Anything Is Possible: Annual Report 2018
Anything Is Possible: Annual Report 2018
Anything Is Possible: Annual Report 2018
is possible
Annual Report 2018
Anything is possible
For over four decades, we have been developing in tandem with the changing times to
establish the Amway brand as a market leader in the direct selling business.
Our adaptation to the digital world enables our Amway Business Owners (“ABOs”) to
fully harness the power of eCommerce to drive their businesses forward, and inspire us
to reach greater heights.
Today, the Group, together with our ABOs, are digitally transforming Amway to help
our ABOs grow and build young leaders, thereby ensuring mutual growth and
sustainable long-term success, as well as helping people live better lives.
www.amway.my
Content
006 040
Our Strategy and Performance Review How We Are Governed
Quarterly Performance 006 Corporate Information 040
5-Year Financial Highlights 007 Directors’ Profiles 041
Letter to Shareholders 008 Key Management Profiles 050
Management Discussion and Analysis 014 Corporate Governance Overview Statement 051
Audit Committee Report 070
Statement on Risk Management and Internal Control 075
Compliance with Main Market Listing Requirements 081
of Bursa Malaysia Securities Berhad
084
Financial Statements
Directors’ Report 084
Statement by Directors 089
144
Other Information
Particulars of Properties 144
Group’s Physical Presence 145
Notice of Annual General Meeting 146
Statement Accompanying Notice of the 24 Annual
th
149
Mission
Through the partnering of Amway Business Owners (“ABOs”), Employees and the Founding Families, and
the support of quality products and services, we offer everyone the opportunity to achieve their goals via
the Amway Sales & Marketing Plan.
INTEGRITY ACHIEVEMENT
Integrity is doing what is right, not just Amway is in the business of continuous
whatever “works”. Success in Amway is not improvement, progress and achievements of
measured by economic wealth but by the individual and group goals. Amway anticipates
trust, respect and credibility the business and changes, responds swiftly with well thought
its ABOs earn. Integrity puts the concern of through actions and learns from experiences.
others ahead of one’s own interest to ensure Creativity and innovation are the pillars that
equity and fairness, the very basic principles support the achievement of the goals and
for developing lasting relationships for building success of Amway and its ABOs.
business and making friends.
Integrity
From the beginning, Amway has been a
company built on the integrity of our
high-quality products and unparalleled support
of people looking to start and build their
own business. From seed to supplement and
laboratories to living rooms, we provide the
opportunity for people to live better lives.
Annual Report 2018 005
Quarterly Performance
2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year
Profit Before Tax (RM Million) 11.0 10.3 21.5 27.4 70.2
Net Earnings Per Share (Sen) 4.9 4.6 10.4 13.3 33.2
Net Dividend Per Share (Sen) 5.0 5.0 5.0 12.5 27.5
2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year
Profit Before Tax (RM Million) 13.3 19.9 19.5 17.8 70.5
Net Earnings Per Share (Sen) 5.7 9.0 9.1 8.2 32.0
Net Dividend Per Share (Sen) 5.0 5.0 5.0 12.5 27.5
Our Strategy and Performance Review Annual Report 2018 007
134.6
1087.5
1019.9 984.2 972.3*
855.8
89.3
73.0 70.5 70.2
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
*Pre-MFRS 15 adjustments, sales revenue was RM996.0 million
99.8 60.7
63.9 38.9
54.6 52.6 54.5 33.2 32.0 33.2
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
008 Amway (Malaysia) Holdings Berhad Our Strategy and Performance Review
Letter to Shareholders
Dear shareholders,
The Board of Directors hereby presents the Annual Report of Amway (Malaysia)
Holdings Berhad (“Amway Malaysia”) and audited financial statements of
Amway Malaysia and its subsidiaries (“the Group”) for the financial year ended
31 December 2018 (“FY2018”).
OVERVIEW initial estimate of 5.3%3 , attributed to rising This was realised via the Group’s investment
living costs and stagnating wages. For the in sales and marketing programmes,
FY2018 proved to be a year of tremendous sixth consecutive year, the retail industry’s and Amway Business Owner (“ABO”)
challenges and changes for Malaysia. performance lagged behind the GDP. experience-related physical and digital
Economic expansion slowed considerably infrastructure as well as by leveraging on
with gross domestic product (“GDP”) Amidst this challenging operating backdrop, technology to reduce operational costs and
growth at 4.7%1, on the back of lower public Amway Malaysia has continued to make enhance our value proposition to ABOs.
investment, as well as slowing export headway as reflected in the many highlights
growth. achieved during the financial year. Digital transformation has and will continue
to be a key strategic initiative for Amway
Growth in retail spending in 2018 also The Group has sustained its growth Malaysia going forward as it will enable us
continued to moderate at 3.9%2 despite a momentum throughout the year, notably to continue harnessing new digital/mobile
three-month tax holiday, well below the with a strong third quarter performance. opportunities to better serve our ABOs and
1
The BNM Quarterly Bulletin by Bank Negara Malaysia
2
As disclosed by Retail Group Malaysia and reported in the Malay Mail Online “2019 retail sales seen growing 4.5pc” 19 March 2019.
3
Malaysia Retail Industry Report 2018 by Retail Group Malaysia
Annual Report 2018 009
Letter to Shareholders
improve our ability to attract, retain and In this regard, there has been no let-up Board Charter as well as the various Terms
expand our more than 254,000 strong on our end to support and develop our of Reference (“TOR”) for the respective
Core ABO Force (“CAF”). ABOs. We have continued to provide our Board Committees.
ABOs with the necessary infrastructure
In FY2018, sales revenue grew by 1.2% to enable them to develop their skills and Among the changes made were setting a
to RM996.0 million (FY2017: RM984.2 product knowledge, grow their networks policy that our Board shall comprise at least
million), excluding the impact arising and achieve sustainable success in the 50% Independent Directors, a revision to
from the adoption of Malaysian Financial direct selling industry. the Boardroom Diversity Policy to have at
Reporting Standard 15 (“MFRS 15”) least one (1) female board member as well
for the annual period beginning on or Our efforts have yielded results in FY2018 as having different individuals as the Board
after 1 January 2018 using the modified as is evident by the expansion of our CAF, Chairman and Audit Committee (“AC”)
retrospective method, and the comparative which stands at more than 254,000 – with Chairman.
figures were not restated. Under MFRS 15, notable growth especially among ABOs
sales revenue was marginally lower year- who are under 35 years of age and the On 26 February 2018, Tan Sri Faizah
on-year (“y-o-y”) by 1.2%. Bumiputera segment. Binti Mohd Tahir was re-designated as
the Chairperson of the AC, while Dato’
For a more comprehensive review of the Beyond this, we remained aggressive Ab. Halim Bin Mohyiddin, who is also the
Group’s financial results, please refer to in undertaking brand awareness and Board Chairman, was re-designated as
the Management Discussion and Analysis development efforts across FY2018 with a member of the AC. With this, Amway
section of this Annual Report. new brand and product launches. Following Malaysia has complied with the practice
the opening of our new modernised stores of the Malaysian Code on Corporate
For FY2018, 27.5 sen net dividend per in Klang and Pulau Pinang, we have also Governance (“MCCG”) that the Chairman
share was declared. We have paid out a upgraded the Melaka Shop; all of which of the Board is not the Chairman of the AC.
total of RM45.2 million in dividends, which have seen an increase in sales and visitors
is equivalent to 83% of our earnings in post refurbishment. Tan Sri Dato’ Cecil Wilbert Mohanaraj
FY2018. Abraham, an Independent Non-Executive
CORPORATE GOVERNANCE Director (“INED”), was re-designated as
BUSINESS HIGHLIGHTS the Chairman of the Nominating Committee
Amway Malaysia has continued to make (“NC”) on 26 February 2018, while Scott
Despite stiff competition, we draw headway in strengthening its corporate Russell Balfour was re-designated as a
encouragement in continuing to be a governance practices. The Board member of the Committee, in line with the
highly regarded brand among Malaysians. believes that beyond risk mitigation and MCCG’s practice that the Chairman of the
This is a noteworthy achievement given management, our focus on corporate NC shall be an Independent Director.
the increasing competition we face from governance should also include other
existing players and new entrants across elements such as robust leadership, Following Tan Sri Dato’ Cecil Wilbert
many product categories. development of a conducive organisational Mohanaraj Abraham’s resignation on
culture, creation of an equal opportunity 1 January 2019, En. Abd Malik Bin A
Given the smaller growth in consumer workplace supported by conducive policies Rahman was appointed to the Board as
spending, the ability of the Group to defend as well as strengthening existing practices an INED on the same day, thus ensuring
its position is a reflection of the strong in the areas of auditing, board roles and that the Board comprises at least 50%
brand equity we have cultivated in Malaysia responsibilities, and more. Independent Directors.
and our continued success in growing the
number of ABOs, who are essentially our In FY2018, we reinforced our corporate Following the appointment of Datin Azreen Binti
brand ambassadors. governance practices by enhancing our Abu Noh to the Board on 26 February 2019,
010 Amway (Malaysia) Holdings Berhad
Letter to Shareholders
the number of female directors increased business operations from a triple bottom- to be strong as they search for better or
to two (2), which exceeded our target of line perspective. We remain cognisant of supplementary income opportunities.
having at least one (1) female director on our responsibilities as a good corporate
the Board. citizen. Importantly, Amway remains one of the
market leaders in Malaysia as well as one of
The appointment of both Datin Azreen Binti For more details on the Group’s the preferred choices for those seeking to
Abu Noh and En. Abd Malik Bin A Rahman sustainability performance, please refer to join the industry. We are positive that sales
reflects Amway Malaysia‘s commitment the Sustainability Statement section of this revenue will continue to grow in FY2019 on
towards ensuring a constant injection Annual Report. the back of attractive sales and marketing
of new perspectives and views and that plans and various growth initiatives that
Independent Directors make up at least OUTLOOK & PROSPECTS we have implemented to support ABOs in
50% of the Board’s composition. We are driving their business growth. This includes
committed to our succession plans and We maintain a positive outlook for FY2019 ABO experience related infrastructure,
towards retaining a dynamic leadership given the present economic environment incentives and rewards. As we strive for
group in order for us to propel our business in Malaysia. In FY2019, Malaysia’s GDP greater sales revenue growth, the Group
forward. growth is forecasted to be comparable to will continue to seek ways to optimise
or even marginally lower than the previous operational costs towards strengthening
Certainly, the enhancements we have year, hovering between 4.6%-4.9%4, which earnings going forward.
made will provide us with a more robust is attributed to reduced public and private
and comprehensive framework to better sector consumption and slower export Given our long-standing presence
uphold corporate governance within growth. in Malaysia, our strong brand equity
Amway Malaysia. We will continue to make position and innovative use of emerging
improvements in tandem with changes in However, there are still positives from technologies, we are quietly confident
the regulatory environment or as and when which we can draw from. The findings of rising above the challenges to deliver
it is required. of the Amway Global Entrepreneurship another year of encouraging growth and
Report (“AGER”) 2018, a survey to analyse progress. We draw strength from our
SUSTAINABILITY & CORPORATE the state of entrepreneurship around the achievements in FY2018, which were
SOCIAL RESPONSIBILITY world, indicate that the number of people, realised amidst similar sluggish macro-
including Malaysians, who are interested economic conditions.
As we move forward, we remain committed in starting their own business, including
towards ensuring the sustainability of our a direct selling business, will continue
4
Economic Outlook 2019: Bracing for global speedbumps by Malaysian Rating Corporation Berhad
Annual Report 2018 011
Letter to Shareholders
We will continue to focus on enabling our Dato’ Ab. Halim Bin Mohyiddin was We also take this opportunity to extend a
ABOs to achieve their fullest potential and instrumental in overseeing a most challenging warm welcome to our two (2) new board
support the growth of their businesses. and important phase of the Group’s growth. members, Datin Azreen Binti Abu Noh and
Certainly, he has played a leading role in En. Abd Malik Bin A Rahman.
APPRECIATION & elevating Amway Malaysia to its present
ACKNOWLEDGEMENT trajectory of progress having charted a We thank our staff for their professional
course of development for the Group. contribution during the financial year
On 6 September 2018, Amway and express the same to our Senior
Co-Founder, Rich DeVos, passed away We express our utmost appreciation to Tan Management for providing strong strategic
at the age of 92. Amway Malaysia took a Sri Dato’ Cecil Wilbert Mohanaraj Abraham, and tactical leadership. Together, both
moment to celebrate this most inspirational who has served the Board with distinction the staff and the Management have been
individual and industry icon when we held since his appointment in February 2006, instrumental in driving the Group towards
a special Celebration of Life Ceremony at for his wise counsel over the years. We the realisation of many achievements in
Amway HQ, Petaling Jaya. thank both Dato’ Ab. Halim Bin Mohyiddin FY2018.
and Tan Sri Dato’ Cecil Wilbert Mohanaraj
Mr. DeVos co-founded Amway with the Abraham for their immense contribution The Board also wishes to express its
late Jay Van Andel in 1959 and dedicated to Amway Malaysia and wish them well in gratitude to our ABOs for their continued
this direct selling business to making lives their future undertakings. loyalty to Amway Malaysia. Let us together
better for everyone until his retirement in journey towards greater heights of
1993. Amway has since become a multi- Our deepest gratitude to Liu, Ming-Hsiung success. In the same vein, we acknowledge
billion dollar international corporation @ Martin Liou, for his contribution as our shareholders for their continued vote
and has been in the business of offering Managing Director during the first four (4) of confidence in the Board.
individuals the opportunity to build months of 2018; and congratulate him for
businesses of their own for almost 60 assuming a senior leadership role in the
years. Amway Greater China Region. Effective
1 May 2018, the Group has been helmed
Mr. DeVos was one of the world’s most by Michael Jonathan Duong who was BOARD OF DIRECTORS
successful entrepreneurs, the author of five re-designated as the Managing Director. AMWAY (MALAYSIA) HOLDINGS BERHAD
(5) books, a much-in-demand inspirational
and motivational speaker, a community
and political leader, and, with his late wife
Helen, a generous philanthropist. With his
DATO’ AB. HALIM BIN
passing, Amway has lost a legend and a
MOHYIDDIN
man with a heart to match. His inspiration
Chairman,
and generosity will live on and benefit our
Senior Independent Non-Executive Director
community for many generations to come.
Driven by Scientific
Excellence
Our scientists and engineers are taking
discovery and innovation to the next level.
We never rest on past accomplishments,
we build on them. We are diligent and
inventive in our approach to making
Amway products and digital experiences
better for our customers.
Annual Report 2018 013
>500,000
tests
Amway has nearly
1,000 scientists, We perform more than 500,000 quality tests per year,
demonstrating our dedication to delivering safe, high-
technicians
014 Amway (Malaysia) Holdings Berhad Our Strategy and Performance Review
10% compared
environment that was marked by a gross and Bumiputera segments, first 90-day
domestic product (“GDP”) growth of just activations, repeat buyers and healthy
segments.
retrospective method, and the comparative 15 adjustments) from RM70.5 million
figures were not restated. in FY2017. This is attributed to higher
ABO incentives, investment in business
In financial year (“FY”) 2018, our sales systems and infrastructure, and factors
revenue grew by 1.2% to RM996.0 million beyond the Group’s control such as the
excluding the impact arising from the instability of the local currency and the
adoption of MFRS 15. Under MFRS 15, switch from the Goods and Services Tax
sales revenue was marginally lower year- (“GST”) to the Sales and Service Tax
(“SST”) regime. For more information, GROUP PROFILE & BUSINESS Our goal is to support the professional
please refer to the Earnings section of this STRATEGIES growth of our ABOs by providing them with
Management Discussion and Analysis. sustainable entrepreneurial opportunities
Amway (Malaysia) Holdings Berhad is the to develop their businesses via our award-
Amway Malaysia continues to strike a holding company of Amway (Malaysia) winning, satisfaction guaranteed, high-
balance between the short-term objectives Sdn. Bhd. (“AMSB”) and Amway (B) Sdn. quality products. The Group continues to
of profitability and shareholder rewards, Bhd. The principal business activity of boost its online and mobile capabilities to
and the long-term goals of retaining our both subsidiaries is the direct selling of enable our ABOs to conduct their business
market positioning and driving business consumer products, principally under the anytime and anywhere.
viability. In doing so, we were able to Amway trademark.
achieve business stability despite the We take pride in the fact that the Group
declining market while building towards a AMSB started its operations in Malaysia remains an employer of choice. We have
better and more sustainable future. in 1976 with a single storefront and more than 400 employees in Malaysia who
has progressively become one of the are well taken care of and provided with
Hence, we have continued to invest nation’s leading direct selling brands. As opportunities for career advancement,
aggressively in our ABOs via business of December 2018, it has a nationwide as well as professional and personal
and technology infrastructure, brand network of more than 20 shops and retails development. In 2018, for the second
development activities, physical shopfronts, more than 450 high-quality products. The consecutive year, AMSB was recognised
our eCommerce store, mobile tools, rewards Group offers a wide range of consumer as a Top Employer in Malaysia and Asia
and incentives, and new product innovations. goods ranging from health supplements Pacific, certified by the Top Employers
Our long-term business strategies have to skincare, personal care, home care and Institute, thus affirming our position as a
enabled Amway Malaysia to move towards durables, and has expanded its market preferred employer.
a more exciting growth horizon. reach via eCommerce and mobile tools.
016 Amway (Malaysia) Holdings Berhad
The Group contributes to community Over the past several years, the Group has
advancement via our sustainability and invested significantly in the modernisation
corporate social responsibility (“CSR”) of our core systems and infrastructure.
984.2 campaigns. Among others, these include We have brought in the latest commercial
Program Harapan’s Projek HeadSTART and software applications and tools for various
972.3*
the Nutrilite Power of 5 Campaign. administrative and management purposes
such as shop management, warehousing,
Towards achieving further compliance accounting and business management,
with the Malaysian Code on Corporate a mobile friendly eCommerce website,
-1.2%
Governance (“MCCG”), several changes as well as other digital tools to support
were made to the Board composition, which our ABOs in conducting their businesses
further emphasised gender diversity and anywhere and anytime.
corporate governance. This move aligns us
sales towards our long-term succession plans. In FY2018, we continued to invest in our
revenue physical presence. Examples of such
(RM Million)
FINANCIAL PERFORMANCE investments include the renovation and
2017 2018 launch of the new Melaka Experience
Sales Revenue Centre. In addition, we also implemented
* Pre-MFRS 15 adjustments, sales revenue was
various sales and marketing programmes
RM996.0 million
For FY2018, the Group adopted the MFRS such as the New ABO Sign Up Programme
15 Revenue from Contracts with Customers, and Cubalah: Try It! Love It!, targeted at
which came into effect on 1 January 2018. helping ABOs activate new signups and
70.5
Under the MFRS 15, sales revenue was increase the number of loyal buyers.
