463 7,275 7,275 10,913 –
- unsecured 2014 45,000 – – – 45,000
Bankers’ acceptance
- unsecured 2010 4,188 4,188 – – –

116,436 32,049 27,797 11,590 45,000

KFC holdings (malaysia) bhd


annual report 2009 159
Notes to
the financial
statements

13 Loans and borrowings (contd.)

13.1 Terms and debt repayment schedule (contd.)

Year of Carrying Under 1 1-2 2 - 5 Over 5


maturity amount year years years years
Group RM’000 RM’000 RM’000 RM’000 RM’000

2008
Term loans
- secured 2009 6,074 6,074 – – –
- secured 2011 60,587 20,217 20,217 20,153 –
- secured 2013 1,785 369 369 739 308
- unsecured 2009 45,000 45,000 – – –
- unsecured 2013 27,609 3,451 6,902 13,805 3,451

141,055 75,111 27,488 34,697 3,759

Company

2009
Term loans
- secured 2011 40,000 20,000 20,000 – –

2008
Term loans
- secured 2011 60,000 20,000 20,000 20,000 –

13.2 Security

The term loans granted to the Group and the Company are secured by the following:

a First and third party charges over certain land and buildings (Notes 3 and 5);
b Corporate guarantee of the Company and a related company; and
c Debenture of a subsidiary’s assets.

160 KFC holdings (malaysia) bhd


annual report 2009
14 Deferred tax liabilities

Recognised deferred tax liabilities

Deferred tax liabilities are attributable to the following:

Assets Liabilities Net


2009 2008 2009 2008 2009 2008
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Deferred tax liabilities


Property, plant and equipment – – 30,200 27,234 30,200 27,234
Revaluation of land and buildings – – 6,147 7,910 6,147 7,910
Employee benefit plans (890) (984) – – (890) (984)
Allowance for doubtful debts (210) – – – (210) –
Tax losses carry-forward (2,307) (2,558) – – (2,307) (2,558)

Tax (assets)/liabilities (3,407) (3,542) 36,347 35,144 32,940 31,602

Company

Property, plant and equipment – – 394 39 394 39


Revaluation of land and buildngs – – 63 68 63 68

Tax liabilities – – 457 107 457 107

In recognising the deferred tax assets attributable to unutilised tax losses carry-forward and unutilised capital allowances
carry-forward (included in deductible temporary differences of property, plant and equipment), the Directors made an
assumption that there will not be any substantial change (more than 50%) in the shareholders before these assets are
utilised. If there is substantial change in the shareholders, unutilised tax losses carry-forward and unutilised capital
allowances carry-forward amounting to approximately RM1,136,000 (2008: RM4,110,000) and RM8,093,000 (2008:
RM6,122,000) respectively will not be available to the Group, resulting in an increase in net deferred tax liabilities of
RM2,307,000 (2008: RM2,558,000).

KFC holdings (malaysia) bhd


annual report 2009 161
Notes to
the financial
statements

14 Deferred tax liabilities (contd.)

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

Group
2009 2008
RM’000 RM’000

Tax losses carry-forward 16,007 13,185
Unutilised capital allowances carry-forward 14,213 31,578
Unutilised reinvestment allowances 12,685 17,987
Property, plant and equipment 1,535 –
Provisions 1,625 –

46,065 62,750

At 25% 11,516 15,687

The deductible temporary differences do not expire under current tax legislation unless there is a substantial change
in shareholders (more than 50%). If there is substantial change in shareholders, unutilised tax losses and unutilised
capital allowances carry-forward amounting to RM16,007,000 (2008: RM13,185,000) and RM14,213,000 (2008:
RM31,578,000), respectively will not be available to the Group. Deferred tax assets have not been recognised in respect
of these items because it is not probable that future taxable profit will be available against which the companies within
the Group can utilise the benefits there from.

Movement in temporary differences during the year

Recognised Recognised
in income Recognised in income Recognised
At statement in equity At statement in equity At
1.1.2008 (Note 21) (Note 21) 31.12.2008 (Note 21) (Note 21) 31.12.2009
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Property, plant and


equipment 20,039 7,195 – 27,234 2,966 – 30,200
Revaluation of land
and buildings 8,693 (467) (316) 7,910 (796) (967) 6,147
Employee benefit plans (977) (7) – (984) 94 – (890)
Allowance for doubtful debts (161) 161 – – (210) – (210)
Tax losses carry-forward (2,558) – – (2,558) 251 – (2,307)

25,036 6,882 (316) 31,602 2,305 (967) 32,940

162 KFC holdings (malaysia) bhd


annual report 2009
14 Deferred tax liabilities (contd.)

Movement in temporary differences during the year (contd.)

Recognised Recognised
in income Recognised in income Recognised
At statement in equity At statement in equity At
1.1.2008 (Note 21) (Note 21) 31.12.2008 (Note 21) (Note 21) 31.12.2009
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Property, plant
and equipment 373 (334) – 39 355 – 394
Revaluation of land
and buildings 71 – (3) 68 – (5) 63

444 (334) (3) 107 355 (5) 457

15 Employee benefits

Retirement benefits

Group
2009 2008
RM’000 RM’000

Present value of unfunded obligations
- current 401 623
- non-current 3,099 3,313

3,500 3,936

Certain subsidiaries operate an unfunded, defined Retirement Benefit Scheme (“the Scheme”) for its eligible employees.
Under the Scheme, eligible employees are entitled to retirement benefits calculated by reference to their length of
service and earnings. Provision for retirement benefits is calculated based on the predetermined rate of basic salaries
and length of service.

KFC holdings (malaysia) bhd


annual report 2009 163
Notes to
the financial
statements

15 Employee benefits (contd.)

Movement in the present value of the defined benefit obligations

Group
2009 2008
RM’000 RM’000

Defined benefit obligations at 1 January 3,936 3,758


Current service costs and interest (see below) 208 178
Benefits paid by the plan (644) –

Defined benefit obligations at 31 December 3,500 3,936

Expense recognised in the income statements

Current service costs 147 77


Over provision in prior year (138) –
Interest on obligation 199 101

208 178

The expense is recognised in administrative expenses.

Actuarial assumptions

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

Group
2009 2008

Discount rate at 31 December 5.6% 6.0%


Future salary increases 4.0% 4.0%

164 KFC holdings (malaysia) bhd


annual report 2009
16 Payables and accruals

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Trade
Trade payables 145,274 125,641 – –

Non-trade
Other payables 64,997 51,431 858 772
Accrued expenses 94,656 84,383 7,353 5,602
Duties and other taxes payables 16,260 13,969 – –

175,913 149,783 8,211 6,374

321,187 275,424 8,211 6,374

17 Revenue

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Sales of goods 2,297,431 2,179,788 – –


Gross dividends from subsidiaries – – 77,365 97,220

2,297,431 2,179,788 77,365 97,220

18 Finance costs

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Interest payable
- loans, bankers’ acceptances and others 5,174 7,091 1,805 2,887
- related company 265 468 – –

5,439 7,559 1,805 2,887

KFC holdings (malaysia) bhd


annual report 2009 165
Notes to
the financial
statements

19 Profit before tax

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Profit before tax is arrived at after charging:


Allowance for doubtful debts 264 755 – –
Amortisation of franchise fees 6,501 4,417 – –
Amortisation of prepaid land lease payments 825 822 – –
Auditors’ remuneration:
- Statutory audit
- KPMG Malaysia 303 – 35 –
- KPMG Affiliates 196 – – –
- Other auditors
- Current year – 478 – 35
- Underprovision in prior year 1 15 – –
- Other services
- KPMG Malaysia 6 – 6 –
- Other auditors – 209 – 19
Depreciation of property, plant and equipment 76,003 61,731 1,129 791
Impairment loss on:
- unquoted investment – 4,500 – –
- investments in subsidiaries – – – 2,310
- property, plant and equipment 2,543 – – –
Loss on disposal of property, plant and equipment 2,268 – – –
Rental of land and buildings
- related company – 24 – –
- others 131,644 120,926 3,085 3,215
Staff costs (including key management personnel)
- Contributions to Employees’ Provident Fund 30,069 27,794 1,624 1,391
- Other employee benefits 111,916 113,808 4,935 3,862
- Retirement benefits 208 178 – –
- Fees 414 366 333 287
- Salaries and wages 225,295 211,736 10,349 9,358

and after crediting:


Franchise fees income 284 256 – –
Gain on disposal of property, plant and equipment – 472 149 148
Gain on disposal of prepaid land lease payments 131 – – –
Gain on disposal of other investment 247 203 – –
Interest receivable
- deposits with licensed banks 406 1,795 40 316
- subsidiaries – – 3,670 1,727
- others 5 – – –
Rental income
- subsidiary – – – 15
- related company 811 796 – –
- others 1,581 2,335 1,026 1,988

166 KFC holdings (malaysia) bhd


annual report 2009
20 Key management personnel compensation

The key management personnel compensation are as follows:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Directors:
Fees 414 366 333 287
Remuneration 1,203 878 1,198 873
Benefits-in-kind 295 185 295 185

Total Directors’ remuneration 1,912 1,429 1,826 1,345


Other key management personnel:
Short-term employee benefits 2,825 2,147 2,049 1,497

Total short-term employee benefits 4,737 3,576 3,875 2,842

Other key management personnel comprises persons other than the Directors of the Group, having authority and
responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.

21 Tax expense

Recognised in the income statements

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Major components of tax expense include:


Current tax expense
Malaysian - current year 51,919 46,933 4,700 10,479
- prior year (495) (9,138) (386) (622)
Overseas - current year 3,445 2,568 – –
- prior year 44 (138) – –

Total current tax 54,913 40,225 4,314 9,857

Deferred tax expense


Origination of temporary differences 8,705 7,429 164 92
Effect of changes in tax rate – (633) – 2
(Over)/Underprovided in prior years (6,400) 86 191 (429)

Total deferred tax 2,305 6,882 355 (335)

Total tax expense 57,218 47,107 4,669 9,522

KFC holdings (malaysia) bhd


annual report 2009 167
Notes to
the financial
statements

21 Tax expense (contd.)

Recognised in the income statements (contd.)

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Profit before tax 190,015 167,457 77,885 93,476

Tax at Malaysian tax rate of 25% (2008: 26%) 47,504 43,539 19,471 24,304
Effect of tax rates in foreign jurisdictions** (1,639) (1,042) – –
Effect of changes in tax rates*** – (633) – 2
Deferred tax recognised at different tax rate*** – (170) – (3)
Effect of lower tax rate for certain subsidiaries* – (89) – –
Tax exempt income (119) (160) (15,536) (15,730)
Non-deductible expenses 14,853 16,249 929 2,000
Utilisation of previously unrecognised tax losses,
unabsorbed capital allowances and unutilised
reinvestment allowances (701) (2,571) – –
Recognition of previously unrecognised
tax losses and capital allowances – (121) – –
Change in unrecognised temporary differences 4,171 1,295 – –

64,069 56,297 4,864 10,573


Overprovided in prior years (6,851) (9,190) (195) (1,051)

57,218 47,107 4,669 9,522


`
* The subsidiaries of the Group ceased to be small and medium enterprise as defined in the Income Tax Act 1967 for
the current assessment year and is therefore subject to corporate tax at 25% on its chargeable income. In prior year,
the tax rate for certain subsidiaries was 20% on the first RM500,000 and 26% on the remaining chargeable income.
** Tax rates in several foreign jurisdictions decreased in 2009.
*** The corporate tax rates are 26% for year of assessment 2008 and 25% for the subsequent years of assessment.
Consequently deferred tax assets and liabilities are measured using these tax rates.

Tax recognised directly in equity

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Revaluation of property, plant and equipment 967 316 5 3

168 KFC holdings (malaysia) bhd


annual report 2009
22 Earnings per ordinary share

Basic earnings per ordinary share

The calculation of basic earnings per ordinary share at 31 December 2009 was based on the profit attributable to
ordinary shareholders and the weighted average number of ordinary shares outstanding calculated as follows:

Group
2009 2008

Profit for the year attributable to shareholders (RM’000) 130,403 118,535

Weighted average number of ordinary shares in issue (’000) 198,275 198,275

Basic earnings per share (sen) 65.8 59.8

23 Dividends

Dividends recognised in the current year by the Company are:

Sen Total
per share amount Date of
(net of tax) RM’000 payment

2009
Interim 2009 ordinary 6.0 11,896 30 September 2009
Final 2008 ordinary 10.5 20,819 28 May 2009

Total amount 32,715

2008
Interim 2008 ordinary 5.9 11,738 8 October 2008
Final 2007 ordinary 8.9 17,607 28 May 2008

Total amount 29,345

After the balance sheet date, the Directors proposed a final dividend of 16.0 sen per ordinary share less tax at 25%
totalling RM23,793,000 (12.0 sen net per ordinary share). This dividend will be recognised in subsequent financial
reports upon approval by the shareholders.

KFC holdings (malaysia) bhd


annual report 2009 169
Notes to
the financial
statements

24 Segment reporting

Segment information is presented in respect of the Group’s business and geographical segments. The primary format,
business segments, is based on the Group’s management and internal reporting structure.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.

Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment and
intangible assets other than goodwill.

Inter-segment pricing is determined on negotiated terms.

Business segments

The Group comprises the following main business segments:


• Restaurants
• Integrated Poultry
• Ancillary

Geographical segments

The Group’s geographical segments can be categorised under Malaysia and foreign. Foreign comprises Singapore,
Brunei Darussalam and India.

In presenting information on the basis of geographical segments, segment revenue is based on the geographical
location of customers. Segment assets are based on the geographical location of the assets.

170 KFC holdings (malaysia) bhd


annual report 2009
24 Segment reporting (contd.)
Integrated
Restaurants Poultry# Ancillary Eliminations Consolidated
2009 2008 2009 2008 2009 2008 2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Business
segments

Total external
revenue 1,723,677 1,628,876 484,132 445,018 89,622 105,894 – – 2,297,431 2,179,788
Inter-segment
revenue – – 265,764 269,377 252,984 229,750 (518,748) (499,127) – –

Total segment
revenue 1,723,677 1,628,876 749,896 714,395 342,606 335,644 (518,748) (499,127) 2,297,431 2,179,788

Segment results 191,191 165,214 4,243 8,793 20 1,009 195,454 175,016

Unallocated
expenses – –

Results from
operating
activities 195,454 175,016

Finance costs (5,439) (7,559)


Tax expense (57,218) (47,107)

Profit for the year 132,797 120,350

Segment assets 625,184 528,482 417,746 364,985 247,540 260,940 – – 1,290,470 1,154,407

Total assets 1,290,470 1,154,407

Segment
liabilities 187,060 170,343 142,636 121,085 123,586 128,987 – – 453,282 420,415
Unallocated
liabilities 32,940 31,602

Total liabilities 486,222 452,017

Capital
expenditure and
franchise fees 115,097 100,571 54,377 53,424 8,190 2,610 – – 177,664 156,605

Depreciation 50,052 40,196 19,467 15,404 6,484 6,131 – – 76,003 61,731

Amortisation 6,861 4,751 227 227 238 261 – – 7,326 5,239

Impairment loss – – 2,543 – – – – – 2,543 –

# Integrated Poultry includes retail operations.

KFC holdings (malaysia) bhd


annual report 2009 171
Notes to
the financial
statements

24 Segment reporting (contd.)

Malaysia Foreign Consolidated


2009 2008 2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Geographical segments

Revenue from external customers 1,938,624 1,834,707 358,807 345,081 2,297,431 2,179,788

Segment assets 1,159,554 1,038,779 130,916 115,628 1,290,470 1,154,407

Capital expenditure
and franchise fees 156,201 133,417 21,463 23,188 177,664 156,605

25 Financial instruments

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the
development of the Group’s businesses whilst managing its interest rate risks (both fair value and cash flow), foreign
currency risk, liquidity risk and credit risk. The Board reviews and agrees policies for managing each of these risks and
they are summarised below. It is, and has been throughout the year under review, the Group’s policy that no trading
in derivative financial instruments shall be undertaken.

Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will
fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets,
the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The
Group’s interest-bearing financial assets are mainly short term in nature and have been mostly placed in fixed deposits
or occasionally, in short term commercial papers.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose
the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest
rate risk.

The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings. In the
previous year, the Group had interest rate swaps with a notional contract amount of RM6,074,000.

The interest rate relating to the interest rate swaps as at 31 December 2008 had been fixed at 5.34% per annum until
its maturity in May 2009.

There is no interest rate swap facility outstanding as at 31 December 2009.

172 KFC holdings (malaysia) bhd


annual report 2009
25 Financial instruments (contd.)

Foreign currency risk

The foreign currency risk of the Group arises from subsidiaries operating in foreign countries, which generate revenue
and incur costs denominated in foreign currencies. The currency exposure is primarily Singapore Dollars.

The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the
respective functional currencies of Group entities. The currencies giving rise to this risk are primarily US Dollars.

In the previous year, the Group was also exposed to foreign currency risk arose from borrowings denominated in
foreign currencies. The Group had currency swaps that were primarily used to hedge the foreign currency exposures
on the borrowings. The currency exposures were primarily US Dollars and Singapore Dollars.

Liquidity risk

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure
that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the
Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In
addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debt position. As
far as possible, the Group raises committed funding from both capital markets and financial institutions and prudently
balances its portfolio with some short term funding so as to achieve overall cost effectiveness.

Credit risk

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and
creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to
credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Group’s
exposure to bad debts is not significant. For transactions that are not denominated in the functional currency of the
relevant operating unit, the Group does not offer credit terms without the specific approval of the Head of Credit
Control.

The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, marketable securities
and non-current investments, arises from default of the counterparty, with a maximum exposure equal to the carrying
amount of these financial assets.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any
major concentration of credit risk related to any financial instruments.

As the Group’s transactions are substantially on cash basis, its credit risk is minimal.

KFC holdings (malaysia) bhd


annual report 2009 173
Notes to
the financial
statements

25 Financial instruments (contd.)

Effective interest rates and repricing analysis

In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their
average effective interest rates at the balance sheet date and the periods in which they mature, or if earlier, reprice.

Less
Average effective than
interest rate Total 1 year
Group % RM’000 RM’000

2009

Fixed rate instruments


Deposits with licensed banks 1.52 83,083 83,083
Bankers’ acceptance - unsecured 2.69 (4,188) (4,188)

78,895 78,895

Floating rate instruments


Term loans - secured 3.37 (41,786) (41,786)
- unsecured 2.74 (70,462) (70,462)

(112,248) (112,248)

2008

Fixed rate instruments


Deposits with licensed banks 2.84 41,643 41,643

Floating rate instruments


Term loans - secured 4.88 (68,446) (68,446)
- unsecured 5.55 (72,609) (72,609)

(141,055) (141,055)

Company
2009

Floating rate instruments


Term loans - secured 3.35 (40,000) (40,000)

2008

Fixed rate instruments


Deposits with licensed banks 3.10 3,667 3,667

Floating rate instruments


Term loans - secured 4.87 (60,000) (60,000)

174 KFC holdings (malaysia) bhd


annual report 2009
25 Financial instruments (contd.)

Fair values

The carrying amounts of cash and cash equivalents, receivables, other payables and short term borrowings approximate
their fair values due to the relatively short term nature of these financial instruments.

The Company provides financial guarantees to banks for credit facilities extended to certain subsidiaries. The fair
value of such financial guarantees is not expected to be material as the probability of the subsidiaries defaulting on
the credit lines is remote.

It was not practical to estimate the fair value of the Company’s investments in unquoted shares due to the lack of
comparable quoted market prices and the inability to estimate fair value without incurring excessive costs.

The fair value of other financial liabilities, together with the carrying amounts shown in the balance sheets, are
as follows:

Group Company
Carrying Fair Carrying Fair
amount value amount value
RM’000 RM’000 RM’000 RM’000

2009

Financial liabilities
Term loans 112,248 112,248 40,000 40,000

2008

Financial liabilities
Term loans 141,055 136,471 60,000 57,989

KFC holdings (malaysia) bhd


annual report 2009 175
Notes to
the financial
statements

26 Operating leases

Leases as lessee

Non-cancellable operating leases rentals are payable as follows:

Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000

Less than one year 84,853 77,001 3,120 3,210


Between one and five years 113,757 101,680 12,478 12,838
More than five years - 5,942 - 3,210

198,610 184,623 15,598 19,258

The Group has entered into non-cancellable operating lease agreements for the use of land and buildings. These
leases have an average term of 15 years with no renewal or purchase option included in the contracts. Certain
contracts include escalation clauses or contingent rental arrangements computed based on sales achieved while
others include fixed rentals for an average of 3 years. There are no restrictions placed upon the Group by entering into
these leases.

27 Capital commitments

Group
2009 2008
RM’000 RM’000

Property, plant and equipment


Authorised but not contracted for 214,130 166,929
Contracted but not provided for 29,492 44,709

243,622 211,638

28. Contingent liabilities

Company
2009 2008
RM’000 RM’000

Unsecured
Corporate guarantees in favour of various financial institutions in respect of
credit facilities extended to and performance by certain subsidiaries 96,367 48,409

176 KFC holdings (malaysia) bhd


annual report 2009
29 Related parties

For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the
Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over
the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party
are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group either directly or indirectly. The key management personnel includes all the
Directors of the Group, and certain members of senior management of the Group.

The significant related party transactions of the Group and the Company, other than key management personnel
compensation, are as follows:

Transaction value
for year ended
31 December
2009 2008
Group RM’000 RM’000

Ultimate holding corporation


Sale of goods 1 11
Rendering of services 318 190

Intermediate holding company


Sale of goods 1 –

Related companies
Sale of goods 81,976 84,384
Purchase of goods 7,505 6,539
Purchase of apparels 7 533
Purchase of balloons 6 54
Purchase of printing, publication materials 80 19
Purchase of souvenir and gifts 12 5
Purchase of cleaning equipment 23 -
Rendering of services 5,720 4,956
Interest payable 265 468
Allocation of expenses 9,207 8,495
Forwarding services payable 58 98
Khairat fees payable 12 8
Rental income 1,092 1,005
Rental payable 342 104
Commission income 443 -
Purchase of property, plant and equipment 40 845
Sale of property, plant and equipment 124 2,000

Related parties
Sales of goods – 2
Rendering of services 313 97
Agent fees – 171

KFC holdings (malaysia) bhd


annual report 2009 177
Notes to
the financial
statements

29 Related parties (contd.)

Transaction value
for year ended
31 December
2009 2008
Company RM’000 RM’000

Ultimate holding corporation


Rendering of services 233 183

Subsidiaries
Gross dividends 77,365 97,220
Allocation of expenses 27,060 23,035
Interest receivable 3,669 1,727
Rental income – 15

Related companies
Allocation of expenses 3,580 2,716
Purchase of apparels 6 4
Rendering of services 3,044 2,076
Rental income 210 210

Related parties
Rendering of services 26 25
Agent fees – 126

There are no material outstanding balances as at balance sheet date other than that disclosed in Note 10.