70.2 RM972.3 million, marginally lower y-o-y by
1.2%. Excluding the MFRS 15 adjustments, Management recognises that such
sales revenue would have stood at RM996.0 investments are necessary to highlight
million, 1.2% higher y-o-y. and maintain the attractiveness of the
Amway brand, its products and business
-0.5%
Sales were driven by the ABOs’ positive opportunity, as well as maintain ABO
momentum towards our sales and morale and motivation.
marketing plans, as well as the various
growth initiatives implemented to support While the development expenditure impacts
Profit
our ABOs in growing their businesses. short-term earnings, the Group believes
before tax
(RM Million) Essentially, the Group has seen a rebound these investments are in the best interest
in sales revenue for FY2018 given that it of its long-term success.
2017 2018 had declined by 9.5% in FY2017.
Dividends
Earnings
The Board has declared a fourth single tier
Excluding the MFRS 15, the Group’s FY2018 interim dividend of 5.0 sen net per share
1.32 PBT was RM70.9 million, which amounted and a special single tier interim dividend
1.30
to a 0.5% increase versus the previous of 7.5 sen net per share. Shareholders’
year. Under the MFRS 15, Group PBT entitlement to the fourth single tier interim
decreased marginally by 0.5% to RM70.2 dividend and the special single tier interim
million versus RM70.5 million in the same dividend was determined based on the
period last year. The decline was due to shareholders registered in the record
+1.5%
increased sales incentives in line with of depositors as at 15 March 2019. The
higher sales, as well as higher operating payment date was made on 26 March 2019.
expenses for investments in growth
Net Assets initiatives that support the ABOs in growing For FY2018, a total dividend of 27.5 sen net
per share their businesses. These were partially offset per share was declared. This is equivalent
(RM) by lower import cost, primarily attributed to to a total dividend pay-out of RM45.2
a favourable foreign exchange impact. million, which represented a pay-out ratio
2017 2018
of 83% of net earnings for the current year.
Annual Report 2018 017
BUSINESS & OPERATIONAL motivated and continue to truly believe the National Leadership Conference,
HIGHLIGHTS in Amway’s many brands and products. the Leadership Dinner & Dance, Diamond
The overall ABO experience remained meetings, the Amway Diamond Advisory
Our Abo Force stable and positive compared to the Council sessions, New Platinum Seminars,
preceding year. ABOs were satisfied with Amway Leadership Seminar, Diamond
As at 31 December 2018, our CAF grew our products, physical presence and ABO Invitational, the Young Leaders Committee,
by over 1% to more than 254,000. The leadership. and continuous engagements with ABO
Leaders via social media on emergent
encouraging expansion of our CAF
issues.
was mainly driven by the sales and Similarly, we launched the “Rate Us” ABO
marketing programmes and various Experience Survey at Amway HQ, Petaling
As the first level of recognised leadership,
growth initiatives implemented to Jaya. The survey focused on the ABOs’
Platinum ABOs set the tone and pace for
support our ABOs in growing their retail experience at the Product Pavilion, their groups. They inspire, train, motivate and
businesses. The rate of new ABO signups as well as the quality of the after-sales mentor those they bring into the business.
in 2018 increased by more than 10% services provided. Given that “Rate Us” They uphold and enforce the Amway Code
compared to the previous year, with growth was well received by the ABOs frequenting of Ethics and Rules of Conduct. In view
in the under-35 and across all ethnic the Amway HQ Experience Centre, this of the key role that they play, the Group
segments. We noted particularly strong initiative will be progressively rolled out to organised several engagement platforms to
double-digit growth in the Bumiputera all Amway Shops nationwide and Brunei train and support them:
segment. going forward.
• New Platinum Seminar — To help
We also enhanced existing programmes In 2018, we continued to actively engage ABO Leaders transition into this new
with ABO Leaders via various events leadership phase in his or her business,
and infrastructure to support the continued
enhancing the ABO Leader’s skills,
growth of our ABOs, with a particular and forums. These events are platforms
knowledge and focus to build healthy
focus on helping our ABOs attract and through which the Group provides ABO
and sustainable organisations.
activate new ABOs, grow the number of Leaders with major updates, identifies
loyal buyers, develop young leaders and major challenges and formulates plans • Platinum Forum — Held twice (2) a year
co-develop growth plans with leaders that for our future growth. The events also throughout Malaysia.
address their specific business needs. serve as an avenue for ABO Leaders to
voice their feedback and concerns to • National Leadership Conference — A
In 2018, we once again initiated our ABO the Management, to ensure that healthy convergence of more than 2,000
Experience Survey (“AES”), an annual partnerships are fostered and maintained. ABO Leaders nationwide to receive
research exercise to garner the views and business updates and developments.
insights of 750 ABOs. The survey findings These engagements include Platinum This was followed by the Leadership
show that most of our ABOs remain self- Forums held in major cities in Malaysia, Dinner & Dance in the evening.
018 Amway (Malaysia) Holdings Berhad
• InBodyWATCH – This new fitness tracking contain a high concentration of B Vitamins In 2018, we launched the all-new, faster,
device tracks steps, sleep patterns, heart that promote a more efficient conversion of smarter and more effective Atmosphere
rate, body fat composition and Heart Rate food into energy. SKY air purifier, which sets a new
Variability to determine stress patterns standard for indoor air quality. Using one
and logs individual training/workouts as The XS Energy XSclusive Preview was of the most technologically advanced and
well. Fully integrated with the BodyKey held at the Sepang International Circuit scientifically proven filtration systems,
Mobile App 2.0, the InBodyWATCH is a where attendees rode bicycles along the the Atmosphere SKY filters 99.99% of
2017 CES Innovations Award winner. landmark racetrack, then attended an airborne contaminants that pass through
exclusive concert and product unveiling the system. It effectively traps particles as
• Tropical Herbs Post Natal Care Set – party. In the months leading up to the event, small as 0.0024 microns via the 3-stage
Catering to the niche segment of post- we also hosted XS Outdoor Activities for filtration system to effectively clean the air
natal mothers, this revamped bundle those under-35, XS Boost Camp for ABO of over 300 potential contaminants.
offers products infused with essential Leaders and XS After-Party for all ABOs.
oils to meet the physical and emotional Beside the Klang Valley, these events were Beyond its effectiveness, the system takes
needs of mothers during confinement. also held in major towns such as Kuching, user convenience and experience to a new
Miri, Melaka, Johor Bahru, Penang, Kuala level via its wireless connectivity features,
• BodyKey Community Based Challenges – Terengganu and Kota Kinabalu. “Internet of Things” technology and the
The Group organised BodyKey 2 Sizes Atmosphere CONNECT™ app, which allows
Down or Tone Up Challenge – where XS Energy Drinks is not merely a product. users to remotely control their Atmosphere
hundreds of people formed 3-member Its trendy, dynamic and vibrant image SKY as well as monitor indoor air quality
teams, motivating each other to be makes it an ideal tool with which ABOs levels and access the latest outdoor air
more physically active and take charge can reach out to customers and introduce quality information.
of their health and fitness. The event Amway products. It is the perfect
achieved its objectives of encouraging launchpad for targeting younger audiences Atmosphere SKY holds the European
ABOs to develop stronger networks such as millennials and those who live an Centre for Allergy Research Foundation
which motivated and encouraged healthy active lifestyle. certification which confirms that it has been
living and helped them strengthen their scientifically tested to reduce or remove
Amway businesses. HOME LIVING CATEGORY allergens. It has also been recognised by the
Beyond personal products, the Group also U.S. Environmental Protection Agency and
Catering to the rising sub-demographic of offers products to make the home, car the ENERGY STAR® for energy efficiency,
young, adventurous and active Malaysians, and workplace a cleaner and safer place and awarded the Clean Air Delivery Rate
we launched the XS Energy product line for everyone. The Home Living category (“CADR”) Certification by the Association
in September 2018 with the first product offers the Atmosphere™ SKY and Drive™ of Home Appliance Manufacturers. In
being XS Energy Drinks. Available in two air purifiers, eSpring™ Water Treatment addition, the product has received the
(2) flavours – Citrus Blast & Cranberry- System, and environmentally friendly British Allergy Foundation Seal of Approval
Grape Blast, XS Energy Drinks pack a Home Care laundry and cleaning products. for its ability to reduce exposure to specific
powerful and tasty punch of energy and allergens.
Annual Report 2018 021
As we continue to innovate the modern Program Harapan (Hope Programme) is by the Nutrilite Power of 5 Campaign in
retail experience centres and increase the Group’s CSR initiative launched in Zambia and Brazil. In December 2018, we
eCommerce sales transactions, selected 2014 to help meet the needs and enrich introduced the Nutrilite FAV gift sets which
small distribution shop locations which do the lives of children from the Rumah Tunas comes with a RM10 donation to the Nutrilite
not fit into the future omni-channel retail Harapan foster homes. The programme is Power of 5 Campaign. The Group matched
design will be closed. For example, we held in partnership with the Social Welfare the donation, contributing another RM10
closed our Segamat Shop on 8 December Department (Jabatan Kebajikan Masyarakat) for every gift set sold. Over the last two
2018, with the business shifting to the and the Ministry of Women, Family & (2) years, the Group and our ABOs have
Melaka Shop, online orders and home Community Development. donated over RM1.2 million to prevent and
delivery. help fight childhood malnutrition.
Projek HeadSTART is a CSR initiative under
AWARDS & CORPORATE Program Harapan, which focusses on young BUSINESS RISKS
SOCIAL RESPONSIBILITY adults who are approaching their final year
in foster homes. We select apprentices We continue to closely monitor our material
Nutrilite received the Reader’s Digest to complete a 6-month apprenticeship financial, business and operational risks
Trusted Brand Gold Award 2018 for with the Group, which allows them to and adopt various mitigation measures.
Malaysia under the vitamins/health rotate through various departments. The This includes robust internal controls
supplements category. In addition, the apprentices are guided by mentors, with and clearly defined limits of authority,
eSpring Water Treatment System received the aim of successfully transitioning them coupled with defined standard operating
the Reader’s Digest Trusted Brand Gold to become independent working adults. procedures and processes. For more
Award 2018 for Malaysia under the water information on our risk management and
purifier category and the Frost & Sullivan Amway’s Global CSR programme is the mitigation strategies, please refer to the
Best Practice Award 2018 for Asia Pacific Nutrilite Power of 5 Campaign, which Statement on Risk Management & Internal
Home Water Treatment Company of the utilises our expertise in nutrition to help Control in this Annual Report.
Year. prevent and fight childhood malnutrition and
improve the health and wellness of children In FY2018, our risk factors remain largely the
We are pleased to share that in 2018, and families around the world. Amway same as the previous year with movements
the ARTISTRY SIGNATURE SELECT Global works with non-governmental in foreign exchange and the unauthorised
Personalized Serum won the 2018 organisations (“NGOs”) to distribute selling of our products online being our two
Institute of Packaging Professional Nutrilite Little BitsTM to malnourished (2) biggest risks. The Group will continue
(“IoPP”) AmeriStar Design Excellence children, helping kids get the nutrients they to adopt an agreed fixed exchange rate
Award. The Annual Design Excellence need for a healthy development. with our headquarters to reduce our risk
Award honours the company which takes exposure to currency fluctuations.
packaging structure and industrial design, Since 2017, Amway Malaysia and its ABO
and integrates it into the most compelling Leaders have joined this global cause
packaging in the industry. and travelled to the centres supported
Annual Report 2018 023
While we have done much to address FORWARD LOOKING Against the backdrop of stabilising sales
the problem of unauthorised selling of STATEMENT revenue achieved in FY2018, the Board is
our products online, the rise of 3rd party optimistic that the Group’s performance
eCommerce sites still poses a threat to our We believe that FY2019 will continue to will continue to grow in FY2019, driven
ABOs as such sites undermine the efforts be another challenging year for the direct by positive ABO response towards our
of our ABOs who operate on a relationship selling industry on the back of reduced sales and marketing plans, as well as
based business model. public and private sector expenditure and the wide range of product launches and
overall consumer perception. Competition is major marketing promotions that we have
We continue to take action against sellers, also expected to increase with the entry of planned for the upcoming year. As we seek
including any ABOs who have violated new players across our product categories. to drive revenue, we will continue to focus
the Amway Rules of Conduct, as well on rationalising operational costs towards
as work closely with the administrators However, given our strong brand boosting earnings in FY2019. This will
of eCommerce platforms as well as the positioning, our expanding ABO force include present and new initiatives that
authorities – such as making reports in a and market position, we strive to remain have been outlined and will be implemented
timely fashion so appropriate action can be resilient in FY2019. The Group’s strong going forward.
taken accordingly. Along with enforcement, fundamentals, proven robust business
we continue to focus on educating our model and brand equity, as well as solid and The Group continues to adapt successfully
ABOs on the prohibition of unauthorised sustainable partnerships with our ABOs, to the prevailing economic headwinds while
online selling. will support the long-term profitability and managing other macroeconomic factors.
overall health of both the Group as well as We will continue to ensure that Amway
our ABOs’ businesses. sustains the balance between short-term
financial performance and rewarding
shareholders, while securing the Group’s
future over a 5- to 10-year horizon.
024 Amway (Malaysia) Holdings Berhad
Our commitment
to Communities
At Amway, we believe we can use the best of our business and the
passion of our people to help solve global challenges and improve
individual communities all over the world. Whether we are utilising
our expertise in nutrition to help address childhood malnutrition, or
supporting a global community of volunteers who are making the world
a better place, we continue to honour our decades-long commitment to
help people live better lives.
Annual Report 2018 025
>254,000
Core ABO Force
as at 31 December 2018,
from 252,000
as at 31 December 2017
Sustainability Statement
SUSTAINABILITY LEADERSHIP
& GOVERNANCE
Data presented in this Statement has been collected from internal and external data
collection methods which include, but are not limited to, internally conducted surveys,
workshops and other methods.
Annual Report 2018 027
Sustainability Statement
Sustainability Statement
MATERIALITY MATTERS
As such, our commitment to our ABOs has in Hokkaido, Japan, for ABO Leaders.
ABO FORCE been increasing over the years. Beyond In 2018, we organised more than 180
financial reward, we have also continued workshops, primarily focused on NutriliteTM,
It is essential that we continue to attract to increase our support to our ABOs via ARTISTRYTM and Home Tech, excluding
wider audiences, and also retain and develop education, training and digital/mobile recognition rallies, which saw participation
existing ABOs by providing them with the tools to drive their business growth, new of over 15,000 ABOs.
necessary support infrastructure, skills brand and product launches to excite the
training and development by continuously market, refurbishing our physical shops, For more information on our ABO
engaging with them throughout 2018. enhancing our eCommerce store and of engagements and events, please refer to
course, creating opportunities for ABOs the Management Discussion and Analysis
We continue to have our ears to the ground to converge their business purposes or of this Annual Report.
in regard to the sentiments of our ABOs, support worthy causes via community
who is one of our key stakeholders, as the focused activities. As a result of our effort, in 2018, our Core
business continues to evolve to support ABO Force (“CAF”) has seen a constant
them and their businesses. Various events were also held for ABO steady growth which represented a healthy
Leaders. A key touchpoint in 2018 was cross-section of Malaysia’s multicultural
Beyond positioning Amway as a business the Platinum Forum held nationwide in and diverse population. As at 31 December
opportunity, our focus has been to create a March and September. This is a platform 2018, our CAF grew to more than 254,000
greater awareness of the community factor; that allows the Group to share company members from 252,000 the previous year.
that becoming an ABO offers a means to information and receive feedback from In addition, our continuous push to make
access and become part of a growing and ABO Leaders. inroads into the Bumiputera segment has
supportive network of not just like-minded resulted in a strong double-digit growth in
colleagues, but also friends. Becoming an Other engagement highlights included the 2018.
ABO means opening the gateway to a world Local Working Diamond Forum for our
of knowledge, relationships, opportunities Diamond & Above leaders in Tokyo, Japan, The annual ABO Experience Survey
as well as achieving personal development, as well as the Amway Leadership Seminar conducted between April and May 2018
and more. revealed that the overall ABO experience
Annual Report 2018 029
Sustainability Statement
eCommerce
1
Information and Communication Technology Satellite Account 2017 by Department of Statistics, Malaysia
030 Amway (Malaysia) Holdings Berhad
Sustainability Statement
A large portion of Amway products are sourced overseas, with the bulk of it being procured from manufacturing facilities in the United
States. This exposes the Group to foreign exchange fluctuations of the Ringgit against the US Dollar. While the latter is beyond our
control, the Group recognises the need to proactively mitigate currency exposure risks. As such, we will continue to adopt an agreed
fixed exchange rate with our headquarters to reduce our risk exposure to currency fluctuations. The rate is determined based on the
forecasted rates of major reputable banks.
We take pride in providing equal employment opportunities, where staff are recruited, retained and rewarded based on merit. We
also continue to champion multi-culturalism and gender diversity, which are core components of our overall talent management and
development strategies.
The effectiveness of our talent related policies is reflected in the present composition of our staff, which reflects a rich cultural and ethnic
diversity as provided:
Executive
Age Range Below 30 Between 31 – 40 Between 41 - 50 Between 51 - 60
Gender F M F M F M F M
Malay 2 3 10 2 5 3 1 1
Chinese 13 7 36 10 18 10 6 3
Indian 3 0 1 4 2 2 1 0
Others 0 0 0 1 0 0 0 1
Non-Executive
Age Range Below 30 Between 31 – 40 Between 41 - 50 Between 51 - 60
Gender F M F M F M F M
Malay 29 12 23 32 14 19 6 9
Chinese 9 3 10 5 5 2 6 3
Indian 5 7 7 4 6 5 6 5
Others 3 2 2 2 1 0 0 2
We continue to organise various programmes that celebrate the multi-culturalism and diversity of our workforce. These events provide an
occasion to bring our people together and strengthen the bonds between staff.
Creating Opportunities for the Physically Challenged and those with Disabilities
Wherever possible, the Group offers suitable employment opportunities to persons with disabilities, reflecting its equal opportunity spirit.
We have six (6) permanent staff in the Supply Chain Division, working in the warehouse and our shops.
Work-Life Balance
We continue to emphasise on the importance of establishing a healthy lifestyle among our staff, where they achieve a balance between work
and their personal commitments, which includes family time, leisurely pursuits, social connections and more. Ultimately, these are vital in
ensuring the satisfaction and sustainability of our workforce, while directly addressing issues of job frustration, staff attrition and employee
turnover.
Annual Report 2018 031
Sustainability Statement
We encourage our staff to achieve a conflict-of-interest and other supporting required and is solely for the Group’s own
work-life balance via various programmes documents such as company registration use. This includes demographic data and
organised by the employee-led Amway requirement documents. other related information, i.e. income levels,
Sports and Recreation Club (“ASRC”). The spending and consumption patterns. The
ASRC is the Group’s official initiative to The selection of ethical vendors that align consent of our ABOs and consumers are
organise various health, social, sports and
with our business values and principles is sought for any use of consumer data for
other forms of activities for the benefit of
critical to ensure that the Group’s extended marketing or other purposes.
staff. In 2018, the ASRC organised a host
business footprint is sustainable and is
of activities for staff which included (but
creating value from an EES perspective.
not limited to) the following:
Usage of Resources
Moving forward, the Group strives to
maintain and enhance this practice by Paper Usage
Futsal Badminton Yoga continuously vetting this process to ensure
compliance and to continuously work with In 2018, the Group continued to reduce
Team
Building at
ethical business partners. its overall paper usage across the
Zumba Broga Hill organisation. The success of our effort
stems from the continued digitisation of
CONFIDENTIALITY OF
Water Virtual Reality internal and external business processes
Rafting Game INFORMATION (DATA
and materials. This included the use of
PRIVACY)
electronic/online versions of documents,
We continue to respect ABO and consumer printed materials, etc., which is a far
privacy and take reasonable measures to more sustainable alternative compared to
Vendor Management & ensure the security of the personal data that printed materials.
Procurement Practices we collect, store, process or disseminate.
In FY2018, we have reduced printed
As part of the compliance process In accordance with local laws, the Group versions of our publication called Amagram
implemented within the Group, vendors complies with the Personal Data Protection by close to 43% to 2.20 million copies
are required to declare any conflict of Act 2010 (“PDPA”). Data collection is (FY2017: 3.85 million copies), which
interest by signing a declaration of non limited to information that is absolutely resulted in savings of about RM291,000.
032 Amway (Malaysia) Holdings Berhad
Sustainability Statement
This was achieved as more ABOs became materials are aggregated at various central and gain experience working in a
aware and opted for the electronic version. collection points and is then retrieved by multinational corporation.
designated recyclers.
Apart from the eAmagram, other digitised In 2018, we apprenticed three (3) youths
versions of conventional paper documents We are committed towards further reducing from 15 May to 15 October. The apprentices
such as the eAchieve, eIncome statement, our environmental footprint and will seek gained exposure in various roles within
eTax statement and eCP58 statements also out other resource-saving initiatives. the Group on a rotation basis through
contributed to reduced paper consumption. placements in departments such as
We also introduced our Online Platinum Marketing & Communications, Facilities,
Reports, which allow our ABO Leaders to Community Relations & Human Resource, Warehouse, Corporate
access their business information and track Community Empowerment Affairs and Customer Service.
their downlines’ progress in real time.
The Group’s Corporate Social Responsibility
Power Usage activities are centred on creating a legacy
that is sustainable; that is to provide a
We continued with our Group-wide initiative long-term multiplier effect that delivers
to switch to LED lighting, which contributed socio-economic benefits across various
to the reduction of power consumption and strata of society.
thereby electricity costs. The initiative has Power of 5 Programme
cascaded beyond Amway HQ to our shops
nationwide and is especially evident in our
We continued to actively implement
programmes to engage the larger
>RM600,000
of donation collected to tackle
refurbished stores. community through various strategic and
childhood malnutrition in FY2018
uplifting events that impact both children
In FY2018, we successfully reduced and young adults. Power of 5
electricity consumption by over 22,000kWh
in the office and over 37,000kWh in the Projek HeadSTART The Nutrilite Power of 5 campaign, launched
warehouse. This resulted in savings of in 2014, is designed to create and build
more than RM30,000. Projek HeadSTART continues to offer awareness on the issue of malnutrition in
2018
apprenticeship training and opportunities children, especially during their first five
to 18-year-olds from underprivileged (5) years of life.
backgrounds. Implemented in 2015 with
Power Savings the cooperation of the Social Welfare This is crucial because the latter is a vital
(KwH) Department, this 6-month programme growth period for them, which makes
transitions the post-Sijil Pelajaran Malaysia these children especially vulnerable to
>22,000kWh (HQ)
(“SPM”) participants to live independently malnutrition. Insufficient essential nutrients
>37,000kWh (Warehouse)
Attributed Cost
Savings (RM)
>RM30,000
Recycling
Sustainability Statement
NUTRILITETM
More than 1,500 ABOs turned up for the launch and rooftop
party (complete with live music and mini concert) of essentials
by ARTISTRY, a collection of skincare products that uniquely
addresses the dermatological needs of young skin. Made from
Nutrilite’s Acerola Cherry extract and the best botanical ingredients,
the collection treats oily skin, acne and enlarged pores – skin
problems that are very common among those aged 18–25 years
old. The attendees were also offered the chance to sample the
collection and were encouraged to share their experience on social
media with the hashtag #my1stARTISTRY and #My1stRoofTopParty.
More than 16,000 ABOs, their guests and members of the public
made their way to the 2018 National Convention to celebrate and
acknowledge the contribution of the women in their lives. Themed
“Be More”, the event featured top female leaders from Hong Kong,
South Korea and Malaysia who shared their Amway experience and
how the business had changed their lives and the lives of their family
for the better. The rousing speeches also encouraged and motivated
the attendees to break out of their comfort zone and live life to the
fullest.
038 Amway (Malaysia) Holdings Berhad
Aspiring To Be A
Young Entrepreneur?
OCTOBER 2018
EX8, Subang Jaya
Nearly 3,000 attendees attended this year’s ARTISTRY Beauty Following 2017’s successful launch of studioABO LIVE, a learning
Camp to learn the latest in beauty advancements. The key speakers resource created by the company together with ABO Leaders,
were Dr. Jeff North, Skincare & Cosmetic Specialist and Product Amway took it to the next level by launching studioABO LIVE Module 2:
Development Group Manager; Jenny Lee, Lead Researcher of the Success with Products. studioABO is designed to help ABOs achieve
ARTISTRY Skin Analyzer and DERMASONIC; as well as Double goals and grow sustainable businesses. The attendees picked up
Diamond Christmas Sathianwarraporn from Amway Thailand useful information such as how to grow loyal buyers, responsible
and Double Diamond Hyojin Shim from Amway Korea. ABOs selling and the sharing of brand values, among others.
discovered the three (3) WHYs: ‘WHY Personalisation?’, ‘WHY
Serum?’ and ‘WHY ARTISTRY?’, four (4) new Signature Solutions
and learnt insider tips from two (2) of the best ARTISTRY retailers
in the world as well as about the new SIGNATURE SELECT
Personalized Serum.
040 Amway (Malaysia) Holdings Berhad How We Are Governed
Corporate Information
Directors’ Profiles
Dato’ Ab. Halim Bin Mohyiddin (Dato’ Ab. Halim) was appointed He is a member of the Malaysian Institute of Certified Public
Director of Amway (Malaysia) Holdings Berhad (“AMHB”) on 25 Accountants (“MICPA”) and Malaysian Institute of Accountants
November 2002. He was appointed the Chairman of AMHB on (“MIA”). He is currently the Chairman of the Education and Training
12 January 2006 and is also the Senior Independent Director of Committee of MICPA. He served as a member of the Education
AMHB. He has been the Audit Committee Chairman since 2002 Committee of the International Federation of Accountants (“IFAC”)
and was re-designated as a member on 26 February 2018. He from 2001 to 2005. He was the President of MICPA from 2004 to
also serves as a member of the Remuneration Committee and 2007 and a council member of MIA from 2001 to 2007.
Nominating Committee.
Presently, he is a Board member of KNM Group Berhad, Petronas
He graduated with a Bachelor of Economics (Accounting) Gas Berhad and MISC Berhad.
from Universiti Malaya in 1971 and thereafter joined Universiti
Kebangsaan Malaysia as a Faculty member of the Faculty of Save as disclosed, Dato’ Ab. Halim does not hold any directorship
Economics. He obtained his Master of Business Administration in other public companies and listed issuers.
from University of Alberta, Canada in 1973. He retired from KPMG/
KPMG Desa Megat & Co. in 2001, a firm he joined in 1977, and Dato’ Ab. Halim is a shareholder of the Company. He does not have
was made partner of the firm in 1985. He had his early accounting any family relationship with any Director and/or major shareholder
training in both Malaysia and the United States of America. of the Company and has no conflict of interest with the Company.
He has no conviction for any offences within the past five years,
At the time of his retirement, he was Partner-in-Charge of the nor public sanction or penalty imposed by the relevant regulatory
Assurance and Financial Advisory Services Divisions and was also bodies during the financial year.
looking after the Secured eCommerce Practice of the Firm.
Dato’ Ab. Halim attended all four Board meetings held during the
financial year ended 31 December 2018.
042 Amway (Malaysia) Holdings Berhad
Directors’ Profiles
Michael Jonathan Duong (Mr. Mike Duong) was appointed Director Mr. Mike Duong is not a shareholder of the Company. He does
of Amway (Malaysia) Holdings Berhad (“AMHB”) on 1 January not have any family relationship with any Director and/or major
2017. He was also appointed Director of Amway (Malaysia) Sdn. shareholder of the Company and has no conflict of interest with
Bhd. (“AMSB”) and Amway (B) Sdn. Bhd. (“ABSB”) on 1 January the Company. He has no conviction for any offences within the past
2017. On 1 May 2018, he took over the helm as the Managing five years, nor public sanction or penalty imposed by the relevant
Director of AMHB, AMSB, ABSB and Amway (Singapore) Pte. Ltd. regulatory bodies during the financial year.
He started his career with Amway as the Director of Internal Audit, Mr. Mike Duong attended all four Board meetings held during the
Director of Amway Business Services Asia Pacific, and Director financial year ended 31 December 2018.
of Strategy & Planning Asia Pacific from 2008 to 2015. Prior to
his employment with Amway, Mr. Mike Duong worked with Boeing
from 1997 to 2008. His last post with Boeing was as the Senior
Manager of Global Financial Services.
Mr. Mike Duong does not hold any directorship in other public
companies and listed issuers.
Annual Report 2018 043
Directors’ Profiles
Low Han Kee (Mr. Low) was appointed Director of Amway Presently, he is a Board member of Leong Hup International
(Malaysia) Holdings Berhad (“AMHB”) and Amway (Malaysia) Sdn. Berhad.
Bhd. (“AMSB”) on 6 June 1996 and 16 October 1995 respectively.
Save as disclosed, Mr. Low does not hold any directorship in other
He joined AMSB in 1990 as Divisional Manager of the Finance & public companies and listed issuers.
Administration Division and was promoted to General Manager in
1993 before being appointed as the Managing Director in 1998, a Mr. Low is not a shareholder of the Company. He does not have
position which he retired from on 31 January 2016. He also served any family relationship with any Director and/or major shareholder
as Managing Director of AMHB from 1998 until his retirement on of the Company and has no conflict of interest with the Company.
31 January 2016. He was also a Director of Amway (B) Sdn. Bhd. He has no conviction for any offences within the past five years,
nor public sanction or penalty imposed by the relevant regulatory
He qualified as a Certified Public Accountant in 1984 whilst bodies during the financial year.
serving in Ernst & Whinney (now known as Ernst & Young), an
international accounting firm. He has since accumulated more than Mr. Low attended all four Board meetings held during the financial
30 years of financial expertise, having held senior finance positions year ended 31 December 2018.
in companies listed on Bursa Malaysia Securities Berhad (“Bursa
Securities”), including Mulpha International Trading Corporation
Berhad, a group involved in trading, construction and engineering,
where he last held the position of Group Chief Accountant, from
1985 to 1990 before leaving to join AMSB.
044 Amway (Malaysia) Holdings Berhad
Directors’ Profiles
Scott Russell Balfour (Mr. Scott Balfour) was appointed Director Prior to joining Alticor in 1998, he spent eight years as a Senior
of Amway (Malaysia) Holdings Berhad on 15 January 2004. He Foreign Legal Consultant for the law firm of Kim & Chang in Seoul,
is the Chairman of the Remuneration Committee and a member South Korea. His clients included Amway, Citibank, Pepsico, Morgan
of the Audit Committee. He has been the Nominating Committee Stanley, Nike, McDonald, Gerber, Unilever, P&G and Duracell to
Chairman since 2014 and was re-designated as a member on name a few.
26 February 2018.
He graduated with a Bachelor of Science Degree from Michigan
He is a member of the American, Michigan and Grand Rapids Bar State University in 1983. After serving in the US military, he
Associations. He has authored several articles regarding Korean attended the University of Detroit where he received a Juris
and Asian jurisprudence and co-authored the book entitled “Korean Doctorate Degree cum laude in 1990. He is a member of the Board
Labor and Employment Laws”. of Directors of the West Michigan World Affairs Council.
Currently, he is also the Vice President and Deputy General Counsel- Mr. Scott Balfour does not hold any directorship in other public
Lead Regional Counsel Asia and Greater China Regions and Vice companies and listed issuers.
President-Global Business Conduct and Rules of Alticor Inc. He
coordinates and oversees Alticor’s diverse legal issues for all of Mr. Scott Balfour is not a shareholder of the Company. He does
its Asian affiliates, including Australia, China, Korea, Hong Kong, not have any family relationship with any Director and/or major
India, Indonesia, Japan, Malaysia, New Zealand, the Philippines, shareholder of the Company and has no conflict of interest with
Singapore, Taiwan, Thailand and Vietnam. Mr. Scott Balfour also the Company. He has no conviction for any offences within the past
leads a legal team responsible for global compliance and issues in five years, nor public sanction or penalty imposed by the relevant
direct selling law, customs and rules governing more than three regulatory bodies during the financial year.
million Amway Business Owners.
Mr. Scott Balfour attended all four Board meetings held during the
financial year ended 31 December 2018.
Annual Report 2018 045
Directors’ Profiles
Mohammad Bin Hussin (En. Mohammad) was appointed Director Presently, En. Mohammad is a Board member of the Federation
of Amway (Malaysia) Holdings Berhad on 10 June 2009. of Investment Managers Malaysia and Amanah Saham Nasional
Berhad.
He obtained a Bachelor of Business Administration from University
of Portland, Oregon, United States of America in 1986, and later Save as disclosed, En. Mohammad does not hold any directorship
gained a Master of Business Administration from Cranfield in other public companies and listed issuers.
University, United Kingdom in 1990.
En. Mohammad is not a shareholder of the Company. He does
He is currently the Chief Executive Officer and Executive Director not have any family relationship with any Director and/or major
of Amanah Saham Nasional Berhad. Prior to his current position, shareholder of the Company and has no conflict of interest with
he had previously held various senior management positions in the Company. He has no conviction for offences within the past
Permodalan Nasional Berhad. five years, nor public sanction or penalty imposed by the relevant
regulatory bodies during the financial year.
From 1990 to 2002, he held various management positions in
several corporations including Edaran Otomobil Nasional Berhad En. Mohammad attended all four Board meetings held during the
and UMW Toyota Sdn. Bhd. financial year ended 31 December 2018.
046 Amway (Malaysia) Holdings Berhad
Directors’ Profiles
Tan Sri Faizah Binti Mohd Tahir (Tan Sri Faizah) was appointed Presently, Tan Sri Faizah is a Board member of Goodyear Malaysia
Director of Amway (Malaysia) Holdings Berhad on 8 May 2014. Berhad. She is also the Chairman of OrphanCare Foundation and
She has been a member of the Audit Committee since 8 May 2014 Yayasan Sejahtera, and sits on the Board of Trustees of Yayasan
and was re-designated the Chairperson of the Audit Committee on Kebajikan Negara Malaysia and Temasek Foundation International
26 February 2018. (formerly known as Temasek Foundation), Singapore.
She graduated with a Bachelor of Economics (Honours) from Save as disclosed, Tan Sri Faizah does not hold any directorship in
Universiti Malaya. She obtained a Master of Arts (Development other public companies and listed issuers.
Economics) from Williams College, United States of America.
Tan Sri Faizah is not a shareholder of the Company. She does
She joined the Economic Planning Unit (“EPU”), Prime Minister’s not have any family relationship with any Director and/or major
Department in 1973 and served in the Agriculture, Distribution and shareholder of the Company and has no conflict of interest with the
Human Resource Sections in various capacities. Her last position Company. She has no conviction for any offences within the past
in EPU was as Director, Trade and Industry Section before she five years, nor public sanction or penalty imposed by the relevant
was promoted to the post of Secretary-General of the Ministry of regulatory bodies during the financial year.
Women, Family and Community Development, which she held from
2001 until her retirement in 2009. Tan Sri Faizah attended all four Board meetings held during the
financial ended 31 December 2018.
Annual Report 2018 047
Directors’ Profiles
Dato’ Abdullah Thalith Bin Md Thani (Dato’ Abdullah) was Currently, he is a Board member of AmFirst Real Estate
appointed Director of Amway (Malaysia) Holdings Berhad on Investment Trust.
15 May 2015. He also serves as a member of the Audit Committee
and Remuneration Committee. Save as disclosed, Dato’ Abdullah does not hold any directorship in
other public companies and listed issuers.
He graduated with a Bachelor of Surveying (Property Management)
from Universiti Teknologi Malaysia in 1978. He holds a Master of Dato’ Abdullah is not a shareholder of the Company. He does
Science (Business Studies) from University of Salford in 1993. not have any family relationship with any Director and/or major
shareholder of the Company and has no conflict of interest with
Dato’ Abdullah started his career as a Valuation Officer in the the Company. He has no conviction for any offences within the
Valuation and Property Services Department, Ministry of Finance, past five years, nor public sanction or penalty imposed by the
in 1978. His career in the Ministry saw him serve in various relevant regulatory bodies during the financial year.
capacities including as District Valuer, State Director, Director
of National Institute of Valuation, Director of National Property Dato’ Abdullah attended all four Board meetings held during the
Information Centre (“NAPIC”), Deputy Director General and financial year ended 31 December 2018.
subsequently the Director General of the Department in 2006. He
retired from public service in 2012.
048 Amway (Malaysia) Holdings Berhad
Directors’ Profiles
Abd Malik Bin A Rahman (En. Abd Malik) was appointed Director En. Abd Malik is currently the Chairman of Affin Hwang
of Amway (Malaysia) Holdings Berhad on 1 January 2019. He is Investment Bank Berhad, a Board member of Affin Bank Berhad,
the Chairman of the Nominating Committee and a member of the Affin Holdings Berhad, Affin Hwang Asset Management Berhad,
Audit Committee. Boustead Heavy Industries Corporation Berhad, Lee Swee Kiat
Group Berhad and Mah Sing Group Berhad.
He is a Chartered Accountant member of the Malaysian Institute of
Accountants. He is also a Fellow of the Association of Chartered Save as disclosed, En. Abd Malik does not hold any directorship in
Certified Accountants (UK), a member of the Malaysian Institute other public companies and listed issuers.
of Certified Public Accountants and a member of the Certified
Financial Planners (USA). He is a member of both the Malaysian En. Abd Malik is not a shareholder of the Company. He does
Institute of Management and Chartered Management Institute (UK). not have any family relationship with any Director and/or major
shareholder of the Company and has no conflict of interest with
He has held various senior management positions in Peat Marwick the Company. He has no conviction for any offences within the past
Mitchell & Company (currently known as KPMG), ESSO Group of five years, nor public sanction or penalty imposed by the relevant
Companies, Colgate-Palmolive (M) Sdn Bhd, Amway (Malaysia) regulatory bodies during the financial year.
Sdn Bhd, FIMA Metal Box Berhad and Guinness Anchor Berhad.
He was the General Manager, Corporate Services of Kelang Multi En. Abd Malik did not attend any board meetings of the Company
Terminal Sdn Bhd (currently known as Westports Malaysia) from held during the financial year ended 31 December 2018 as he was
1994 until 2003. appointed to the Board on 1 January 2019.