There are no allowances for doubtful debts being provided in respect of these balances outstanding at year end and
no allowances for doubtful debts made during the year.

178 KFC holdings (malaysia) bhd


annual report 2009
30 Significant events

i On 5 January 2009, QSR Brands Bhd (“QSR”) announced that QSR had from the period of 30 June 2008 to
2 January 2009 acquired from the open market an aggregate of 3,204,100 ordinary shares of RM1.00 each
in the Company (“KFCH shares”) representing 1.62% of the issued and paid-up capital of the Company (“the
Acquisition”).

As a result of the Acquisition, QSR is the direct beneficial owner of 42,551,800 KFCH shares and an indirect
beneficial owner of 57,080,000 KFCH shares, which are held through QSR Ventures Sdn Bhd (a wholly-owned
subsidiary of QSR). Hence, QSR’s cumulative direct and indirect interest in the Company is 99,631,800 representing
50.25% of the equity interest in KFCH, thereby effectively making the Company a subsidiary of QSR.

ii On 27 February 2009, the Company announced that it had through Roaster’s Chicken Sdn Bhd and Ayamas Food
Corporation Sdn Bhd entered into several Sale and Purchase of Shares Agreement Incorporating Shareholders’
Agreement and Subscription Agreement incorporating Shareholders’ Agreement (collectively known as “the
Agreements”), respectively, with the following parties:

a Musa bin Putit and Rasamas Taman Universiti Sdn Bhd


b Azian binti Abdul Rashid and Rasamas Batu Caves Sdn Bhd
c Mohd Noor Syawal bin Sanudin and Rasamas Tebrau Sdn Bhd
d Ahmad bin Ali and Rasamas Larkin Sdn Bhd
e Nor Suraya Hani binti Maskan and Rasamas Bangi Sdn Bhd
f Mohd Qamari bin Aluan and Semangat Juara Sdn Bhd
g Mohd Iswazi bin Mod Isa and Ayamas Farms & Hatchery Sdn Bhd
h Moharizian bte Mohammed and Ayamas Feedmill Sdn Bhd

The Agreements enable the parties to purchase and/or subscribe ordinary shares representing up to 10% and
25% equity interest respectively in the respective companies arising from the implementation of the Rasamas
Intrapreneur Scheme and Ayamas Intrapreneur Contract Farming Scheme.

iii On 4 March 2009, the Company announced that Roaster’s Chicken Sdn Bhd, a wholly-owned subsidiary of the
Company acquired the entire issued and paid-up share capital of the following companies comprising two (2)
ordinary shares of RM1.00 each for a total cash consideration of RM2.00 for each company:

a Rasamas Mergong Sdn Bhd (formerly known as Smart Revenue Sdn Bhd) ;
b Rasamas Endah Parade Sdn Bhd (formerly known as Bima Permata Sdn Bhd) ;
c Rasamas Nilai Sdn Bhd (formerly known as Midland Brand Sdn Bhd) ;
d Rasamas Kota Bharu Sdn Bhd (formerly known as Dominion Brand Sdn Bhd) ;
e Rasamas Butterworth Sdn Bhd (formerly known as Heritage Revenue Sdn Bhd) ;
f Rasamas BC Sdn Bhd (formerly known as Natural Equity Sdn Bhd) ;
g Rasamas Bukit Tinggi Sdn Bhd (formerly known as Premier Option Sdn Bhd) ;
h Rasamas Subang Sdn Bhd (formerly known as Supreme Delight Sdn Bhd) ; and
i Rasamas Wangsa Maju Sdn Bhd (formerly known as Sensasi Laman Sdn Bhd).

The companies are currently used for the purpose of the Company’s Rasamas Intrapreneur Scheme.

KFC holdings (malaysia) bhd


annual report 2009 179
Notes to
the financial
statements

30 Significant events (contd.)

iv On 30 April 2009, the Company announced that it had accepted an offer from Yum! Restaurants (India) Pvt Ltd as
part of the initial agreement, to operate KFC Franchise Business in Mumbai and Pune in India.

v On 13 May 2009, the Company announced the acquisition of the entire issued and paid-up share capital of KFC
India Holdings Sdn Bhd (formerly known as Orient Palm Sdn Bhd) comprising two (2) ordinary shares of RM1.00
each for a total cash consideration of RM2.00.

KFC India Holdings Sdn Bhd (formerly known as Orient Palm Sdn Bhd) is intended to be used for the purpose of
the Company’s venture into KFC India.

vi On 7 August 2009, the Company announced the establishment of a wholly-owned subsidiary in Mauritius, i.e.,
Mauritius Food Corporation Pvt Ltd (“Mauritius”) via its wholly-owned subsidiary, KFC India Holdings Sdn Bhd
(formerly known as Orient Palm Sdn Bhd). The paid-up share capital of Mauritius is USD2.00 comprising 2 ordinary
shares.

Mauritius will be the investment holding company for the operating companies to be established in Mumbai and
Pune, India.

vii On 20 August 2009, the Company announced that it had through Roaster’s Chicken Sdn Bhd entered into several
Subscription Agreement incorporating Shareholders’ Agreement with the following parties:

a Mohd Khir bin Yadin and Rasamas Butterworth Sdn Bhd (formerly known as Heritage Revenue Sdn Bhd)
b Lim Mooi Huang and Rasamas Subang Sdn Bhd (formerly known as Supreme Delight Sdn Bhd)
c Noor Azlinda binti Ibrahim and Rasamas Wangsa Maju Sdn Bhd (formerly known as Sensasi Laman Sdn Bhd)

The agreements enable the parties to subscribe ordinary shares representing up to 10% equity interest in the
respective companies arising from the implementation of the Rasamas Intrapreneur Scheme.

viii On 20 August 2009, the Company announced that it had through Roaster’s Chicken Sdn Bhd terminated the
agreements with the following parties due to the resignation of the Rasamas Intrapreneur Parties (see definition
below):

a Azian binti Abdul Rashid and Rasamas Batu Caves Sdn Bhd
b Nor Suraya Hani binti Maskan and Rasamas Bangi Sdn Bhd

(Azian binti Abdul Rashid and Nor Suraya Hani binti Maskan are hereinafter referred to as the “Rasamas Intrapreneur
Parties”).

In view of the above, Rasamas Batu Caves Sdn Bhd and Rasamas Bangi Sdn Bhd will revert to become wholly-
owned subsidiaries of Roaster’s Chicken Sdn Bhd.

ix On 30 September 2009, the Company announced that it had vide its nominees and wholly-owned subsidiary,
Mauritius Food Corporation Pvt Ltd, established Mumbai Chicken Pvt Ltd and Pune Chicken Restaurants Pvt Ltd.

x On 9 December 2009, the Company announced the acquisition of the entire issued and paid-up share capital of
Cilik Bistari Sdn Bhd (formerly known as Roda Kapital Sdn Bhd) comprising two (2) ordinary shares of RM1.00 each
for a total cash consideration of RM2.00. Simultaneously, KFC Marketing Sdn Bhd, a wholly-owned subsidiary of
Ayamas Food Corporation Sdn Bhd had acquired the entire issued and paid-up share capital of Usahawan Bistari
Ayamas Sdn Bhd (formerly known as Universal Bonus Sdn Bhd) comprising two (2) ordinary shares of RM1.00
each for a total cash consideration of RM2.00.

The companies are intended to be used for future expansion.

180 KFC holdings (malaysia) bhd


annual report 2009
30 Significant events (contd.)

xi On 15 December 2009, the Company announced that Roaster’s Chicken Sdn Bhd, a wholly-owned subsidiary of
the Company had acquired the entire issued and paid-up share capital of the following companies comprising two
(2) ordinary shares of RM1.00 each for a total cash consideration of RM2.00 for each company:

a Rasamas Terminal Larkin Sdn Bhd (formerly known as Bold Ocean Sdn Bhd)
b Rasamas Melaka Sdn Bhd (formerly known as Prisma Circle Sdn Bhd)

The companies are intended to be used for the purpose of the Company’s Rasamas Intrapreneur Scheme.