Annual Report 2018 049
Directors’ Profiles
Datin Azreen Binti Abu Noh (Datin Azreen) was appointed Datin Azreen is currently a Board member of Ta Win Holdings
Director of Amway (Malaysia) Holdings Berhad on Berhad.
26 February 2019.
Save as disclosed, Datin Azreen does not hold any directorship in
She graduated with a Bachelor Degree of Law (LLB) from other public companies and listed issuers.
Universiti Kebangsaan Malaysia and was admitted as an Advocate
and Solicitor of the High Court of Malaya in 1996. Datin Azreen is not a shareholder of the Company. She does
not have any family relationship with any Director and/or major
Currently, Datin Azreen is the Managing Partner of Messrs Firuz shareholder of the Company and has no conflict of interest with
Jaffril, Aidil & Zarina specialising in litigation and arbitration, the Company. She has no conviction for any offences within the
particularly in corporate, commercial and conveyancing. She is past five years, nor public sanction or penalty imposed by the
also the Managing Director of Deluxe Merchant Sdn Bhd where relevant regulatory bodies during the financial year.
she accumulated vast entrepreneurial experience in the food and
beverage business. Datin Azreen did not attend any board meetings of the Company
held during the financial year ended 31 December 2018 as she was
In addition, Datin Azreen is also an advocate for empowering appointed to the Board on 26 February 2019.
awareness for children with learning disabilities including dyslexia.
In 2017, Datin Azreen was awarded the “Personaliti Industri dan
Usahawan Malaysia” award by NiagaTimes for her immense
contribution in the food and beverage sector.
050 Amway (Malaysia) Holdings Berhad How We Are Governed
Ng Ai Lee (Ms Ng) was appointed as Kok Lay Cheng (Ms Kok) joined Amway Wong Choom Yee (Ms Wong) joined
Amway Malaysia’s Head of Finance in June Malaysia as its Regional Sales Manager in Amway Malaysia as the Head of Human
2014, and assumed her present position 2011, and progressed to Head of Sales in Resources in February 2017. She is in
as Chief Financial Officer (“CFO”) in May July 2016. Leading the Sales Division, her charge of implementing Amway Malaysia’s
2017. As CFO, Ms. Ng is responsible for team is collectively responsible for various human resource strategies which include
all financial related matters of the Group Amway Business Owner (“ABO”) matters, talent management and development,
including financials, tax, treasury and risk with the key areas being ABO Business retention, facilities and other matters related
management operations. She brings over Relations, Business Transformation, Sales to human capital towards supporting the
21 years of finance related experiences Administration, ABO Training, Business Group’s overall strategic objectives. Ms
having worked in similar capacities Conduct and Rules, ABO Records and Wong brings with her more than 20 years of
with various large and multinational Special Events. She holds a degree in experience, having helmed a full spectrum
companies in Malaysia and Singapore. Food Technology from Universiti Sains of human resource functions in leading
These include companies involved in Malaysia and has many years of experience organisations in the cement, power and
audit, pharmaceuticals, trading and in sales and sales management in the telecommunications industries. She holds
manufacturing. Ms Ng holds a Bachelor of pharmaceutical industry. professional qualifications from the Institute
Accounting from University of Malaya. She of Chartered Secretaries and Administrators
is also a member of the Malaysian Institute (“ICSA”) and a Diploma in Human Resources
of Accountants (“MIA”) and Malaysian Management from the Malaysian Institute of
Institute of Certified Public Accountants Human Resource Management.
(“MICPA”).
This Corporate Governance Overview Statement (“CG Overview Statement”) is intended to reflect how the Group has achieved the
following in FY2018:
A comprehensive disclosure of Amway’s overall approach and specific practices pertaining to corporate governance is given in the
Company’s FY2018 Corporate Governance Report (“CG Report”). The CG Report provides a detailed account on how Amway has applied
or departed (and has adopted an alternative approach) in relation to the individual practices set out by the MCCG.
The CG Report is published at the same time as Amway’s Annual Report 2018 and can be accessed via www.amway.my.
Hence, this CG Overview Statement should be read together with our CG Report. This statement has been prepared in accordance to
Bursa Malaysia Securities Berhad (“Bursa Securities”)’s Main Market Listing Requirements (“Listing Requirements”).
In FY2018, Amway has complied with all practices under the MCCG with the exception of the following:
PRACTICE DESCRIPTION
Practice 7.2 The Board discloses on a named basis the top five senior management’s remuneration component including
salary, bonus, benefits-in-kind and other emoluments in bands of RM50,000.
Practice 12.3 Listed companies with a large number of shareholders or which have meetings in remote locations should
leverage on technology to facilitate:–
• including voting in absentia; and
• remote shareholders’ participation at General Meetings.
The reasons for the departure as well as alternative practices applied are given in the CG Report.
052 Amway (Malaysia) Holdings Berhad
BOARD CHARTER
In executing its duties, the Board is guided by its Board Charter. The Board Charter clearly defines the Board’s duties as well as that of
its Board Committees, limits of authority as well as other pertaining matters that are reserved for the Board. The duties of the Chairman,
individual directors in their capacities as Independent or Non-Independent Directors and the role of the Managing Director (“MD”) (which
is separate and distinct from the role of the Chairman) are also clearly defined in the Board Charter.
Our focus areas for corporate governance in FY2018 was strengthening board leadership and effectiveness by making necessary revisions
to the Board Charter. Subsequently, revisions were also made to the respective Terms of Reference (“TOR”) of the Board Committees
namely, the Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”).
In particular, the AC has been strengthened with several changes to its TOR pertaining to the Chairman of the Committee such that the
Chairman of the AC shall not be the Chairman of the Board and no former key audit partner shall be appointed as a member of the AC
before observing a cooling-off period of at least two years.
Amway’s Board Charter and the TORs for Amway’s Board Committees are available at www.amway.my.
Annual Report 2018 053
I. Board Responsibilities
Governance Framework
Stakeholders Engagement
Board of
Directors
Board oversight,
stewardship,
delegated authority
and responsibility
Audit Nominating Remuneration
Committee Committee Committee
MANAGING
Engagement
Director
Engagement,
Risk management Executive
responsibility and
Committee Committee
accountability
The Board has a robust governance framework that encompasses all levels in the Group. The framework provides for strong
oversight at working, supervisory and management levels as well as Board level.
The Board plays an active role in charting the strategic direction of the Group. The following are the key aspects of the Board’s role
in providing effective leadership, governance and oversight for Amway:
• Reviewing and adopting a strategic plan for the Group towards achieving an appropriate balance between long term growth
and short term business targets and safeguarding shareholder value and interests;
• Reviewing the Group’s unaudited quarterly financial results and annual audited financial statements;
• Evaluating the adequacy and effectiveness of the system of internal control and risk management processes and mitigating
measures to address financial, operational and business risks;
054 Amway (Malaysia) Holdings Berhad
• Ensuring that the Board has capable and qualified members with diverse backgrounds and skills and the establishment of
appropriate roles for the Board and Board Committees;
• Ensuring a collaborative and constructive relationship between the Board and Senior Management;
• Overseeing the development and implementation of investor relations programme for the Group; and
• Reviewing and determining the remuneration of the Board, MD and Senior Management to ensure that the compensation
offered is competitive and aligned with the Group’s Remuneration Packages.
Effective leadership and management is also established via Amway’s set of guidelines, policies, procedures and certainly the
Group’s corporate values. The following constitutes key components of our governance framework which guide the Board in the
execution of its duties:
The Board regularly reviews its governance framework in response to developments in the regulatory space as well as per the
Group’s evolving requirements. It also is cognisant of the key role it plays while discharging its fiduciary and leadership duties.
Annual Report 2018 055
Chairman • Providing leadership for the Board to ensure it executes its responsibilities effectively.
• Helming the Board towards ensuring good corporate governance within the Group.
• Facilitates healthy discussion and deliberation at Board meetings and ensures all Board members
participate actively.
• Sets Board agenda and ensures Board Members receive all required information in a timely manner
prior to meetings.
Independent Directors • Safeguarding the interests of shareholders and bringing an independent, non-biased perspective on
matters discussed by the Board.
• Specifically looking into matters of corporate governance within the Group while providing an
independent perspective of the proposals and plans put forward by the MD.
• Monitor the areas of discussion, notably on those where potential conflicts of interests situations may
arise.
Non-Executive Directors • Serve as a bridge between the Management, shareholders and other stakeholders.
• Provide the relevant checks and balances, focusing on shareholders’ and other stakeholders’ interests
while ensuring that high standards of corporate governance are applied.
Managing Director • Ensures effective implementation of the strategic direction set by the Board.
• Develops tangible business targets and goals towards translating Board directives into achievable
results.
• Develops and ensures the execution of day-to-day operational strategies together with the Management
team.
• Accountable to the Board for the overall performance of the Group and the observance of Management’s
limits.
There is a formal schedule of matters reserved for the Board’s decision except if the Board chooses to delegate determination and/
or approval of any such matter to the respective Board Committees or Senior Management.
These include strategic issues and planning, performance reviews, capital expenditures, authority levels, risk management,
appointments of external auditors, announcements to Bursa Securities and approval of the financial statements as well as the
adequacy and integrity of internal controls, of the Company and the Group.
The Board may alter the matters reserved for its decision, subject to the limitations imposed by the Constitution and the law.
The Board is ably supported by the MD and Senior Management, which provide it with the necessary information and support to
develop comprehensive perspectives on strategic matters and issues so as to chart robust and sustainable business strategies
and policies to guide the Group’s operations. These strategies cover a wide range of areas including, but not limited to, audit, risk,
business plan, talent development and others.
There is a clear delineation of roles and functions between the Board and Senior Management to ensure that the strategic operations
and day-to-day operations of the Group are well managed.
The MD together with the Senior Management oversee day-to-day management of the Group which include financial, business and
operational matters within the prescribed limits of authority and in accordance with the Group’s standard operating procedures.
Their role encompasses developing operational strategies and setting key performance indicators (“KPIs”) to realise the approved
business plan for the year. In executing their roles, the Senior Management is supported by the rest of the management personnel
and staff.
The Board however, retains the ultimate responsibility for decision making and is responsible for the oversight and stewardship of
the Group.
The Board has full and unrestricted access to all information pertaining to the Group’s business and affairs. The Board is provided
with relevant information and reports on financial, operational, corporate, regulatory, business development and audit matters,
by way of board reports or upon specific requests, for more informed decision making and effective discharge of the Board’s
responsibilities.
The agenda and board papers are circulated to the Board members at least five (5) business days prior to Board and Board
Committee meetings, to allow sufficient time for the Board to review, consider and deliberate knowledgeably on the issues and,
where necessary, to obtain further information and explanation to facilitate informed decision making.
The Senior Management of the Group and external advisers are invited to attend Board meetings to provide additional insights and
professional views, advice and explanations on specific items on the meeting agenda.
Directors may also obtain independent professional advice at the Group’s expense, if considered necessary, in accordance with the
established procedures set out in the Charter in furtherance of their duties.
The Company Secretaries work closely with the Management to ensure that there are timely and appropriate information flows to
the Board and Board Committees, and between the Non-Executive Directors and Management. Directors have unrestricted access
to the advice and services of both the Company Secretaries. The role of the Company Secretaries has been strengthened with
enhancements made to the Board Charter.
The Board is engaged on all announcements made by the Group to Bursa Securities.
Annual Report 2018 057
Following is a summary of matters addressed by the Board either directly or via its respective Board Committees:
The Board currently comprises nine (9) directors, eight (8) of which are Non-Executive Directors. The MD is the sole Executive
Director on the Board. Of the eight (8) Non-Executive Directors, five (5) are Independent Directors. Currently, no alternate Director
have been appointed in respect of any of the Directors.
The Board collectively brings a diverse range of skills, expertise, qualification, background and experience to Amway. The Board
composition reflected both ethnic and gender diversity, which we believe is valuable in ensuring a rich spectrum of views and
opinions to facilitate more comprehensive discussions and a more robust decision making process.
The Board considers that the Directors have the necessary range of skills, knowledge and experience necessary to direct the Group.
These include key areas such as corporate planning, risk management, financial (including audit, tax and accounting), legal, business
acumen and entrepreneurial capabilities. The Board also believes that its present composition represents an adequate balance of
Executive and Non-Executive Directors to safeguard shareholders’ interest and facilitate effective decision making.
Dato’ Ab. Halim Bin Mohyiddin has indicated that he will be retiring as the Chairman and Senior Independent Non-Executive Director
(“Senior INED”) upon the conclusion of the Twenty Fourth (“24th”) Annual General Meeting (“AGM”) which will be held on 29 May
2019. Hence, the Company will not have any Director serving a cumulative period beyond nine years after the conclusion of the 24th
AGM.
Taking into consideration the balance of our Board composition in terms of gender ratio as well as ensuring a majority of Independent
Directors, Amway has appointed Abd Malik Bin A Rahman on 1 January 2019 and Datin Azreen Binti Abu Noh on 26 February 2019
as Independent Non-Executive Directors (“INED”).
Upon the retirement of Dato’ Ab. Halim Bin Mohyiddin from the Board, 25% of the Board will consist of female directors, with two
(2) female directors out of eight (8) Board members.
As part of the succession plan, Tan Sri Faizah Binti Mohd Tahir will be appointed as the Board’s Chairperson and RC member on the
same day.
058 Amway (Malaysia) Holdings Berhad
SKILL/COMPETENCE DESCRIPTION
Leadership Overall stewardship of the Group, strategy formulation, strong and established business networks
and corporate management experience.
Entrepreneurial acumen Business development, assessment of existing and emerging opportunities.
Sustainability and Stakeholder Governmental relations, community and investor relations, and corporate governance.
management
Finance and corporate Accounting, audit, legal, financial literacy, economics and business administration.
BOARD INDEPENDENCE
As at 31 December 2018, four (4) of the eight (8) Directors were Independent Directors. The Board composition then and the
current composition not only exceed the one-third (1/3) requirement as set out under the Listing Requirements but also comply with
Practice 4.1 of the MCCG which stipulates that at least half of the Board comprises Independent Directors. In strengthening Board
independence, the Board Charter was also amended to this effect in February 2018.
The profile of each Director is set out in the Directors’ Profiles section of this Annual Report.
The Board reviews the independence of directors before they are appointed, on an annual basis and at any other time where the
circumstance of a director changes and reassessment is warranted. Director independence is essentially assessed based on the
criteria set out in paragraph 1.01 of the Listing Requirements.
Following its annual assessment, the NC is satisfied that in FY2018, all Independent Directors of Amway had demonstrated a high
level of independence and have acted, to the best of their abilities, in the interest of the Group. In justifying its decision, the NC
is entrusted to assess the directors’ suitability to continue as an Independent Non-Executive Director based on the criteria for
independence.
SENIOR INED
In FY2018, the Company’s Chairman, Dato’ Ab. Halim Bin Mohyiddin was the Senior INED and provides an independent point of
contact for shareholders.
Upon his retirement on 29 May 2019, Tan Sri Faizah Binti Mohd Tahir will be re-designated as the Senior INED.
CONFLICT OF INTEREST
In the event of conflict of interest, the Board has established processes for declaring and monitoring actual and potential conflicts.
The Code of Ethics is available for view at www.amway.my.
BOARD COMMITTEES
In effectively discharging its duties, the Board has established relevant Board Committees where specific powers of the Board are
delegated to these Committees as well as the Management.
Annual Report 2018 059
COMMITTEE RESPONSIBILITIES
AC • Oversees the financial reporting process.
• Assesses the effectiveness of the system of internal control and risk management processes.
• Reviews the independence of internal and external auditors, and the performance of the audit functions.
NC • Assesses the effectiveness of the Directors, Board and its Committees.
• Proposing new nominees to the Board and Board Committees.
• Assesses the independence of the Independent Directors.
RC • Recommend Directors’ fees and allowances of the Non-Executive Directors taking into account their
responsibilities and time commitment.
• Recommend the remuneration package of the Executive Directors and Senior Management based on individual
performance and that of the Group.
All Committees report to the respective Chairman of each committee. The Chairman in turn reports to the Board to keep the Board
members appraised of matters discussed at the Committee level.
The AC
The Board’s AC comprises exclusively of Non-Executive Directors, a majority of whom are Independent Directors. Tan Sri Faizah
Binti Mohd Tahir, who has been a member of the AC since 8 May 2014, was re-designated as the AC Chairperson effective
26 February 2018. The re-designation is in line with Practice 8.1 of the MCCG which states that the Chairman of the AC is not the
Chairman of the Board.
Following Tan Sri Faizah Binti Mohd Tahir’s re-designation as the Board’s Chairperson upon the conclusion of the 24th AGM, she
will be re-designated as an AC member and Abd Malik Bin A Rahman will be re-designated as the AC Chairman on the same day to
ensure continued compliance with Practice 8.1.
The AC is responsible for ensuring that the financial statements of the Company and Group have been made out in accordance
with the provisions of the Companies Act 2016 (“the Act”) and applicable accounting standards; and that these provide a balanced
and fair view of the financial state and performance of the Company and Group. Through the AC, the Board entrusts the Risk
Management Committee (“RMC”) with the overall responsibility for overseeing the risk management activities of the Group.
The RC
The Board’s RC comprises exclusively of Non-Executive Directors, a majority of whom are Independent Directors. Scott Russell
Balfour has been the RC Chairman since 2016.
The RC is responsible for establishing the framework to review and determine the remuneration packages of the Executive Director,
Non-Executive Directors and Senior Management towards attracting and retaining high-calibre and experienced individuals to
support the Group’s growth plans going forward.
The NC
The Board’s NC comprises exclusively of Non-Executive Directors, a majority of whom are Independent Directors. On
26 February 2018, Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham was re-designated as the NC Chairman and Scott Russell Balfour was
re-designated as NC member. This is in line with Practice 4.7 of the MCCG which requires the listed issuer to have an Independent
Director as the Chairman of the NC.
060 Amway (Malaysia) Holdings Berhad
Upon resignation of Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham on 1 January 2019, the Board has appointed Abd Malik Bin A
Rahman as the NC Chairman. As part of the succession plan, Abd Malik Bin A Rahman will be re-designated as NC member and
Dato’ Abdullah Thalith Bin Md Thani will be appointed as the NC Chairman upon the conclusion of the 24th AGM.
The NC is tasked with specific terms of reference to assist the Board to identify, consider and recommend suitable individuals for
appointment as Directors of the Board and Board Committees, identifying training programmes for the Board and review of the
Board’s succession planning and assessing the Directors on an ongoing basis.
The Terms of Reference of the NC can be found at our website www.amway.my. The activities of the NC during the year include
the following:
• Reviewed and assessed the mix of skills, experience, size and composition of the Board of Directors;
• Reviewed and assessed the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each
individual Director including his/her time commitment, character, experience, integrity and competency;
• Assessed the independence of the Independent Directors based on criteria set out in the Listing Requirements;
• Reviewed the character, experience, integrity, competency and time to effectively discharge the roles of the MD and Chief
Financial Officer (“CFO”);
• Reviewed and recommended the re-election of Scott Russell Balfour and Mohammad Bin Hussin who were subject to
retirement by rotation;
• Reviewed and recommended Dato’ Ab. Halim Bin Mohyiddin and Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham to continue
in office as INEDs; and
• Reviewed and recommended the appointment of Abd Malik Bin A Rahman as the new board member, NC Chairman and AC
member effective 1 January 2019.