31 Subsequent events

i On 27 January 2010, the Company announced that it had through Roaster’s Chicken Sdn Bhd entered into several
Subscription Agreement incorporating Shareholders’ Agreement with the following parties:

a Masnawi bin Mohamed Soa’aid and Rasamas Bukit Tinggi Sdn Bhd (formerly known as Premier Option
Sdn Bhd)
b Mohd Faizal bin Awang Soh and Rasamas Kota Bharu Sdn Bhd (formerly known as Dominion Brand
Sdn Bhd)

The agreements enable the parties to subscribe ordinary shares representing up to 10% equity interest in the
respective companies arising from the implementation of the Rasamas Intrapreneur Scheme.

ii On 27 January 2010, the Company announced that it had re-organised its group structure involving the transfer
of the Rasamas Intrapreneur Companies, arising from the implementation of the Group’s Rasamas Intrapreneur
Scheme, to the following:

a Rasamas Wangsa Maju Sdn Bhd (formerly known as Sensasi Laman Sdn Bhd) acquired Rasamas BC Sdn
Bhd (formerly known as Natural Equity Sdn Bhd). Rasamas BC Sdn Bhd (formerly known as Natural Equity
Sdn Bhd) is intended to house the operations of the Rasamas Batu Caves outlet; and
b Rasamas Tebrau Sdn Bhd acquired Rasamas Terminal Larkin Sdn Bhd (formerly known as Bold Ocean
Sdn Bhd). Rasamas Terminal Larkin Sdn Bhd (formerly known as Bold Ocean Sdn Bhd) is intended to house
the operations of the Rasamas Terminal Larkin outlet.

iii On 18 September 2009, the Company announced that it had entered into a Share Sale Agreement for the
acquisition of the entire equity interest in Paramount Management Sdn Bhd and Paramount Holdings (M) Sdn
Bhd, comprising 500,000 ordinary shares each and the entire equity interest in Gratings Solar Sdn Bhd comprising
200,000 ordinary shares, at a total cash consideration of RM6.5 million.

The acquisition was completed on 29 January 2010.

KFC holdings (malaysia) bhd


annual report 2009 181
Statement
by Directors
pursuant to Section 169(15) of the Companies Act, 1965

In the opinion of the Directors, the financial statements set out on pages 118 to 181 are drawn up in accordance with
Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial
position of the Group and of the Company at 31 December 2009 and of their financial performance and cash flows for the
financial year then ended.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:

Tan Sri Dato’ Muhammad Ali bin Hashim Jamaludin bin Md Ali
Chairman Managing Director/Chief Executive Officer

Kuala Lumpur
Date: 15 March 2010

Statutory
declaration
pursuant to Section 169(16) of the Companies Act, 1965

I, Mohammad bin Alwi, the officer primarily responsible for the financial management of KFC Holdings (Malaysia) Bhd, do
solemnly and sincerely declare that the financial statements set out on pages 118 to 181 are, to the best of my knowledge
and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the
provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared


by the above named in Kuala Lumpur
on 15 March 2010. Mohammad bin Alwi

Before me:
Ahmad bin Laya (W259)
Commissioner for Oaths

182 KFC holdings (malaysia) bhd


annual report 2009
Independent
auditors’ report
to the members of KFC Holdings (Malaysia) Bhd

REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of KFC Holdings (Malaysia) Bhd, which comprise the balance sheets as at
31 December 2009 of the Group and of the Company, and the income statements, statements of changes in equity and
cash flow statements of the Group and of the Company for the year then ended, and a summary of significant accounting
policies and other explanatory notes, as set out on pages 118 to 181.

The financial statements of the Group and of the Company for the year ended 31 December 2008 were audited by another
firm of chartered accountants whose report dated 13 March 2009 expressed an unmodified opinion.

Directors’ Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in
accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the Company’s preparation and fair presentation of the financial statements 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
Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the
financial statements.

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

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards
and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the
Company as of 31 December 2009 and of their financial performance and cash flows for the year then ended.

KFC holdings (malaysia) bhd


annual report 2009 183
Independent
auditors’ report
to the members of KFC Holdings (Malaysia) Bhd

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

a In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of
the Act.

b We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as
auditors, which are indicated in Note 7 to the financial statements.

c We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial
statements are in form and content appropriate and proper for the purposes of the preparation of the financial
statements of the Group and we have received satisfactory information and explanations required by us for those
purposes.

d The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made
under Section 174(3) of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.

KPMG Mohamed Raslan Abdul Rahman


Firm Number: AF 0758 Approval Number: 1825/05/11(J/PH)
Chartered Accountants Chartered Accountant

Petaling Jaya
Date: 15 March 2010

184 KFC holdings (malaysia) bhd


annual report 2009
LIST OF
PROPERTIES
HELD
AS AT 31 DECEMBER 2009

Date of Age of Net Book


Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

AGRICULTURAL PROPERTIES

SELANGOR

Geran 24766 Lot 1462 24/08/2005 20 Freehold – 62.937 Land used for 7,228
Mukim Beranang acres breeder farm
Daerah Hulu Langat

HS (D) 20746 11/06/2008 11 Leasehold 25/01/2105 31.62 Land used for 5,022
PT153 acres breeder farm
Bandar Baru Salak Tinggi
District of Sepang

NEGERI SEMBILAN

Geran 22067 Lot 3468 24/08/2005 19 Freehold – 55 Land used for 4,729
Mukim Linggi acres breeder farm
Daerah Port Dickson

Geran 6348 PT 2149 24/08/2005 19 Freehold – 19.775 Land used for 2,303
Mukim Lenggeng acres breeder farm
Daerah Seremban

Lot 559 24/08/2005 13 Freehold – 38 Land used for 4,277


Mukim Gemencheh acres breeder farm
Daerah Tampin

HS (D) 5977-5980 24/08/2005 – Freehold – 83,753.8 Vacant land for 1,230


PT 924-927 square future expansion
Mukim Titian Bintangor metres
Daerah Rembau

MELAKA

Lots 1375-1397 24/08/2005 19 Freehold – 150.9506 Land used for 6,360


1689 and 1706 acres breeder farm
Mukim Ayer Pa’abas
Daerah Alor Gajah

PM 1026 Lot 2294 24/08/2005 14 Leasehold 27/05/2038 5.937 Land used for 66
Mukim Machap acres contract broiler
Daerah Alor Gajah farming

KFC holdings (malaysia) bhd


annual report 2009 185
LIST OF
PROPERTIES
HELD
AS AT 31 DECEMBER 2009

Date of Age of Net Book


Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

JOHOR

Mukim of Mersing 24/08/2005 – Freehold – 854.62 Vacant land and 39,400


District of Johor acres oil palm estate

COMMERCIAL PROPERTIES

PERLIS

9 Persiaran Putra Timur Satu 24/08/2005 15 Leasehold 25/09/2092 1,500 Double-storey 234
02000 Kuala Perlis intermediate
shophouse for
storage and
accommodation

KEDAH

Lot No 269 Pekan Dindong 24/08/2005 15 Freehold – 1,119 3-storey 410


07000 Kuah intermediate
Langkawi shopoffice for
warehouse,
commissary
and staff hostel

45 Arked Pokok Asam 24/08/2005 14 Freehold – 2,357 Double-storey 674


Langkawi Mall corner shophouse
07000 Kuah for restaurant
Langkawi

46 & 47 Lengkok Cempaka 1 24/08/2005 11 Freehold – 3,176 3-storey corner 503


Persiaran Cempaka and intermediate
08000 Amanjaya shopoffices for
restaurant and
hostel