The NC held three (3) meetings during FY2018. All recommendations of the NC are reported by the NC Chairman at the Board
Meetings. All recommendations are subject to the approval of the Board.
Supporting the Board Committees are the RMC and the Executive Committee (“EXCOM”).
TIME COMMITMENT
The Board recognises that it is necessary for all Directors to allocate sufficient time to effectively discharge their duties. This
includes attending meetings, being able to review Board papers prior to meetings and providing constructive viewpoints. This is in
addition to duties or commitments if the said director serves on any Board Committees. The Board obtains this commitment from
Directors at the time of appointment.
Annual Report 2018 061
In ensuring Directors are able to allocate their time to Amway, the schedule of the meetings is circulated in November of the
previous year to enable the Directors to plan their schedule for the year. Additional meetings may be convened if and when urgent
matters arise between the scheduled meetings.
In accordance to Board policy, Directors seeking to accept any new directorships are required to notify the Chairman, notwithstanding
that Paragraph 15.06 of the Listing Requirements allows a Director to sit on the boards of five (5) listed issuers. At present, no
Directors have more than five (5) directorships at any one time.
Following is the attendance of the Board Members for Board meetings and Board Committee meetings held during FY2018:
*Resigned effective 1 May 2018, only 1 meeting was held prior to his resignation.
062 Amway (Malaysia) Holdings Berhad
All Directors have achieved full attendance for meetings held during FY2018 and have complied with the minimum 50% attendance
requirement in respect of Board meetings as stipulated by the Listing Requirements. The Board is satisfied with the level of time
commitment afforded by its Directors in FY2018 towards fulfilling their roles and responsibilities as Directors of the Group.
BOARD EFFECTIVENESS
The Board and individual members are assessed annually by the NC via a Board Effectiveness Evaluation (“BEE”) exercise. Directors
are assessed based on the following:
The BEE is a periodic exercise undertaken regularly. Having conducted the BEE in FY2018, the Board is satisfied with the outcome
of the BEE. Areas requiring improvements were identified and action plans were recommended to the Board for implementation.
As part of the BEE process, the Board also reviewed the self-evaluation form completed by the MD and CFO. After considering the
Group’s overall performance, the NC is satisfied with the character, experience, integrity, competence and time commitment of the
MD and CFO in the discharge of their roles in FY2018.
BOARD APPOINTMENTS
The NC is responsible for recommending suitable candidates to the Board with the aim of strengthening the Board’s existing skill
matrix and to ensure a constant refreshing of its Directors towards injecting fresh perspectives and ideas while ensuring strong
corporate governance. Candidates are sourced using a wide range of channels, beyond the recommendations of present or former
directors.
In shortlisting and recommending candidates for the Board’s approval, the NC considers the following criteria:
Directors are selected purely on merit. All newly appointed Directors will be given an induction programme to acquaint them with
the Group and its business operations and strategies, as well as on-going activities and any potential issues or developments. This
includes visits to the Group’s significant places of operations and meetings with the Senior Management and relevant staff.
On 1 January 2019, Abd Malik Bin A Rahman was appointed as an INED of the Company. He is the Chairman of the NC and also
serves as a member of the AC.
On 26 February 2019, Datin Azreen Binti Abu Noh was appointed as an INED of the Company.
Annual Report 2018 063
RE-ELECTION OF DIRECTORS
In compliance with the Constitution of the Company, one third (1/3) of the directors shall retire by rotation at each AGM and that a
director who is appointed during the year shall retire at the next AGM. The Constitution further provides that all Directors shall retire
from office at least once in every three (3) years.
As such, Low Han Kee, Abd Malik Bin A Rahman and Datin Azreen Binti Abu Noh are subject to stand for re-election at the
forthcoming AGM. The Board, via its NC, has assessed the said Directors based on their aptitude, experience, integrity, competence
and time commitment and therefore has recommended their re-election subject to shareholders’ approval.
In FY2018, the Board Charter was revised to incorporate a 2-tier voting for the re-election of Independent Directors sitting on the
Board for more than twelve (12) years.
Following the resignation of Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham on 1 January 2019, Dato’ Ab. Halim Bin Mohyiddin is
the only INED to remain seated on the Board for a cumulative period beyond nine (9) years.
However, Dato’ Ab. Halim Bin Mohyiddin has conveyed his intention to not seek for re-election at the 24th AGM on 29 May 2019. He
will remain in office until the conclusion of the 24th AGM.
BOARD TRAINING
The Board, via the NC, continues to review and assess the training needs of the Directors which he/she may require for personal
development as well as to keep abreast of changes in legislation and regulations affecting the Group.
All Directors had successfully completed the Mandatory Accreditation Programme within the stipulated timeframe as required by
the Listing Requirements.
During the year, all the Directors attended development and training programmes as well as conferences in areas of finance,
corporate governance, risk management, leadership, legal, industry and regulatory developments. Some of the Directors have also
participated as speakers at local and international conventions on topics relevant to their expertise.
Following is a list of conferences, seminars and training programmes attended by the Directors in FY2018:
Strategic/Leadership/Business Intelligence
1. Global Growth Conference
2. CEO Roundtable
3. Companies of the Future
4. Advantages of having Business Judgement Rule for Directors
064 Amway (Malaysia) Holdings Berhad
Finance/Tax/Sustainability
1. Malaysian Financial Reporting Standards
2. Corporate Exercise & Asset Pricing In Malaysia (Renegotiation and Re-contracting)
3. Green Technology by Malaysian Industry-Government for High Technology (MIGHT) - “Smart is the new Green”
4. Redefining Financial Integrity
5. Sustainability Reporting
The Directors will continue to undergo relevant training programmes to further enhance their skills and knowledge to discharge their
duties effectively.
III. Remuneration
REMUNERATION POLICIES
In February 2018, the Board via its RC has formalised the remuneration policies for all Directors and Senior Management of the
Group.
The remuneration of the Directors is determined based on their responsibilities and time commitment while for Senior Management,
the RC considers market competitiveness, business results, experience and individual performance to ensure that the compensation
provided is competitive with industry benchmarks.
This is in line with the Board’s aim to retain, attract and reward talent that is required in driving Amway forward in the realisation
of its business goals.
DIRECTORS’ REMUNERATION
In the case of Independent Directors, remuneration is a matter for the Board, as a whole, with individual Directors abstaining from
the discussion of his/her own remuneration.
For Executive Directors, including the MD, remuneration is based on the achievement of key performance indicators (“KPIs”) for
the Group as well as individual KPIs set. The Board deliberates and approves the remuneration of the MD who shall abstain from
deliberations and voting on his own remuneration. The RC adopts the ultimate holding company’s employee compensation plan to
set the remuneration of its Executive Directors.
During the year, the RC met with all members in attendance. The RC reviewed and recommended to the Board the remuneration
for the Executive Directors of the Group and further recommended the Non-Executive Directors’ fees and benefits to the Board for
shareholders’ approval at the Company’s AGM.
Annual Report 2018 065
Company
Liu, Ming-Hsiung @ Martin Liou
(resigned effective 1 May 2018) - - - - - -
Michael Jonathan Duong - - - - - -
Dato’ Ab. Halim Bin Mohyiddin 131.4 - - - 12.3 0.1
Tan Sri Faizah Binti Mohd Tahir 74.0 - - - 8.0 1.5
Tan Sri Dato’ Cecil Wilbert
Mohanaraj Abraham 76.4 - - - 11.0 -
Dato’ Abdullah Thalith Bin Md Thani 74.3 - - - 9.0 -
Mohammad Bin Hussin 65.4* - - - 4.0 0.7
Low Han Kee 57.7 - - - 4.0 1.8
Scott Russell Balfour - - - - - -
Notes:
The Executive Directors did not receive any remuneration from the Company.
The Non-Executive Directors did not receive any remuneration from the Company’s subsidiaries.
*Nominee Director whose Director’s fees are paid to Permodalan Nasional Berhad (“PNB”).
Bonuses payable to the Executive Directors are performance based and relate to individual and Group’s achievement of specific
goals. The Non-Executive Directors do not receive any performance related remuneration. Meeting allowances are provided for
attendance of meetings.
In accordance with the Companies Act 2016 (“the Act”), the payment of Directors’ fees and benefits shall be approved at a general
meeting. The Board shall seek shareholders’ approval at the forthcoming 24th AGM for the payment of Directors’ fees and benefits
for the Directors of the Company for FY2019.
066 Amway (Malaysia) Holdings Berhad
I. AUDIT COMMITTEE
Matters of audit and risk is managed by the Audit Committee (“AC”), which comprises a majority of Independent Directors. The
Terms of Reference of the AC are available at www.amway.my. The full scope of work undertaken by the AC is given in the AC
report of this Annual Report.
The AC is supported by the Company’s external and internal audit functions, as well as the RMC on matters pertaining to risk. During
the financial year, the AC focused on governance, financial reporting, budgeting, internal audit, risk management and external audit.
The AC is responsible for ensuring that the financial statements of the Group are made in accordance with the provisions of the Act
and according to applicable accounting standards that result in a balanced and fair view of the financial state and performance of
Amway, which includes financial results.
The said financial statements comprise of quarterly financial reports announced to Bursa Securities and the annual statutory financial
statements. The CFO presents a review of quarter-to-quarter and year-to-date financial performance at quarterly meetings. These
are prepared on a going concern basis and reflect a true and fair view of the financial position of the Group as at 31 December 2018.
Other statement that provides an analysis and insight on the Group’s financial and operational performance include the Management
Discussion and Analysis.
The Directors are satisfied that in preparing the financial statements of the Company and of the Group for FY2018, the Group has
applied the appropriate accounting standards and policies with consistency in the preparation of these financial statements. The
Statement of Directors’ Responsibility is provided in this Annual Report.
EXTERNAL AUDITOR
The Board via the AC maintains a formal and transparent, professional relationship with the Group’s External Auditors,
Messrs Ernst & Young. The role of the AC in relation to the External Auditors is described in the AC Report of this Annual Report.
On an annual basis, the AC considers the re-appointment of the External Auditors and their remuneration and makes recommendations
to the Board. The External Auditors are subject to re-appointment each year at the AGM. The AC had, in February 2018, assessed
the level of service provided by the External Auditors through the AC Evaluation Form, and took into consideration the following,
amongst others:
Messrs Ernst & Young have reported to the AC that, in their professional judgement, they are independent within the meaning of
regulatory and professional requirements and the objectivity of the audit engagement partner and audit staff is not impaired.
The AC has considered the findings of the assessment together with Messrs Ernst & Young’s independence and the level of non-
audit services rendered by them for FY2018. The AC is satisfied that Messrs Ernst & Young continue to possess the competency,
independence and experience required to fulfil their duties effectively. Based on the recommendation of the AC, the Board will be
seeking shareholders’ approval for the re-appointment of the External Auditors at the 24th AGM. Following are the fees paid to the
External Auditor:
The Board accepts responsibility that the annual audited financial statements and interim financial results have been prepared to
comply with the Act and applicable financial reporting standards in Malaysia. This includes adopting all necessary measures to
ensure that all applicable accounting policies have been applied consistently, and that the policies are supported by reasonable and
prudent judgement and estimates.
The Board maintains a sound risk management framework and system of internal control to safeguard shareholders’ investment
and the Group’s assets. The framework is designed to identify, evaluate, control, monitor and report the principal business risks
faced by the Group on an ongoing basis.
The Board has oversight risk management function via its AC which in turn is supported by the RMC. Supporting the RMC is the
Group’s independent internal audit function, which is managed by the external professional firm, Deloitte Risk Advisory Sdn. Bhd.
(“DRA”). Further details on the key features of the risk management framework and the tasks undertaken by RMC and DRA are set
out in the Statement on Risk Management and Internal Control of this Annual Report.
The Board is supported by a risk management framework in the assessment of risk and towards ultimately determining the Group’s
risk appetite. However, the responsibility for managing risk resides at all levels within the Group. Risks are mainly managed at the
operational level and guided by approved risk management policy and guideline.
The Board is of the view that the present system of internal control and risk management framework is sound and sufficient to
safeguard the Group’s assets, as well as shareholders’ investments, and the interests of customers, regulators, employees and other
stakeholders.
068 Amway (Malaysia) Holdings Berhad
As stipulated in the Listing Requirements, the Board has formalised an Investor Relations policy which also governs pertinent
corporate disclosure, which includes information that needs to be disseminated and sets out the persons authorised and responsible
to approve and disclose material information to shareholders and stakeholders.
The Group’s unaudited quarterly financial results are released within two (2) months from the end of each quarter and the annual
audited financial results together with the Annual Report, which remains a key channel of communication, is published within four
(4) months after the financial year end.
In providing for a more effective information dissemination process, the Board has established a dedicated section for corporate
information on our website where information on the Company’s announcements, financial information, share prices, and the
Company’s Annual Report may be accessed.
Stakeholders can also email the Group at: [email protected]. However, any information that may be regarded as undisclosed material
information about the Group will not be given to any single shareholder or shareholder group.
COMMUNICATION CHANNELS
The various channels of communications utilised are quarterly announcements on financial results to Bursa Securities, relevant
announcements and circulars, when necessary, bi-annual briefings to the financial community, AGM and through the Group’s
website at www.amway.my where shareholders can access amongst others, the corporate information, annual reports, press
releases, financial information, Company’s announcements and share prices.
In FY2018, two briefings with investors and analysts were held. The Board believes its practices in this area are consistent with both
the Principles concerning dialogue with stakeholders, and good governance.
In keeping with Practice 12.1 of the MCCG, the notice to shareholders should be given at least 28 days in advance of the AGM. Hence,
Notice of the 23rd AGM was issued on 16 April 2018, in effect being 29 days in advance of the scheduled AGM to be held on 16 May
2018.
The AGM is held in a strategic and central location so that it is convenient for shareholders to attend. We continue to encourage
shareholders to attend the AGM and convey their expectations and possible concerns on proposed resolutions and matters relating
to the Group’s operations before putting each resolution to a vote.
At the last AGM, the MD provided shareholders with an overview of the Group’s operations while the CFO provided a financial
overview of the financial year’s performance. The Chairman also shared with shareholders at the meeting responses to questions
submitted in advance by the Minority Shareholder Watchdog Group.
Annual Report 2018 069
Amway ensures that all Directors and the CFO attend the AGM so that matters brought up by the floor can be effectively addressed
to shareholders’ expectations. Beyond the proposed resolutions, AGMs also serve as an avenue to share on the Group’s performance
as well as future business plans and strategies with shareholders.
About 590 shareholders and proxies attended the last AGM held on 16 May 2018. About 430 proxy forms and certificates of
corporate representatives were received, representing over 88% of the Company’s total issued share capital.
Electronic poll voting was conducted for all resolutions set out in the Notice of AGM. This was to expedite the verification and
counting of votes. A scrutineer was also appointed to validate the votes cast at the AGM. All resolutions proposed were duly passed.
The outcome of the AGM was announced to Bursa Securities on the same meeting day.
Shareholders are encouraged to ask questions and communicate their expectations and possible concerns on proposed resolutions
and matters relating to the Group’s operations before putting the resolution to a vote. All Directors are also present to answer
questions in person.
This CG Overview Statement was approved by the Board of Directors on 26 February 2019.
070 Amway (Malaysia) Holdings Berhad How We Are Governed
The Board of Directors is pleased to present the Audit Committee (“AC”) Report for the financial
year ended 31 December 2018 (“FY2018”).
OBJECTIVE
The AC was established in accordance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities
Berhad (“Bursa Securities”) to serve as a Committee of the Board of Directors (“the Board”) to assist the Board in fulfilling its fiduciary
responsibilities.
The AC is supported by the Company’s external and internal audit functions in carrying out its responsibilities.
To further complement the above in maintaining a sound system of internal controls, the Internal Audit team from Alticor Inc. (the parent
company of the Group) undertakes rotational audits (guided by the global internal audit programme) and enterprise risk assessments
of the Group. This team is staffed by highly competent personnel with wide knowledge of the industry and are well capable to assess
the business and operational risks of the Group and to benchmark global affiliates’ efficiencies and controls to ensure good corporate
governance practices.
All five (5) members of the AC are Non-Executive Directors, four (4) of whom are Independent Non-Executive Directors (“INEDs”).
The INEDs satisfy the test of independence under Paragraph 1.01 of the Listing Requirements of Bursa Securities. With this, the
Company has complied with Paragraphs 15.09(1)(a) and 15.09(1)(b) of the Listing Requirements of Bursa Securities.
In line with Practice 8.1 of the Malaysian Code on Corporate Governance (“MCCG”), Tan Sri Faizah Binti Mohd Tahir was
re-designated as the Chairperson of the AC on 26 February 2018 while Dato’ Ab. Halim Bin Mohyiddin was re-designated as a
member of the Committee.
Chairperson of the AC
Tan Sri Faizah Binti Mohd Tahir Chairperson, INED
Members of the AC
Dato’ Ab. Halim Bin Mohyiddin* Senior INED
Scott Russell Balfour Non-Independent Non-Executive Director
Dato’ Abdullah Thalith Bin Md Thani INED
Abd Malik Bin A Rahman* INED
Appointed effective 1 January 2019
Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham INED
Resigned effective 1 January 2019
* Member of the Malaysian Institute of Accountants, accordingly complied with Paragraph 15.09(1)(c)(i) of the Listing Requirements of Bursa
Securities.
Dato’ Ab. Halim Bin Mohyiddin has informed that he will be retiring from the Board upon conclusion of the Twenty Fourth (“24th”)
Annual General Meeting (“AGM”) on 29 May 2019.
Annual Report 2018 071
As part of the Board’s succession plan for the AC, the following changes will take effect upon the conclusion of the 24th AGM:
• Tan Sri Faizah Binti Mohd Tahir will be re-designated from AC Chairperson to AC member. This is to ensure continued
compliance with Practice 8.1 of the MCCG as she will be re-designated as the Chairperson of the Board on the same day;
• Datin Azreen Binti Abu Noh will be appointed as a member of the AC.
The AC operates under a written Terms of Reference (“TOR”) containing provisions that address requirements imposed by Bursa
Securities. This TOR provides for the AC’s oversight of financial compliance matters in addition to a number of other responsibilities.
The TOR was last reviewed and updated on 26 February 2018 and can be viewed at www.amway.my.
During FY2018, the AC focused on matters of governance, financial reporting, budgeting, internal audit, risk management and
external audit.
Risk management is also addressed by the AC through the Risk Management Committee (“RMC”). Matters of risk were reported to
the AC on a quarterly basis and briefed by the Managing Director to the AC. For further details on the Group’s risk management
processes, kindly refer to the Statement on Risk Management and Internal Control (“SORMIC”) in this Annual Report.