PENANG

34 Jalan Mahsuri 24/08/2005 17 Leasehold 15/05/2090 3,780 Double-storey 2,179


11950 Bandar Bayan Baru shophouse for
restaurant

186
186 QSR brands
KFC holdings
annual
annual
bhd (malaysia) bhd
report
report
2009 2009
Date of Age of Net Book
Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

3A-G-18 Blok 3A 24/08/2005 13 Freehold – 2,972 Ground floor 2,132


Kompleks Bukit Jambul of a shopping
Jalan Rumbia complex for
11900 Pulau Pinang restaurant

Unit No G-103 24/08/2005 13 Freehold – 3,342 Ground floor 1,772


Megamal Pinang of a shopping
2828 Jalan Baru complex for
Bandar Perai Jaya restaurant
13600 Seberang Perai Tengah

Parcel No S-C1-05 24/08/2005 6 Freehold – 1,399 Double-storey 207


Pusat Bandar Nibong Tebal intermediate
14300 Pulau Pinang shophouse for
restaurant

1-5G, 1-6G & 1-9G 24/08/2005 9 Freehold – 4,397 3 adjoining 2,126


Eden Parade ground and
Jalan Sungai Emas mezzanine floors
11100 Batu Ferringhi of a shopping
complex for
restaurant

GF-12A Queensbay Mall 24/08/2005 4 Leasehold 06/12/2095 5,870 Ground floor 3,290
100 Persiaran Bayan Indah of a shopping
11900 Bayan Lepas complex for
Pulau Pinang restaurant

PERAK

79 Jalan Dato’ Lau Pak Khuan 24/08/2005 39 Freehold – 2,490 Double-storey 404
Ipoh Garden intermediate
31400 Ipoh shophouse
for restaurant

65 Jalan Dato’ Onn Jaafar 24/08/2005 23 Freehold – 3,395 6-storey 1,542


30300 Ipoh commercial
building for
restaurant and
staff hostel

KFC holdings (malaysia) bhd


annual report 2009 187
LIST OF
PROPERTIES
HELD
AS AT 31 DECEMBER 2009

Date of Age of Net Book


Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

158 Jalan Idris 24/08/2005 25 Freehold – 2,400 3½-storey 514


31900 Kampar shopoffice
for restaurant

SELANGOR

18A Ground Floor 24/08/2005 21 Freehold – 2,000 Ground floor 501


Jalan SS6/3 of a 5-storey
Kelana Jaya shophouse for
47301 Petaling Jaya retail outlet

60 & 62 Jalan PJS 11/28A 24/08/2005 14 Leasehold 19/04/2086 3,786 4-storey 3,064
Bandar Sunway shopoffice for
46150 Petaling Jaya restaurant, office
and hostel

9 Jalan Taiping 24/08/2005 29 Freehold – 2,402 4½-storey 1,651


41400 Klang corner shophouse
for restaurant
and staff hostel

18 & 20 Jalan Sulaiman 24/08/2005 28 Freehold – 4,000 4-storey 3,656


43000 Kajang shophouse
for restaurant

Lot PT 12209 24/08/2005 – Leasehold 01/11/2092 95,788 Vacant land 4,135


Mukim Damansara for restaurant
Daerah Petaling

2105 Jalan 3/1 24/08/2005 20 Leasehold 13/03/2087 1,400 Double-storey 462


Bandar Baru Sungai Buloh shophouse
47000 Sungai Buloh for restaurant

Lot C1-091 24/08/2005 6 Leasehold 20/10/2084 4,108 Concourse level 2,070


Kompleks Galaxy Ampang of shopping
Jalan Dagang 5 centre for
Taman Dagang restaurant
68000 Ampang

188
188 QSR brands
KFC holdings
annual
annual
bhd (malaysia) bhd
report
report
2009 2009
Date of Age of Net Book
Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

W.P. KUALA LUMPUR

Lot 14083 24/08/2005 4 Leasehold 08/02/2064 43,583 Single-storey 4,790


Jalan Kuchai Lama building
58200 Kuala Lumpur for restaurant

437 Jalan Ipoh 24/08/2005 27 Freehold – 3,542 5-storey corner 3,255


51200 Kuala Lumpur lot commercial
building for
restaurant &
staff training

140 Jalan Raja Laut 24/08/2005 37 Freehold – 1,795 4-storey 2,303


50350 Kuala Lumpur intermediate
shophouse for
restaurant and
staff hostel

Lot PT 16805 24/08/2005 9 Leasehold 28/04/2096 30,558 Double-storey 7,446


Jalan Prima 1 building for
Metro Prima restaurants
Off Jalan Kepong
52100 Kuala Lumpur

Lot PT 6878 24/08/2005 7 Leasehold 19/04/2083 57,608 Single-storey 9,808


Jalan 8/27A Wangsa Maju building for
53300 Kuala Lumpur restaurants

No. 23 & 24 Jalan 54 03/02/2009 27 Leasehold 08/03/2081 3,595 2 adjoining 3,437


Desa Jaya Kepong units of
52100 Kepong 4-storey
shophouse
for restaurant

NEGERI SEMBILAN

26 Jalan Dato’ Sheikh Ahmad 24/08/2005 25 Freehold – 2,000 Double-storey 620


70000 Seremban corner shophouse
for retail outlet
and staff hostel

KFC holdings (malaysia) bhd


annual report 2009 189
LIST OF
PROPERTIES
HELD
AS AT 31 DECEMBER 2009

Date of Age of Net Book


Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

20 & 21 Jalan Dato’ 24/08/2005 29 Freehold – 4,800 2 adjoining units 2,065


Sheikh Ahmad of 4-storey
70000 Seremban shophouse for
restaurant
and hostel

24 & 26 Jalan Bunga Raya 7 24/08/2005 15 Freehold – 3,300 2 units of a 584


Pusat Perniagaan Senawang double-storey
Taman Tasik Jaya shophouse for
70400 Senawang restaurant

1 Jalan Mahajaya 24/08/2005 13 Leasehold 31/01/2085 3,555 3-storey corner 1,172


Kawasan Penambakan Laut shophouse for
Bandar Port Dickson restaurant and
71009 Negeri Sembilan staff hostel

Lot Nos PT 8241 to 24/08/2005 – Freehold – 119,946 Vacant land 5,000


8249 & 8262 (for shoplot and
Mukim Rantau commercial
Daerah Seremban complex)
Negeri Sembilan

PT 12172 20/08/2009 13 Freehold – 1,798 3-storey 428


Jalan BBN 1/1F Putra Point shophouse
Bandar Baru Nilai for restaurant
71800 Nilai

MELAKA

9 Jalan PPM 9 24/08/2005 12 Leasehold 09/06/2095 1,496 4-storey 591


Plaza Pandan Malim intermediate
75250 Melaka shophouse for
restaurant and
staff hostel

555 Plaza Melaka 24/08/2005 23 Freehold – 2,486.46 4 ½ -storey 1,189


Jalan Hang Tuah corner shophouse
75300 Melaka with mezzanine
floor for restaurant

190
190 QSR brands
KFC holdings
annual
annual
bhd (malaysia) bhd
report
report
2009 2009
Date of Age of Net Book
Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

PM 222, Lot No. 4260 15/12/2008 – Leasehold 14/09/2077 42,851 Vacant land 3,128
Mukim Bukit Katil for restaurants
Daerah Melaka Tengah

JOHOR

11 Jalan Sri Perkasa 2/1 24/08/2005 13 Leasehold 13/04/2094 1,540 3-storey 466
Taman Tampoi Utama intermediate
81200 Johor Bahru shophouse for
restaurant and
staff hostel

1 & 1-1 Jalan Niaga 24/12/2009 10 Leasehold 14/05/2085 2,273 Corner unit of 898
Pusat Perniagaan Jalan Mawai double-storey
81900 Kota Tinggi shophouse for
restaurant

HS(D) 367670 PTD 104984 24/12/2009 – Freehold – 1,180 Vacant land 4,035
Mukim Tebrau for restaurants
Daerah Johor Bahru

TERENGGANU

10 Persiaran Melor 24/08/2005 15 Leasehold 27/11/2091 1,650 Double-storey 394


Kijal Beach Resort intermediate
24100 Kijal shophouse for
restaurant

PAHANG

Retail 1 & 2 Ground Floor 15/12/2008 5 Leasehold 29/08/2106 2,878 2 contiguous 1,107
Bangunan Baru UMNO Pekan parcels of ground
26600 Pekan floor retail lots
within a 6-storey
commercial
complex

SABAH

Lot 25 Block 3 24/08/2005 25 Leasehold 15/05/2915 1,900 3-storey corner 1,045


Bornion Centre shophouse for
Jalan Kolam restaurant and
88300 Kota Kinabalu hostel

KFC holdings (malaysia) bhd


annual report 2009 191
LIST OF
PROPERTIES
HELD
AS AT 31 DECEMBER 2009

Date of Age of Net Book


Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

SINGAPORE

18 Yung Ho Road 16/12/2006 34 Leasehold 16/12/2036 14,809.11 Purpose Built 4,550


Singapore 618591 single storey
building for
restaurant

INDUSTRIAL PROPERTIES

PULAU PINANG

2718 Jalan Seladang Alma 24/08/2005 21 Freehold – 127,629 Single-storey 3,254


14000 Bukit Mertajam factory with
double-storey
office block for
processing plant

29 & 31 Lorong IKS 24/08/2005 13 Freehold – 17,929 2 adjoining units 1,000


Juru 3, IKS Juru of a 1½-storey
14100 Simpang Ampat semi-detached
Seberang Perai Selatan factories for
commissary and
warehouse

SELANGOR

Lot 5 Jalan 51A/223 24/08/2005 22 Leasehold 18/11/2067 42,009 Single-storey 3,018


46675 Petaling Jaya detached factory
with 4-storey
office block

Lot 20153
Jalan Pelabuhan Utara 24/08/2005 23 Leasehold 17/12/2086 16.63 Land and 41,615
42000 Pelabuhan Klang acres factory buildings
for primary
processing
and further
processing
plants

192
192 QSR brands
KFC holdings
annual
annual
bhd (malaysia) bhd
report
report
2009 2009
Date of Age of Net Book
Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

17, 19 & 21 24/08/2005 12 Freehold – 202,554 Industrial 27,591


Jalan Pemaju U1/15 complex
Seksyen U1
HICOM-Glenmarie
Industrial Park
40150 Shah Alam

Lot 166 24/08/2005 – Freehold – 205,603 Vacant land for 13,360


Jalan Pemaju U1/15 future expansion
Seksyen U1 of industrial
HICOM-Glenmarie complex
Industrial Park
40150 Shah Alam

1, 3 & 6 Lorong Gerudi 1 24/08/2005 15 Leasehold 15/03/2087 567,723 Single & 55,122
Off Jalan Pelabuhan Utara double-storey
42000 Pelabuhan Klang warehouse
buildings and
4-storey
office building
KEDAH

Mukim of Sungai Petani/ 24/08/2005 – Freehold – 45,899.78 Vacant 13,027


Sungai Pasir square industrial/
District of Kedah metres residential land,
residential and
commercial
properties

JOHOR

PLO 398 04/02/2008 19 Leasehold 18/04/2050 51,800 Land and 1,147


Kilang Siapbina PKENJ factory buildings
Jalan Perak for contract
Kawasan Perindustrian manufacturing
Pasir Gudang and warehouse
81770 Pasir Gudang

SABAH

Lot 43A 24/08/2005 24 Leasehold 22/01/2901 6,360 3-storey corner 2,135


Karamunsing Warehouse warehouse
88000 Kota Kinabalu and office

KFC holdings (malaysia) bhd


annual report 2009 193
LIST OF
PROPERTIES
HELD
AS AT 31 DECEMBER 2009

Date of Age of Net Book


Valuation/ building Area Value
Location Acquisition (years) Tenure Expiry Date (sq ft) Description (RM’000)

Lot 5 Lorong Tembaga Tiga 24/08/2005 9 Leasehold 29/05/2101 22,077 1½-storey 1,179
Kawasan MIEL KKIP Selatan semi-detached
Kota Kinabalu Industrial Park warehouse
Menggatal
88450 Kota Kinabalu

RESIDENTIAL PROPERTIES

W.P. KUALA LUMPUR

90, Pinggir Zaaba 11/01/2007 18 Freehold – 5,400 Double-storey 2,584


Taman Tun Dr Ismail detached
60000 Kuala Lumpur house

NEGERI SEMBILAN

Unit Nos 1D, 1E, 1F, 1G & 2D 24/08/2005 12 Leasehold 20/07/2094 4,188 5 units of 828
Marina Bay Admiral Cove condominium
71000 Port Dickson for staff training
and recreation

PAHANG

Unit No 3556 Block B 24/08/2005 22 Freehold – 1,258 Condominium 256


Awana Golf & Country Resort for staff training
69000 Genting Highlands and recreation

Unit No A7-22 (P) 24/08/2005 15 Freehold – 2,386 Condominium 283


Amber Court Villa for staff training
D’Genting Resort and recreation
69000 Genting Highlands

Unit No B1-22 (P) 24/08/2005 15 Freehold – 2,429 Condominium 291


Amber Court Villa for staff training
D’Genting Resort and recreation
69000 Genting Highlands

Unit No B1-16 Level 16 24/08/2005 15 Freehold – 1,214 Condominium 159


Amber Court Villa for staff training
D’Genting Resort and recreation
69000 Genting Highlands

194
194 QSR brands
KFC holdings
annual
annual
bhd (malaysia) bhd
report
report
2009 2009
Analysis of
shareholdings
AS AT 11 MARCH 2010

Authorised Share Capital RM1,000,000,000 Class of Shares Ordinary Share of RM1.00 each
Issued and Paid Up Share Capital RM198,274,682 Voting Right 1 vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDERS

No. of % of Total No. of % of


Size of Shareholdings Shareholders Shareholders Shares Total Shares

1 – 99 9,168 82.56 18,931 0.01


100 – 1,000 1,064 9.58 736,820 0.37
1,001 – 10,000 727 6.54 2,484,766 1.25
10,001 – 100,000 102 0.92 3,201,480 1.62
100,001 – Less than 5% of issued shares 41 0.37 43,543,785 21.96
5% and above of issued shares 3 0.03 148,288,900 74.79

Total 11,105 100.00 198,274,682 100.00

SUBSTANTIAL SHAREHOLDERS

Direct Indirect
No. of Shares % No. of Shares %

QSR Ventures Sdn Bhd 57,080,000 28.79 – –


QSR Brands Bhd 42,551,800 21.46 57,080,000(1) 28.79
Kulim (Malaysia) Berhad – – 99,631,800(2) 50.25
Johor Corporation – – 99,631,800(3) 50.25
Lembaga Tabung Haji 49,073,000 24.75 – –

NOTES
1 Deemed interest through QSR Ventures Sdn Bhd.
2 Deemed interest through QSR Brands Bhd.
3 Deemed interest through Kulim (Malaysia) Berhad.

DIRECTORS’ DIRECT AND INDIRECT INTERESTS IN THE COMPANY AND ITS RELATED CORPORATIONS

Save as disclosed below, none of the Directors has any interest, direct or indirect, in the Company and its
related corporations.