1. Financial Reporting
• Reviewed the unaudited quarterly financial results and annual audited financial statements prior to recommending them
to the Board for approval;
• Assessed whether appropriate accounting policies had been applied throughout the financial year and if the Management
had made appropriate estimates and judgements over the recognition measurement and presentation of financial
results;
• Reviewed and highlighted to the Board significant matters raised by the External Auditors including financial reporting
matters, significant judgements made by the Management, significant events or transactions and actions taken for
improvement; and
• Deliberated significant changes in relevant regulatory requirements, accounting and auditing standards that affect the
Group and the adoption of such changes by the Management.
2. External Audit
The AC, in relation to the external audit function, undertook the following:
• Discussed with the External Auditors, the scope of work, timeline of annual audit, materiality threshold, audit approach
to be adopted, areas of audit emphasis, key changes to the accounting and financial reporting standards as well as
auditing standards;
• Reviewed, deliberated and reported the results of the annual statutory audit to the Board;
072 Amway (Malaysia) Holdings Berhad
• Obtained written assurance with regards to the independence of the External Auditors throughout the audit engagement
for FY2018; and
• Reviewed and approved the provision of non-audit services rendered by the External Auditors.
The AC held two (2) meetings with the External Auditors during the year. The External Auditors provided timely updates on
audit related affairs and remain fully appraised of all matters considered by the AC. This included two (2) private sessions
without the presence of the Managing Director and Senior Management.
In addition, the AC also assessed the performance of the External Auditors via the AC Evaluation Form based on the following:
• Level of service, independence and level of non-audit services rendered by the External Audit Team;
• Quality and scope of audit planning in assessing risks and how the External Audit Team maintain or update the audit
plan in response to changing risks and circumstances;
• Communication to the AC about new and applicable accounting practices and auditing standards and the potential and
actual impact of these on the Company’s financial statements.
Having assessed and deliberated on the matter, the AC was satisfied that the External Auditors continue to possess the
competency, independence and experience required to fulfil their duties effectively and agreed to recommend the Board to
table their re-appointment at the AGM.
The AC is satisfied that the audit fees amounting to RM226,000 (RM232,000 in 2017) payable to Messrs Ernst & Young is
appropriate. The audit and non-audit fees paid by the Company and the Group are disclosed on page 81 of the Annual Report
2018.
The internal audit function is outsourced to Deloitte Risk Advisory Sdn. Bhd. (“DRA”), an independent professional services
firm. The internal audit function operates on a clearly defined audit plan which is reviewed and approved by the AC in terms
of adequacy of scope and coverage of the auditable areas as well as taking into consideration the findings of previous audits.
Beyond this, the role of the AC pertaining to the internal audit function is as follows:
• Reviewed the number of resources and the qualifications of the personnel responsible for the internal audit function and
whether the function has been undertaken in accordance with a recognised framework;
• Deliberated on the internal audit reports prepared by DRA, which highlighted the audit observations, recommendations
and Management’s responses. All findings were discussed with the Management, and where appropriate, the necessary
actions were taken to improve the internal controls based on improvement opportunities identified in the internal audit
reports; and
• Assessed the performance of DRA based on the AC Evaluation Form, taking into account the scope, adequacy and
effectiveness (including the methodology, competency and resources) of the internal audit function.
Annual Report 2018 073
The DRA team is headed by Ms. Cheryl Khor, a certified public accountant with vast experience in the areas of financial and
operational audits covering internal audit, quality assurance reviews, business process review, risk management and corporate
governance reviews of public listed companies. DRA reports directly to the AC.
In FY2018, DRA conducted quarterly reviews of the Group’s internal controls in accordance with the internal audit plan for 2018
based on the operational, compliance and risk-based audit plan that has been approved by the AC.
The risk-based audit plan covers the review of key operational and financial activities, including the efficacy of risk management
practices, efficiency and effectiveness of operational controls and compliance with relevant laws and regulations.
The internal audit function also performs risk-based audits and reviews with emphasis on high risk areas to evaluate the efficiency
and effectiveness of the controls in place to mitigate risks. All major findings and significant control issues and concerns are
reported directly to the AC. The Management also shared on the actions taken based on improvement opportunities identified in the
reports.
During FY2018, DRA audited several key areas, including the following:
• Revenue management including but not limited to reviewing the process and controls relating to revenue and cash management,
assessing the completeness and timeliness of invoicing, ascertaining the adequacy of segregation of duties, reviewing controls
over the prevention of fraud or collusion for sales and cash collection functions and reviewing the revenue reconciliations
process and related controls.
• Inventory management including but not limited to reviewing the stockholding procedures, assessing the warehousing
management processes as well as assessing the control over the recording and reporting of inventories.
• Payment and disbursement management including but not limited to ascertaining the adequacy of controls and approvals,
reviewing the documentation for payment processing, reviewing the recording process and assessing the timeliness and
completeness of the recording and classification of expenses and corresponding liabilities.
• Human resources management including but not limited to reviewing the process of managing staff movements, reviewing the
maintenance of the payroll system in terms of access granted, confidentiality, authenticity and completeness, reviewing the
process to update and maintain staff personnel files and database and reviewing the controls over claims and disbursements.
• Recurrent Related Party Transactions (“RRPT”) including but not limited to reviewing the process of ensuring the validity and
completeness of RRPT recording and reviewing the process with regards to RRPT disclosure.
• Information Technology (“IT”) management including but not limited to reviewing the policies and procedures governing
general IT controls, user access management and system authentication controls, reviewing the adequacy and effectiveness
of change management procedures and reviewing the IT project management procedures.
The total cost incurred in outsourcing the internal audit function to DRA during the financial year amounted to approximately
RM103,000.
074 Amway (Malaysia) Holdings Berhad
• Recommended to the Board, the Corporate Governance Overview Statement, Corporate Governance Report, Statement on
Risk Management and Internal Control, Audit Committee Report, Chairman’s Statement and Management Discussion and
Analysis;
• Reviewed the circular to shareholders in relation to the proposed renewal of shareholders’ mandate for RRPT of a Revenue
or Trading nature and proposed new shareholders’ mandate for a RRPT of a Revenue or Trading nature; and
• Reviewed the progress of the Group’s MFRS 15 initiative – implementation and assessment.
During the year, the AC members have attended the relevant and training programmes as well as conferences relating to areas
of finance, corporate governance, risk management, leadership, legal, industry and regulatory developments to enhance their
knowledge to enable them to discharge their duties more effectively. The list of training undertaken by the Board of Directors
including members of the AC can be found in the Corporate Governance Overview Statement of this Annual Report.
E. ATTENDANCE
During FY2018, the AC met four (4) times. The Managing Director, Senior Management, External and Internal Auditors were in
attendance at the meetings, upon invitation by the AC, to brief the AC on specific issues.
During the year, the AC was of the view that the Company was in compliance with the Listing Requirements and as such, reporting
to Bursa Securities pursuant to paragraph 15.16 of the Listing Requirements was not required.
As the AC members are not employees of the Company, the AC has relied, without independent verification, on the Management’s
representation that the financial statements have been prepared with integrity and objectivity and in conformity with approved
accounting principles and on the representations of External Auditors included in its reports on the Group’s financial statements
and internal control over financial reporting.
With the assistance of the Nominating Committee, the Board has assessed the performance of the AC and its members through an
annual AC evaluation and was satisfied that the AC and its members have discharged their functions, duties and responsibilities in
accordance to the TOR. The assessment was conducted on 26 February 2019.
How We Are Governed Annual Report 2018 075
This statement has been prepared pursuant to Paragraph 15.26(b) of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad as guided by the Statement on Risk
Management and Internal Control: Guidelines for Directors of Listed Issuers. It is also guided by
the Principles and Best Practices as stipulated in Practices 9.1 and 9.2 of the Malaysian Code
on Corporate Governance.
BOARD RESPONSIBILITY
The Board acknowledges its overall responsibility for risk management and internal control system of Amway (Malaysia) Holdings Berhad
(“Amway” or “the Company”) and its subsidiaries (collectively “the Group”) to safeguard shareholders’ interest and the Group’s assets
as well as reviewing its adequacy, integrity and effectiveness. Towards this end, the Board has established a robust enterprise risk
management framework and internal control system to identify, assess, review, monitor and manage the Group’s significant risks and to
ultimately determine the Group’s risk appetite for the financial year as it pursues its business strategies. The Board has full oversight of
the Group’s risk management framework.
The Group’s Enterprise Risk Management process comprises five (5) phases as follows:
Risk identification
Risk evaluation
Risk mitigation
The Group’s risk management framework and system of internal control encompasses financial, operational and compliance controls. In
view of the inherent limitations of any system, the Group’s risk framework and controls are not a guarantee to totally eliminate risk, and
can therefore only provide reasonable, but not absolute assurance, against material misstatement or loss, fraud, irregularities and errors
in judgment or unpredictable risks and uncontrollable events such as natural disasters.
Specifically, matters of risk are overseen by the Audit Committee (“AC”) and the Risk Management Committee (“RMC”), who are supported
by an internal audit function. The Committees are responsible for overseeing the financial reporting process, evaluating internal and
external audit processes and reviewing risk management and internal control processes.
The responsibility for managing risk resides at all levels within the Group including at the operational level and are guided by approved risk
management policy and guideline.
076 Amway (Malaysia) Holdings Berhad
The framework involves multiple levels across the Group beginning with the respective business units and departments and is then
channeled upwards to the Board of Directors.
The framework is based on a triple line of defense. It ensures a robust system that allows for a more proactive and strategic response that
facilitates effective sharing of information across the organisation. The system employed also clearly delineates the roles and expectations
at each level of the Group’s corporate structure in the management of risk.
1st Level Heads of Heads of Departments and Managers from all functions are entrusted with the responsibility of
Departments and assisting the Board in overseeing the Group’s risk management practices. Hence, the Group’s
Managers risk management activities are embedded across Amway and thus enabling risks to be better
addressed in a timely manner.
Existing risks were re-assessed on a quarterly basis based on the severity and likelihood of said
risks to occur, with appropriate mitigation plans identified. For each of the risks identified, the
Head of Department or Manager is assigned to ensure appropriate risk response actions are
carried out in a timely manner.
2nd Level RMC During the year, the RMC met four times to review the Group’s Corporate Risk Register in
accordance with the policy and guidance enshrined in the risk management framework.
• Reviewed the risk profile and mitigation plans to address significant residual risks;
• Monitored significant risks through the review of risk-related performance measures and
progress on action plans;
• Ensured risk management processes are integrated into all core business processes; and
• Provided a consolidated risk and assurance report to the AC and Board to support its system
of internal control.
The results of these risk management activities were incorporated in the quarterly reporting to
the AC and was briefed by the Managing Director.
3rd Level Internal and external The Company’s internal audit function has been outsourced to an external firm, Deloitte Risk
auditors Advisory Sdn. Bhd. (“DRA”). Internal audit function plays an integral role in strengthening the
risk management and internal controls of the Group. The function reports to the AC on a regular
basis and its role is defined based on an approved risk based internal audit plan.
The external audit function performed by Messrs Ernst & Young works closely with the AC to
address elevated risk areas (if any), that are likely to give rise to a material financial reporting
error or those that are perceived to be of higher risk and require additional audit emphasis.
Annual Report 2018 077
The Group’s risk profile is expressed through the use of a risk impact and likelihood matrix. The location of the risks in each quadrant
depicts the following:
High 5
4 Red
Likelihood
2 • Red quadrant
- high possibility of occurring;
Amber significant impact.
Green
1 • Amber quadrant
- low possibility of occurring;
significant impact.
- high possibility of occurring;
0 insignificant impact.
1 2 3 4 5
Low Impact High • Green quadrant
- low possibility of occurring;
insignificant impact.
The Group’s risk management framework includes an ongoing risk management process which creates a Corporate Risk Register with
specific risk profile and action plans for mitigating identified risks. The register is reviewed quarterly by the Board through the AC, focusing
on the progress of mitigation plans for the key business risks identified.
078 Amway (Malaysia) Holdings Berhad
As a significant portion of our products are imported, primarily The continued sale of Amway products on unauthorised, third
from the United States of America (“USA”), the Group is likely to party websites at reduced prices, undercuts our ABOs which
be impacted by any currency fluctuations, particularly depreciation could potentially lead to dissatisfaction and impact earnings
of the Ringgit to the United States Dollar (“USD”). capability, not to mention brand credibility.
Controls & Mitigation Measures in Place Controls & Mitigation Measures in Place
Imported products are purchased based on a fixed exchange rate The Group continues to work closely with the relevant authorities
with our headquarters that is negotiated and agreed upon yearly. to identify such websites and to ensure appropriate action is taken
to safeguard the Amway brand, reputation and price margins of
The senior management continues to negotiate with headquarters our products.
with the objective of setting fair currency exchange rates based
on the forecasted rate of major reputable banks. Engagement has also intensified with the representatives of
numerous eCommerce websites to alert them on this issue, so
The pre-agreed exchange rate is based on an average of the next they may remove Amway products from their platforms.
12 month’s foreign exchange forecast as provided by a consortium
of banks. Amway also undertakes strict enforcement including the issuance
of warning letters to offending parties and may also withdraw
In addition, the Group maintains a USD denominated account for award recognitions as part of its efforts to deter the unauthorised
payment of USD denominated transactions. selling of its products online.
BUSINESS CONTINUITY
The Group has a Business Continuity Plan and Disaster Recovery Plan in place to ensure that in the event of unforeseen circumstances,
business operations may continue without major disruptions or with only minimal delay.
INSURANCE
Sufficient insurance and physical safeguards on major assets and contingencies are in place to ensure that the assets of the Group have
sufficient coverage against any mishap that may result in material losses to the Group. An insurance renewal exercise is undertaken in
which the Management reviews the relevance and adequacy of the existing insurance coverage on an annual basis.
Annual Report 2018 079
The Company’s internal audit function has been outsourced to an external professional firm, DRA. Internal audit function reports to the
AC and its role is defined based on an approved risk based internal audit plan.
Observations from these audits are presented, together with the Management’s responses and proposed action plans, to the AC for its
review. The internal audit function also follows up and reports to the AC on the status of action plans implemented by the Management
based on the recommendations highlighted in the internal audit reports.
During the financial year under review, the internal audit function conducted four (4) internal audit cycles and reported to the AC. Further
details of the activities of the internal audit function are provided in the AC Report.
INTERNAL CONTROLS
Following are other key elements of the Group’s internal control system:
The Amway Values set the tone and help nurture a conducive culture of accountability, transparency and integrity, which begins
at the top and is cascaded across the organisation. The Values provide a shared belief system that governs corporate conduct and
helps to develop an environment that supports good corporate governance.
The Group maintains a written Code of Ethics which, similar to the Group’s Corporate Values, helps to provide clear guidelines on
expected corporate behaviour and practices in accordance with laws, policies, standards and procedures. Employees are obliged to
sign a written declaration confirming their compliance with the Group’s Code of Ethics to promote ethical conduct in the workplace.
The Group has instituted a whistleblower policy with facilitating feedback channels to allow anyone in the Group to disclose
information pertaining to misconduct or improprieties in a safe and secure manner. The confidentiality of the whistleblower is
assured throughout the process.
The Whistleblower Policy provides contact details of the following person as the avenue for the employees or relevant parties to
raise concerns of non-compliance:
Following the retirement of Dato’ Ab. Halim Bin Mohyiddin upon the conclusion of the Twenty Fourth (“24th”) Annual General
Meeting on 29 May 2019, Tan Sri Faizah Binti Mohd Tahir will be re-designated as the Senior Independent Non-Executive Director
and is contactable at [email protected].
Clearly defined and documented lines and limits of authority, responsibility and accountability have been established through the
relevant charters/terms of reference, organisational structures and appropriate authority limits. These enhance the Group’s ability
to achieve its strategies and operational objectives. The divisional structure further enhances the ability of each division to focus on
its assigned core or support functions within the Group.
080 Amway (Malaysia) Holdings Berhad
Clearly defined internal policies and procedures as set out in the Standard Practice Bulletins are regularly updated to reflect
changing risks or to resolve operational deficiencies. These help to ensure that internal control principles and mechanisms are
embedded in the operations of the Group. Group policies and procedures are available on the Group’s intranet for easy access by
the employees.
• There is an established strategic planning and budgeting process, requiring all functional divisions to prepare the operating
and financial budgets for discussion and approval by the Board;
• The AC reviews the Group’s quarterly financial results, together with the Management, which is subsequently reported to the
Board;
• Comprehensive information, which includes the monthly management reports covering all key financial and operational
indicators, is provided to Key Management for the monitoring of performance against strategic plan;
• A reporting system generates monthly performance and variance reports for review by the Management and actions to be
taken, where necessary;
• Management meetings are held regularly to identify, discuss and resolve strategic, operational, financial and other key issues;
and
• Established management information systems with documented processes, including change request to computer programmes
and access to data files.
The Group appoints Messrs Ernst & Young as its External Auditors.
The External Auditors have reviewed this Statement for inclusion in the Annual Report 2018 of the Company. The review was conducted in
accordance with Audit and Assurance Practice Guide 3 (previously known as Recommended Practice Guide 5 (Revised 2015)), Guidance
for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control, issued by the Malaysian Institute of
Accountants.
The External Auditors have reported to the Board that nothing has come to their attention that causes them to believe that the Statement
is inconsistent with their understanding of the processes adopted by the Board in reviewing the adequacy and integrity of the Group’s risk
management and internal control system.
CONCLUSION
The Board is of the view that the system of internal control and risk management in place for the year under review is sound and there was
no significant control failure or weakness that would result in material losses, contingencies or uncertainties requiring separate disclosure
in this Annual Report. The Group continues to take measures to strengthen the internal control environment.
The Board has received assurance from the Managing Director and Chief Financial Officer that the Group’s risk management and internal
control system is operating adequately and effectively in all material aspects.
The Board is committed to a process of continuous development and improvement in response to any relevant reviews and developments
on good governance.
This Statement is made in accordance with the resolution given by the Board of Directors on 26 February 2019.
How We Are Governed Annual Report 2018 081
In compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the
following information are provided:
There were no proceeds raised from corporate proposals during the financial year ended 31 December 2018.
The amount of audit and non-audit fees paid or payable by the Company and the Group to the External Auditors for the financial year
ended 31 December 2018 are as follows:
MATERIAL CONTRACTS
There were no material contracts entered into by the Company and its subsidiaries involving interests of Directors and major shareholders
either still subsisting at the end of the financial year ended 31 December 2018 or entered into since the end of the previous financial year.
STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE ANNUAL AUDITED FINANCIAL STATEMENTS (FINANCIAL
STATEMENTS)
The Directors are required by the Companies Act 2016 to prepare the financial statements for each financial year which have been made
out in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and, the requirements of
the Companies Act 2016 in Malaysia so as to give a true and fair view of the state of affairs of the Group and the Company at the end of
the financial year, and of the results and cash flows of the Group and the Company for the financial year.
At the Annual General Meeting (“AGM”) held on 16 May 2018, the Company obtained a shareholders’ mandate to allow the Group to enter
into recurrent related party transactions of a revenue or trading nature (“RRPT”).
In accordance with Practice Note 12 of the MMLR of Bursa Securities, details of RRPT conducted for the financial year ended 31 December
2018 pursuant to the shareholders’ mandate are as follows: -
Transacting Parties
Related Parties Companies within Name of other related Parties Nature of transactions by Amount
our Group companies within transacted
our Group RM’000
Access Amway (Malaysia) Sdn. Alticor Global Holdings Inc. (“AGH”), Purchase of consumer 316,875
Business Group Bhd. (“AMSB”) Solstice Holdings Inc. (“SHI”), Alticor products from ABGIL
International LLC Inc. (“Alticor”), Amway International
(“ABGIL”) Inc. (“Amway International”), Alticor
Distribution LLC (“Alticor Distribution”),
Alticor Corporate Enterprises Inc. (“Alticor
Corporate”), Amway Nederland Ltd.
(“Amway Nederland”), Access Business
Group LLC (“ABGL”) and GDA B.V.
(“GDA”)
ABGIL AMSB and Amway (B) AGH, SHI, Alticor, Amway International, Payment of Royalty Fees 2,596
Sdn. Bhd. (“ABSB”) Alticor Distribution, Alticor Corporate, to ABGIL on any Substitute
Amway Nederland, ABGL and GDA Products and/or Additional
Products
Alticor and AMSB and ABSB AGH, SHI, Amway Nederland and GDA Procurement of 17,114
Amway administrative and marketing
International support services from Alticor
and Amway International
Amway AMSB AGH, SHI, Alticor, Amway International, a) Sale of products to 492
(Singapore) Pte. Amway Nederland and GDA Amway (S); and
Ltd. (“Amway b) Provision of administrative 616
(S)”) and marketing support
services to Amway (S)
Amway Business AMSB AGH, SHI, Alticor, Amway International, Procurement of 26,842
Services Asia Amway Nederland and GDA administrative support
Pacific Sdn. Bhd. services from ABSAP
(“ABSAP”)
Notes:
1. ABGIL, a company incorporated in the United States of America (“USA”), is 85%-owned by Alticor Distribution, 14%-owned by Alticor Corporate and
1%-owned by ABGL. Alticor Distribution, a company incorporated in the USA and a wholly-owned subsidiary of Alticor. Alticor Corporate, a company
incorporated in the USA and a wholly-owned subsidiary of Alticor. ABGL, a company incorporated in the USA and a wholly-owned subsidiary of
Alticor Corporate.
2. Alticor, a company incorporated in the USA, is a wholly-owned subsidiary of SHI which in turn is a wholly-owned subsidiary of AGH.
3. Amway International, a company incorporated in the USA, is a wholly-owned subsidiary of Alticor.
4. Amway (S), a company incorporated in the Republic of Singapore, is a wholly-owned subsidiary of Amway International.
5. ABSAP, a company incorporated in Malaysia, is 99%-owned by GDA, and 1%-owned by Amway International.
6. The Company is a 51.70%-owned subsidiary of GDA, a company incorporated in the Netherlands, which in turn is wholly-owned by Amway
Nederland. Amway Nederland, a company incorporated in the USA, is a wholly-owned subsidiary of Amway International, which in turn is
wholly-owned by Alticor.
Annual Report 2018 083
FINANCIAL
STATEMENTS
084 Directors’ Report
Directors’ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2018.
Principal activities
The principal activity of the Company is investment holding.
The principal activities of the subsidiaries consist of distribution of consumer products principally under the “Amway” trademark.
There have been no significant changes in the nature of these activities during the financial year.
Results
Group Company
RM’000 RM’000
Profit for the year 54,510 45,758
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial
statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
The amounts of dividends paid by the Company since 31 December 2017 were as follows:
In respect of the financial year ended 31 December 2017 as reported in the directors’ report of that year:
RM’000
Fourth interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 26 February 2018 and paid on 28 March 2018; and 8,219
Special interim tax exempt (single-tier) dividend of 7.5 sen per share, on 164,385,645 ordinary shares,
declared on 26 February 2018 and paid on 28 March 2018. 12,329
20,548
Annual Report 2018 085
Directors’ Report
Dividends (contd.)
In respect of the financial year ended 31 December 2018:
RM’000
(i) First interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 16 May 2018 and paid on 13 June 2018; 8,219
(ii) Second interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 20 August 2018 and paid on 19 September 2018; and 8,219
(iii) Third interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 14 November 2018 and paid on 12 December 2018. 8,219
24,657
45,205
On 26 February 2019, the directors declared a fourth interim tax exempt (single-tier) dividend in respect of the financial year ended 31
December 2018, of 5.0 sen per share on 164,385,645 ordinary shares, amounting to a dividend payable of approximately RM8,219,000
and special interim tax exempt (single-tier) dividend of 7.5 sen per share on 164,385,645 ordinary shares, amounting to a dividend
payable of approximately RM12,329,000.
The financial statements for the current financial year do not reflect these dividends. Such dividends will be accounted for in equity as
an appropriation of retained earnings in the financial year ending 31 December 2019.
Directors
The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
Dato’ Ab. Halim Bin Mohyiddin (Chairman)
Michael Jonathan Duong (Managing Director, re-designated on 1 May 2018)
Low Han Kee
Scott Russell Balfour
Mohammad Bin Hussin
Tan Sri Faizah Binti Mohd Tahir
Dato’ Abdullah Thalith Bin Md. Thani
Abd Malik Bin A Rahman (Appointed on 1 January 2019)
Datin Azreen Binti Abu Noh (Appointed on 26 February 2019)
Liu, Ming-Hsiung @ Martin Liou (Managing Director, resigned on 1 May 2018)
Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham (Resigned on 1 January 2019)
The directors at the Company’s subsidiaries since the beginning of the financial year to the date at this report, excluding those who
are already listed above are:
Directors’ Report
Remuneration committee
The Remuneration Committee comprises wholly non-executive directors with the majority being independent directors.
Directors’ benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was
a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other
body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits
included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 9 of the financial
statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related
corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
Directors’ interests
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares in the
Company during the financial year were as follows:
Number of ordinary shares
As at Acquired Sold As at
1.1.2018 31.12.2018
The Company
Direct interest:
Dato’ Ab. Halim Bin Mohyiddin 1,000 - - 1,000
Low Han Kee 20,000 - (20,000) -
None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related corporations
during the financial year.
Annual Report 2018 087
Directors’ Report
The immediate holding company is GDA B.V., a company incorporated in Netherlands. The ultimate and penultimate holding companies
are Alticor Global Holdings Inc. and Alticor Inc. respectively. Both companies are incorporated in the United States of America.
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were
made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been
made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the
Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to
the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(f) In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their
obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial
year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the
Company for the financial year in which this report is made.
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Directors’ Report
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit
engagement against claims by third parties arising from the audit. No payment has been made to indemnify Ernst & Young during the
financial year.
Signed on behalf of the Board in accordance with a resolution of the directors dated 26 March 2019.
Dato’ Ab. Halim Bin Mohyiddin Michael Jonathan Duong
Financial Statements Annual Report 2018 089
Statement by Directors
Pursuant to Section 251(2) of the Companies Act, 2016
We, Dato’ Ab. Halim Bin Mohyiddin and Michael Jonathan Duong, being two of the directors of Amway (Malaysia) Holdings Berhad,
do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 94 to 143 are drawn up
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31
December 2018 and of their financial performance and cash flows for the financial year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 26 March 2019.
Dato’ Ab. Halim Bin Mohyiddin Michael Jonathan Duong
Statutory Declaration
Pursuant to Section 251(1)(b) of the Companies Act, 2016
I, Ng Ai Lee, being the officer primarily responsible for the financial management of Amway (Malaysia) Holdings Berhad, do solemnly
and sincerely declare that the accompanying financial statements set out on pages 94 to 143 are in my opinion correct, and I make
this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act,
1960.
Subscribed and solemnly declared by
the abovenamed Ng Ai Lee
at Kuala Lumpur in Federal Territory
on 26 March 2019. Ng Ai Lee
Before me,
090 Amway (Malaysia) Holdings Berhad Financial Statements
Opinion
We have audited the financial statements of Amway (Malaysia) Holdings Berhad, which comprise the statements of financial position
as at 31 December 2018 of the Group and of the Company, and statements of comprehensive income, statements of changes in equity
and statements of cash flows of the Group and of the Company for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, as set out on pages 94 to 143.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2018, and of their financial performance and their cash flows for the year then ended in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016
in Malaysia.
Basis for opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our
responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Independence and other ethical responsibilities
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws
and the IESBA Code.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit of the
financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying financial statements.
Systems Integration and Data Integrity
The Group maintains a series of complex information systems which interfaces with each other in order to run its day to day
operations. The Group also utilises these systems for the recording of cash and bank balances. These systems processes high volume
of transactions on a daily basis in order to accurately capture and record them in the Group’s financial reporting system. The output of
the information systems is used by the Board of Directors to prepare the financial statements of the Group. This information system
affects the following items in the financial statements:
The Group’s revenue is derived from its operation in the distribution of consumer products where the revenue is made up of a
large volume of individually insignificant transactions. The Group relies heavily on its information technology system to account
for such revenue and its related cost of goods sold.
Annual Report 2018 091
The Group offers various sales commission, bonus and incentive to its Amway Business Owners (“ABOs”) as part of its sales
and marketing strategy. The use of information technology system is crucial in computing and recording each ABO’s entitlement
to the commissions and bonuses.
3) Trade receivables
The trade receivables balance of the Group is highly integrated with its sales system. The Group uses the information technology
system to keep track of the trade receivable balances and relies on the information provided for the purpose of trade receivable
impairment assessment.
4) Inventories
As of 31 December 2018, the total inventories of the Group amounted to RM99,353,000 representing 30% and 25% of current
assets and total assets respectively. The provision for obsolete inventories relate mainly to slow moving goods, promotional and
seasonal products which are only available for sale for certain period.
The Group uses its inventory management system for the tracking of inventory balance, product ageing and costing purposes.
The management relies on the reports generated from the system to assist with the evaluation of stock obsolescences.
In addition, the Group changed their financial reporting system and completed the system migration during the financial year.
Due to the central and pervasive role of the information systems in generating key financial statement amounts, we have designated
the integrity and accuracy of the information systems as a key audit matter.
To address this key audit matter, we have tested the general and application controls over the information systems and its various
interfaces, the completeness of data migration from old system to the new system and the controls over the inputs to and outputs from
the system.
Information other than the financial statements and auditors’ report thereon
The directors of the Company are responsible for the other information. The other information comprises the Directors’ Report, but does
not include the financial statements of the Group and of the Company and our auditors’ report thereon, which we obtained prior to the
date of this auditors’ report, and the annual report, which is expected to be made available to us after the date of this auditors’ report.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not and will
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
092 Amway (Malaysia) Holdings Berhad
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the
matter to the directors of the Company and take appropriate action.
The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give
a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act 2016 in Malaysia. The directors are also responsible for such internal control as the directors
determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the Group’s and
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have
no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved
standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including
the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions
and events in a manner that achieves fair presentation.
Annual Report 2018 093
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Revenue 4 972,272 984,214 44,374 41,179
Cost of sales 5 (731,984) (740,024) - -
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Financial Statements Annual Report 2018 095
Group Company
2018 2017 2018 2017
Note RM’000 RM’000 RM’000 RM’000
Assets
Non-current assets
Property, plant and equipment 13 59,473 60,718 - -
Intangible asset 14 4,782 4,782 - -
Investment in subsidiaries 15 - - 86,202 86,202
Deferred tax assets 16 12,786 8,545 - -
77,041 74,045 86,202 86,202
Current assets
Inventories 17 99,353 126,159 - -
Tax recoverable 4,846 7,924 - -
Trade and other receivables 18 45,182 44,385 145 131
Cash and cash equivalents 19 176,719 163,402 88,528 87,982
326,100 341,870 88,673 88,113
Total assets 403,141 415,915 174,875 174,315
Equity and liabilities
Equity
Share capital 20 166,436 166,436 166,436 166,436
Forex translation reserves 621 617 - -
Retained earnings 21 49,547 47,020 7,861 7,308
Total equity attributable to owners of the parent 216,604 214,073 174,297 173,744
Non-current liability
Deferred tax liabilities 16 - 21 - -
Current liabilities
Trade and other payables 22 169,611 201,471 512 470
Contract liabilities 23 16,643 - - -
Current tax payable 283 350 66 101
186,537 201,821 578 571
Total liabilities 186,537 201,842 578 571
Total equity and liabilities 403,141 415,915 174,875 174,315
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
096 Amway (Malaysia) Holdings Berhad Financial Statements
Non-Distributable Distributable
Foreign
Capital currency
Share Share redemption translation Retained Total
capital premium reserve reserve earnings equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 1 January 2018, as previously stated 166,436 - - 617 47,020 214,073
Initial application of MFRS 15 adjustment - - - - (6,778) (6,778)
At 1 January 2018, as restated 166,436 - - 617 40,242 207,295
Total comprehensive income - - - 4 54,510 54,514
Transaction with owners
Dividends on ordinary shares (Note 12) - - - - (45,205) (45,205)
Non-Distributable Distributable
Capital
Share Share redemption Retained Total
capital premium reserve earnings equity
RM’000 RM’000 RM’000 RM’000 RM’000
Company
At 1 January 2018 166,436 - - 7,308 173,744
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
098 Amway (Malaysia) Holdings Berhad Financial Statements
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Cash flows from operating activities
Profit before tax 70,181 70,501 46,433 43,349
Adjustments for:
Property, plant and equipment
- depreciation 6,723 6,849 - -
- gain on disposals (5) (518) - -
- written off 41 15 - -
Interest income (5,954) (5,369) (3,304) (3,295)
Dividend income - - (44,374) (41,179)
Net (reversal)/allowance of expected credit loss (163) 24 - -
Bad debts written off 400 - - -
Allowance for inventory obsolescence 2,992 3,118 - -
Inventories written-off 736 436 - -
Unrealised foreign exchange loss 117 2,084 - -
Operating profit/(loss) before working capital changes 75,068 77,140 (1,245) (1,125)
Decrease/(Increase) in inventories 23,078 (34,820) - -
Decrease/(Increase) in receivables 175 3,355 (14) 65
(Decrease)/increase in payables (12,952) (37,988) 42 67
Net changes in related companies balance (30,311) 25,861 - -
Net changes in penultimate holding company balance 5,670 540 - -
Increase in contract liabilities 8,302 - - -
Net cash generated from/(used in) operating activities 54,223 10,351 (1,927) (1,770)
Cash flows from investing activities
Purchase of property, plant and equipment (Note A) (1,564) (2,362) - -
Proceeds from disposals of property, plant and equipment 60 718 - -
Dividend received - - 44,374 41,179
Interest received 5,954 5,369 3,304 3,295
Net cash generated from investing activities 4,450 3,725 47,678 44,474
Annual Report 2018 099
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Cash flows from financing activities
Dividends paid (Note B) (45,205) (49,315) (45,205) (49,315)
Cash and cash equivalents at end of year (Note 19) 176,719 163,402 88,528 87,982
Note A:
Purchase of property, plant and equipment
during the year by way of:-
Cash 1,564 2,362 - -
Other payables 4,009 1,210 - -
5,573 3,572 - -
Note B:
All the dividends paid during the year are by way of cash.
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
100 Amway (Malaysia) Holdings Berhad Financial Statements
1. Corporate information
Amway (Malaysia) Holdings Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia,
and is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Unit 30-
01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
The principal place of business of the Company is located at 28, Jalan 223, 46100 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
The immediate holding company is GDA B.V., a company incorporated in Netherlands. The ultimate and penultimate holding
companies are Alticor Global Holdings Inc. and Alticor Inc. respectively. Both companies are incorporated in the United States
of America.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries consist of distribution of
consumer products principally under the “Amway” trademark.
There have been no significant changes in the nature of these principal activities during the financial year.
The financial statements for the financial year ended 31 December 2018 were authorised for issue by the Board of Directors in
accordance with a resolution of the directors on 26 March 2019.
2. Summary of significant accounting policies
2.1 Basis of preparation
The financial statements of the Group and the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRS”) and the requirements of the Companies Act 2016 in Malaysia. These financial statements
also comply with the International Financial Reporting Standards as issued by the International Accounting Standards
Board.
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies
below. The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest
thousand (RM’000) except when otherwise indicated.
2.2 Standards and Interpretations issued and adopted
On 1 January 2018, the Group and the Company adopted the following new and amended MFRS mandatory for annual
financial periods beginning on or after the dates stated below:
Effective for annual periods
Description beginning on or after
Amendments to MFRS 2 Classification and Measurement of Share-based
Payment Transactions 1 January 2018
MFRS 9 Financial Instruments 1 January 2018
MFRS 15 Revenue from Contracts with Customers 1 January 2018
IC Interpretation 22 Foreign Currency Transactions and Advance Consideration 1 January 2018
Amendments to MFRS 128 Investments in Associates and Joint Ventures
(Annual Improvements to MFRS Standards 2014–2016 Cycle) 1 January 2018
The adoption of the above standards have no material impact on the financial statements except as stated below.
Annual Report 2018 101
MFRS 9 Financial Instruments replaces MFRS 139 Financial Instruments: Recognition and Measurement and brings
together all three aspects of the accounting for financial instruments project: classification and measurement, impairment
and hedge accounting.
The Group and the Company adopted this new standard prospectively on the required effective date and did not restate
comparative information which continues to be reported under MFRS 139. The Group and the Company performed
assessment on these three aspects of this standard. Overall, there is no significant impact on its statement of financial
position and retained earning as at 1 January 2018.
(a) Classification and Measurement
The classification and measurement of MFRS 9 did not have a significant impact to the Group and the Company as
both continued measuring at fair value all financial assets previously held at fair value under MFRS 139.
(b)
Impairment
Under MFRS 9, the Group and the Company are required to record expected credit loss on its trade and other
receivables, either on a 12-month or lifetime basis. The Group and the Company apply simplified approach permitted
by MFRS 9 and record expected lifetime loss on its trade receivables. This impairment requirement does not have a
significant impact on its carrying amount of the trade receivables.
(c) Hedge Accounting
Under MFRS 9, hedge accounting continues to be optional. The Group and the Company continue not to apply hedge
accounting.
MFRS 15 Revenue from Contracts with Customers
MFRS 15 supersedes the current revenue recognition guidance including MFRS 118 Revenue, MFRS 111 Construction
Contracts and the related interpretations and it applies, with limited exceptions, to all revenue arising from contracts with
its customers. MFRS 15 establishes a five-step models to account for revenue arising from contracts with customers and
requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled
in exchange for transferring goods or services to a customer.
MFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances
when applying each step of the model to contracts with their customers. The standard also specifies the accounting for
the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard
requires relevant disclosures.
The Group and the Company adopted MFRS 15 using modified retrospective method of adoption with the date of initial
application of 1 January 2018. The comparative figures were not restated and the cumulative impact arising from the
adoption was recognised in retained earnings as at 1 January 2018.