Direct Indirect
Director No. of Shares % No. of Shares %

Hassim bin Baba 100 * – –

NOTES
* Insignificant

KFC holdings (malaysia) bhd


annual report 2009 195
Analysis of
shareholdings
AS AT 11 MARCH 2010

LIST OF TOP THIRTY (30) SHAREHOLDERS AS AT 11 MARCH 2010

No. of Total %
Name Shares of Shares

1 CIMB Group Noms (T) Sdn Bhd – A/C QSR Ventures Sdn Bhd (27038 JTRK) 57,080,000 28.79
2 Lembaga Tabung Haji 49,073,000 24.75
3 QSR Brands Bhd 42,135,900 21.25
4 AmanahRaya Trustees Berhad - A/C Skim Amanah Saham Bumiputera 7,636,400 3.85
5 Malaysia Noms (T) Sdn Bhd - A/C Great Eastern Life Assurance
(Malaysia) Berhad (PAR 1) 6,772,700 3.42
6 Mayban Noms (T) Sdn Bhd - A/C Mayban Trustees Berhad for Public Ittikal
Fund (N14011970240) 3,988,900 2.01
7 AmanahRaya Trustees Berhad - A/C Public Islamic Dividend Fund 3,456,000 1.74
8 Kumpulan Wang Persaraan (Diperbadankan) 2,656,600 1.34
9 AmanahRaya Trustees Berhad - A/C Public Islamic Select Treasures Fund 2,084,700 1.05
10 AmanahRaya Trustees Berhad - A/C Amanah Saham Malaysia 2,011,500 1.01
11 AmanahRaya Trustees Berhad - A/C AS 1Malaysia 1,810,300 0.91
12 AmanahRaya Trustees Berhad - A/C Public Islamic Sector Select Fund 1,631,600 0.82
13 AmanahRaya Trustees Berhad - A/C Public Islamic Equity Fund 1,426,900 0.72
14 AmanahRaya Trustees Berhad - A/C Public Islamic Optimal Growth Fund 943,500 0.48
15 Malaysia Noms (T) Sdn Bhd - A/C Great Eastern Life Assurance
(Malaysia) Berhad (PAR 2) 814,800 0.41
16 Citigroup Noms (A) Sdn Bhd - A/C CGML IPB for Pedder Street Asia Absolute
Return Master Fund Limited 568,900 0.29
17 Mayban Noms (T) Sdn Bhd - A/C Etiqa Takaful Berhad (Family Fund) 562,900 0.28
18 Citigroup Noms (A) Sdn Bhd - A/C CBNY for DFA Emerging Markets Small
Cap Series 559,800 0.28
19 Citigroup Noms (T) Sdn Bhd - A/C Exempt An for American International
Assurance Berhad 528,000 0.27
20 Mayban Noms (T) Sdn Bhd - A/C Etiqa Insurance Berhad (Life Non-Par FD) 441,100 0.22
21 BHLB Trustee Berhad - A/C Public Focus Select Fund 427,000 0.22
22 QSR Brands Bhd 415,900 0.21
23 Cartaban Noms (T) Sdn Bhd - A/C Petronas for Petroleum Research Fund 388,000 0.20
24 AmanahRaya Trustees Berhad - A/C Public Islamic Balanced Fund 348,400 0.18
25 HSBC Noms (A) Sdn Bhd - A/C Exempt An for The Bank of New York Mellon
(Mellon Acct) 324,900 0.16
26 AmanahRaya Trustees Berhad - A/C Affin Select Growth Fund 316,500 0.16
27 Mayban Noms (T) Sdn Bhd - A/C Etiqa Takaful Berhad (Annuity Fund) 300,200 0.15
28 Cartaban Noms (A) Sdn Bhd - A/C SSBT Fund W4B3 for Wasatch Emerging
Markets Small Cap Fund 275,885 0.14
29 Mayban Noms (T) Sdn Bhd - A/C Etiqa Takaful Berhad (General Fund) 275,000 0.14
30 CIMB Trustee Berhad - A/C Amanah Saham Darul Iman 265,200 0.13

Total 189,520,485 95.58

196 KFC holdings (malaysia) bhd


annual report 2009
form of
proxy No. of ordinary shares CDS account no. of authorised Nominee

30TH ANNUAL GENERAL MEETING

I/ We,
(Full name and NRIC No. / Company No. in block letters)
of
(Full address in block letters and telephone no.)

being a member/ members of KFC Holdings (Malaysia) Bhd (“Company”), hereby appoint

(Name of proxy as per NRIC, in capital letters)


NRIC No (new) (old)
of
(Full address in block letters)
or failing him/her
(Name of proxy as per NRIC, in capital letters)
NRIC No (new) (old)
of
(Full address in block letters)

or failing him/her, the Chairman of the meeting as my/ our proxy to vote for me/ us and on my/ our behalf at the 30th Annual General
Meeting (“AGM”) of the Company to be held at Level 3, Wisma KFC, No 17 Jalan Sultan Ismail, 50250 Kuala Lumpur on Thursday,
29 April 2010 at 11:30 a.m. or any adjournment thereof in respect of my/ our holdings of shares in the manner indicated below:

FOR AGAINST
Resolution 1 Financial Statements and Reports
Resolution 2 Final Dividend
Resolution 3 Payment of Directors’ Fees
Re-election of Directors:
Resolution 4 Jamaludin bin Md Ali
Resolution 5 Hassim bin Baba
Resolution 6 Datin Paduka Siti Sa’diah binti Sheikh Bakir
Resolution 7 Re-appointment of Messrs KPMG as Auditors of the Company
Resolution 8 Resolution pursuant to Section 132D of the Companies Act 1965
Resolution 9 Resolution pursuant to the Proposed Renewal of Share Buy-Back Authority
Resolution 10 Resolution pursuant to the Proposed Shareholders’ Mandate for the recurrent
related party transactions of a revenue or trading nature with related parties
(Please indicate with a (“√”) in the appropriate box whether you wish your vote to be cast for or against the resolution. In the absence of specific direction, your proxy will vote
or abstain as he thinks fit. However, if more than one proxy is appointed, please specify the number of shares represented by each proxy, failing which the appointment shall
be invalid)

Dated this day of 2010


Signature(s)/ Common Seal of Shareholder(s)
Notes:
1 A member of the Company entitled to attend and vote at the abovementioned Annual General Meeting (“AGM”) may appoint a Proxy to attend and vote in his stead.
A Proxy may but need not be a member of the Company. If the Proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or person
approved by the Companies Commission of Malaysia.
2 If the member is a corporation, this Proxy Form must be executed under its common seal or the hand of its duly authorized officer or attorney. If this Proxy Form is signed under the
hand of an officer duly authorised, it should be accompanied by a statement reading “signed as authorised officer under an Authorisation Document which is still in force, no notice of
revocation having been received”. If this Proxy Form is signed under the attorney duly appointed under a power of attorney, it should be accompanied by a statement reading “signed
under a Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the Power of Attorney, which should be valid
in accordance with the laws of the jurisdiction in which it was created and is exercised, should be enclosed with this Proxy Form.
3 A member of the Company may appoint more than two (2) proxies to attend the AGM. Where a member appoints two (2) or more Proxies, the appointment shall be invalid unless the
member specifies the proportion of his shareholdings to be represented by each proxy.
4 Any alteration made in this form should be initialled by the person who signs it.
5 This Proxy Form and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority must be deposited at Tricor Investor
Services Sdn Bhd, Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time for holding the
AGM or any adjournment thereof.
AFFIX
STAMP
HERE

TRICOR INVESTOR SERVICES sdn bhd


Level 17, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Moving in
Synergy
annual report 2009
KFC HOLDINGS
(MALAYSIA) BHD
65787-T

Level 17, Wisma KFC


No 17 Jalan Sultan Ismail
50250 Kuala Lumpur
T + 603 2026 3388
F + 603 2078 8088

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