102 Amway (Malaysia) Holdings Berhad
The effects of adopting MFRS 15 as at and for the financial year ended 31 December 2018 are as follows:-
Assets
Deferred tax assets (c) 10,487 2,299 12,786
Total non-current assets 74,742 2,299 77,041
Equity
Retained earnings (a),(b),(c) 56,827 (7,280) 49,547
Total equity attributable to owners of the parent 223,884 (7,280) 216,604
Liabilities
Contract liabilities (b),(c) - 16,643 16,643
Trade and other payables (a),(b),(c) 176,675 (7,064) 169,611
Total current liabilities 176,958 9,579 186,537
Under MFRS 15, revenue will be recognised when a customer obtains control of the goods. The overall revenue
recognition requirements are captured in the steps of the five-step method.
Before adopting MFRS 15, the Group recognised revenue from the sales of goods measured at fair value of
consideration received or receivable, net of returns and discounts. The Group regards most of the sales transactions
consist of a single performance obligation to transfer promised goods. This includes the sales under Purchase With
Purchase (“PWP”) and Gift With Purchase (“GWP”) promotion. These transactions have the same characteristic of
bundled sales. As the sales transactions are expected to be the only performance obligation, no allocation of the
transaction price is required.
The Group expects the revenue recognition to occur at a point in time when the customers take control of the goods,
generally on delivery of the goods. As such, the Group concludes that there is no impact on the timing of revenue
recognition for these sales. However, the transaction price of the premium products which was previously treated
as subsidies element in the promotion expenses has been reclassified to revenue and increased the revenue by
RM14,452,000 for financial year ended 31 December 2018. The cost of premium products has also been reclassified
from promotion expenses to cost of sales and increased the cost of sales by RM21,328,000 for financial year ended
31 December 2018.
104 Amway (Malaysia) Holdings Berhad
Under MFRS 15, the Group must determine whether there is a significant financing component in its contracts. The
Group is using the practical expedient in MFRS 15 for not adjusting any financing component for the sales on credit
term of less than one year. As the Group’s sales of goods are either on cash term or on credit term of up to 90 days,
no adjustment is made for any financing component.
The contracts with customers provide a right of return, option to acquire future goods at discounted price and ABO
incentives.
Previously, the Group recorded the sales returns when the goods were returned by the customers. Under
MFRS 15, because the contract allows the customer to return the goods, the consideration received from
the customer is variable. The Group used the most likely amount method to estimate the goods that will be
returned because this method better predicts the amount of variable consideration to which the Group will be
entitled. MFRS 15 also requires the entity to recognise an asset for its right to recover the goods from customer
and it is measured by reference to the former carrying amount less any expected cost to recover the goods
and the potential decreases of value to the entity of the returned goods. Based on the historical practice, the
Group does not anticipate the returned goods are in saleable condition and will bring any value to the Group.
Therefore, no value is estimated for the right of return asset. At the date of initial application, the assessment
of refund liabilities reduced the retained earnings as at 1 January 2018 and increased the refund liability by
RM564,000 respectively. The refund liability is classified under trade and other payables. As at 31 December
2018, the refund liability has increased to RM581,000 and retained earnings was reduced by RM581,000. It
also reduced the revenue by RM17,000 for the financial year ended 31 December 2018.
The sales and marketing plan of the Group includes offering coupons to the ABOs for their future acquisition
of goods at discounted price. Previously, the Group accounted for the sales discount upon the redemption.
Under MFRS 15, this gives rise to variable consideration. To estimate the variable consideration to which it
will be entitled, the Group applied the most likely amount method that better predicts the amount of variable
consideration. At the date of initial application, the Group adjusted the variable consideration of RM265,000 to
reduce the retained earnings as at 1 January 2018 and increase the contract liability by RM265,000. As at 31
December 2018, the contract liability has increased by RM385,000 and the retained earnings was reduced by
RM385,000. It also reduced the revenue by RM120,000 for the financial year ended 31 December 2018.
Previously, the Group classified ABO incentives paid to its customers in its cost of sales. Under MFRS 15, the
Group is required to determine whether the consideration paid or payable to its customers is a payment for a
distinct goods or services, a reduction of the transaction price or a combination of both. For the payment to the
customers not to be treated as reduction of transaction price, the goods or services provided by the customers
must be distinct.
Annual Report 2018 105
The ABO incentives paid or payable to the customers are broadly categorised into two types, i.e. group
effort related incentives and personal effort related incentives on volume purchase. The Group has carefully
evaluated these two types of ABO incentives and has concluded that personal effort related incentives on
volume purchase is a reduction of transaction price, whilst group effort related incentives is a consideration
paid to or payable to customers for the provision of distinct services.
The reclassification of personal effort related incentives on volume purchase from cost of sales to reduction of
transaction price did not have any impact on the retained earnings as at 1 January 2018, however, it reduced
the revenue and cost of sales for the financial year ended 31 December 2018 by RM37,523,000 respectively.
Previously, the Group recognised these revenue upon collection received from the customers. Under MFRS 15, the
Group is required to determine whether the performance obligation is satisfied at a point in time or over time. The
Group concluded that the annual fees element of sign up and yearly renewal fees is satisfied over time, hence the
revenue will be recognised over time. As the Group has elected to use modified retrospective method, the Group has
identified the contracts open as at the date of initial application in order to determine the adjustment amount. At the
date of initial application, the Group adjusted the revenue from the unsatisfied performance obligation of RM8,076,000
to reduce the retained earnings as at 1 January 2018 and increase the contract liability by RM8,076,000. As at 31
December 2018, the contract liability has increased by RM8,613,000 and the retained earnings was reduced by
RM8,613,000. It also reduced the revenue by RM537,000 for the financial year ended 31 December 2018.
In addition to the adjustments above, other items of the primary financial statements such as deferred tax assets,
trade and other payables and contract liability were adjusted or reclassified as necessary.
MFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early application is permitted but not before
an entity applies MFRS 15. MFRS 16 replaces the guidance in MFRS 117 Leases, IC interpretation 4 Determining whether
an Arrangement contains a Lease, IC Interpretation 115 Operating Leases - Incentives and IC Interpretation 127 Evaluating
the Substance of Transactions Involving the Legal Form of a Lease.
MFRS 16 introduces a single, on-balance sheet model similar to the accounting for finance leases under MFRS 117. At
commencement date of a lease, the lessee recognises a right-of-use asset representing its right to use the underlying
asset and a lease liability representing its obligations to make lease payments. There are recognition exemptions for short-
term leases and leases of low-value assets. Lessees will be required to separately recognise the interest expense on the
lease liability and the depreciation expense on the right-of-use asset. Classification of cash flows will also be affected
as operating lease payments under MFRS 117 are presented as operating cash flows, whereas under MFRS 16, the lease
payments will be split into a principal (which will be presented as financing cash flows) and an interest portion (which will
be presented as operating cash flows).
Lessees will also be required to remeasure the lease liability upon the occurrence of certain events (e.g. a change in
the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those
payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to
the right-of-use asset.
Lessor accounting remains similar to MFRS 117 which continues to be classified as finance or operating lease.
The Group plans to adopt MFRS 16 on the required effective date using modified retrospective method. The Group will not
restate the comparative information, which continues to be reported under MFRS 117. The lease liability will be stated at the
present value of the remaining outstanding lease payments, discounted using the incremental borrowing rate. The right-
of-use assets will be measured based on the lease liability. Hence, there will be no financial impact to its retained earning
as at the initial application date. The Group will elect to use the exemptions applicable to the standard on lease contracts
for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the
underlying asset is of low value.
The standard will affect primarily the accounting for the Group’s operating leases. As at 31 December 2018, the Group
has non-cancellable operating lease commitments of RM5,499,000 as disclosed in Note 26 and these lease commitments
are inclusive of lease contracts terms ends within 12 months and lease contracts for which the underlying asset is of low
value. The Group is in the midst of finalising its assessment. Based on the initial assessment, the Group does not anticipate
significant financial impact on its total assets and total liabilities. As the Group will elect to measure the right-of-use assets
based on the lease liability, there will be no financial impact to its retained earning as at the initial application date.
The Company controls an investee if and only if the Company has all the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
When the Company has less than a majority of the voting rights of an investee, the Company considers the following in
assessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:
(i) The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote
holders;
(ii) Potential voting rights held by the Company, other vote holders or other parties;
(iii) Rights arising from other contractual arrangements; and
(iv) Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous
shareholders’ meetings.
Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses resulting from
intra-group transactions are eliminated in full. Unrealised losses are eliminated in the same way as unrealised gains, but
only to the extent that there is no evidence of impairment.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries
are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests
are adjusted to reflect the changes in their relative interests in the subsidiaries. The resulting difference is recognised
directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss calculated as the difference between (i) the aggregate of
the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying
amount of the assets and liabilities of the subsidiary and any non-controlling interest, is recognised in profit or loss. The
subsidiary’s cumulative gain or loss which has been recognised in other comprehensive income and accumulated in
equity are reclassified to profit or loss or where applicable, transferred directly to retained earnings. The fair value of any
investment retained in the former subsidiary at the date control is lost is regarded as the cost on initial recognition of the
investment.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the
acquiree.
Contingent consideration, resulted from business combinations, is valued at fair value at the acquisition date.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for
within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the
scope of MFRS 9 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or
loss in accordance with MFRS 9. Other contingent consideration that is not within the scope of MFRS 9 is measured
at fair value at each reporting date with change in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the
amount recognised for non-controlling interests over the net identifiable assets acquired and liabilities assumed. If
this consideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in
profit or loss. The accounting policy for goodwill is set out in Note 2.5.
(b) Subsidiaries
A subsidiary is an entity over which the Group has all the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment
losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts
is included in profit or loss.
2.5 Intangible asset
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the fair value of
the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the
goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the
gain or loss on disposal. Goodwill disposed in these circumstance is measured based on the relative values of the disposed
operation and the portion of the cash-generating unit retained.
Annual Report 2018 109
Capital work in progress mainly comprises renovation and system development in progress which have not been
commissioned. Capital work in progress is not depreciated as these assets are not yet available for use.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying values may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset
is derecognised.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively,
if appropriate.
2.7 Inventories
Inventories are stated at lower of cost and net realisable value.
Cost is determined using the first in, first out method. The cost comprises purchase price of inventories plus the cost of
bringing the inventories to their present location and condition.
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.
2.8 Leases
The determination of whether an arrangement is, or contains, a lease is based on substance of the arrangement at the
inception date. The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a
specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly
specified in an arrangement.
110 Amway (Malaysia) Holdings Berhad
As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased
item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value
of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are
apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on
the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged
as expenses in the periods in which they are incurred.
Lease assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that
the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated
useful life and the lease term.
Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. The
aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term
on a straight-line basis.
2.9 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the
amount can be made. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognised as finance cost.
2.10 Income taxes
(a) Current income tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date in the countries where the Group operates and generates taxable income.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside
profit or loss, either in other comprehensive income or directly in equity.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; and
- in respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint controlled entities, where the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Annual Report 2018 111
Revenues are recognised net of the amount of GST. Expenses and assets are recognised net of the amount of GST, except
for the GST incurred in purchase of assets or services which is not recoverable from the taxation authority, in which case
the GST is recognised as part of the cost of acquisition of the asset or part of the expense item as applicable.
SST incurred in purchase of assets or services is not recoverable from the taxation authority, hence SST is recognised as
part of the cost of acquisition of the asset or part of the expense item as applicable.
Receivables and payables are stated with the amount of GST and SST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statement of financial position.
112 Amway (Malaysia) Holdings Berhad
The variable consideration is estimated at contract inception and constrained until it is highly probable that a
significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated
uncertainty with the variable consideration is subsequently resolved. The contracts with customers provide a
right of return and option to acquire future goods at discounted price.
• Rights of return
The contract for sales of product provides customer with a right to return the goods within a specified
period. The Group uses the most likely amount method to estimate the goods that will be returned
because this method better predicts the amount of variable consideration to which the Group will be
entitled. For goods that are expected to be returned, the Group recognises a refund liability. As the Group
does not anticipate the returned goods are in saleable condition and will bring any value to the Group, no
value is estimated for the right of return asset.
The sales and marketing plan of the Group includes offering coupons to the ABOs for their future
acquisition of goods at discounted price. To estimate the variable consideration to which it will be
entitled, the Group uses the most likely amount method that better predicts the amount of variable
consideration.
• Incentives to customers
The incentives paid or payable to the customers are broadly categorised into two types, i.e. group effort
related incentives and personal effort related incentives on volume purchase. The Group had considered
the personal effort related incentives on volume purchase to be a reduction of transaction price, whilst
group effort related incentives is a consideration paid to or payable to customers for the provision of
distinct services.
The Group is using the practical expedient in MFRS 15 for not adjusting any financing component for the sales
on credit term of less than one year. As the Group’s sales of goods are either on cash term or on credit term
of up to 90 days, no adjustment is made for any financing component.
Annual Report 2018 113
On consolidation, the assets and liabilities of foreign operation are translated into RM at the rate of exchange
prevailing at the reporting date and their income statements are translated at exchange rates prevailing at the
dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other
comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating
to that particular foreign operation is recognised in profit or loss.
114 Amway (Malaysia) Holdings Berhad
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not
contain a significant financing component or for which the Group has applied the practical expedient, the Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss,
transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient are measured at the transaction price determined under MFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give
rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate
cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling
the financial assets, or both.
116 Amway (Malaysia) Holdings Berhad
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
This category is the only category which is relevant to the Group. The Group measures financial assets at amortised cost
if both of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in order to collect
contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes trade and other receivables.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
• The rights to receive cash flows from the asset have expired; or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
(a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough
arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also
recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects
the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Annual Report 2018 117
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or
loss.
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer
and is measured at the amount of the Group ultimately expects it will have a return to the customer. The Group updates its
estimates of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period.
118 Amway (Malaysia) Holdings Berhad
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next
12-months (“a 12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk
since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (“a lifetime ECL”).
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track
changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group
has established a provision matrix that is based on its historical credit loss experience. The Group considers forward-
looking factors do not have significant impact to its credit risk given the nature of its industry and the amount of ECLs is
insensitive to changes to forecast economic conditions.
The Group considers a financial asset in default when contractual payments are past due as at month end. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates
that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
2.22 Fair Value Measurement
The Group measures financial instruments, such as, derivatives financial assets, if any, at fair value at each reporting date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the transaction
to sell the asset or transfer the liability takes place either:
(i) In the principal market for the asset or liability; or
(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to or by the Group and the Company.
The fair value of an asset or liability is measured using the assumptions that the market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participants that would use the
asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Annual Report 2018 119
The Group assesses at each reporting date impairments on financial assets at amortised cost to be based on a
forward-looking expected credit loss (“ECL”) model. ECL is the difference between the contractual cash flows due
in accordance with the terms of the contract and the cash flows the Group expects to receive. The Group applies the
simplified approach, which allows expected lifetime credit losses to be recognised for trade receivables. The ECL is
determined based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to
the debtors and the economic environment. The carrying amount of the Group’s financial assets at amortised cost at
reporting date is disclosed in Note 18.
122 Amway (Malaysia) Holdings Berhad
4. Revenue
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Revenue from contracts with customers
- Sales of consumer products 956,428 970,337 - -
- Sign up and renewal fees and other service fees 15,844 13,877 - -
Dividends - - 44,374 41,179
972,272 984,214 44,374 41,179
5. Cost of sales
Cost of sales represent cost of inventories sold and attributable costs relating to the sale of consumer products.
6. Other income
Included in other income are the following:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Interest income on deposits with licensed bank 5,954 5,369 3,304 3,295
Realised foreign exchange gain 283 222 - -
Gain on disposal of property, plant and equipment 5 518 - -
Annual Report 2018 123
8. Employee benefits expense
Group
2018 2017
RM’000 RM’000
Wages, salaries and bonus 31,932 30,147
Defined contribution plan 4,693 3,931
Social security contributions 453 312
Other benefits 4,518 6,454
41,596 40,844
Included in employee benefits expense of the Group are executive directors’ remuneration amounting to RM3,672,000 (2017:
RM5,920,000) as further disclosed in Note 9.
124 Amway (Malaysia) Holdings Berhad
9. Directors’ remuneration
The remuneration of the directors of the Company are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Executive directors’ remuneration (Note 8):
- Other emoluments 3,672 5,920 - -
Non-executive directors’ remuneration
- Fees 479 398 479 398
- Other emoluments 48 21 48 21
527 419 527 419
Total directors’ remuneration 4,199 6,339 527 419
Estimated monetary value of benefits-in-kind 402 274 4 2
Total directors’ remuneration including benefits-in-kind 4,601 6,613 531 421
The details of remuneration receivable by directors of the Company during the year are as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Executive:
- Salaries and other emoluments 2,061 3,671 - -
- Bonus 1,568 1,970 - -
- Defined contribution plan - 225 - -
- Allowances 43 54 - -
- Estimated monetary value of benefits-in-kind 398 272 - -
4,070 6,192 - -
Non-Executive:
- Fees 479 398 479 398
- Allowances 48 21 48 21
- Estimated monetary value of benefits-in-kind 4 2 4 2
4,601 6,613 531 421
Annual Report 2018 125
10. Income tax expense
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Current tax expense:
- Malaysian income tax 18,678 9,278 771 878
- Foreign tax 73 121 - -
18,751 9,399 771 878
(Over)/under provision in prior years
- Malaysian income tax (951) (663) (96) -
- Foreign tax 6 3 - -
(945) (660) (96) -
17,806 8,739 675 878
Deferred tax (Note 16):
- Relating to origination and reversal of
temporary differences (2,135) 9,118 - -
(2,135) 9,118 - -
Total income tax expense 15,671 17,857 675 878
126 Amway (Malaysia) Holdings Berhad
Taxation for other jurisdiction is calculated at the rate prevailing in the respective jurisdiction. Companies in Brunei are taxed
where for the first BND100,000 of the chargeable income, only 25% is taxable, the next BND150,000 only 50% is taxable and 100%
is taxable for any remaining balance. The income tax rate applicable to companies in Brunei is 18.5% (2017: 18.5%).
A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at
the effective income tax rate of the Group and of the Company is as follows:
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Profit before tax 70,181 70,501 46,433 43,349
Taxation at Malaysian statutory tax rate of 24%
(2017: 24%) 16,843 16,920 11,144 10,404
Effect of difference in tax rate and tax structure in
other jurisdiction (6) (84) - -
Income not subject to tax (2,263) - (10,650) (9,883)
Expenses not deductible for tax purposes 2,042 1,681 277 357
Over provision of tax expense in prior years (945) (660) (96) -
Income tax expense 15,671 17,857 675 878
There are no shares in issuance which have a dilutive effect to the earnings per share of the Group.
Annual Report 2018 127
On 26 February 2019, the directors declared a fourth interim tax exempt (single-tier) dividend in respect of the financial
year ended 31 December 2018, of 5.0 sen per share on 164,385,645 ordinary shares, amounting to a dividend payable of
approximately RM8,219,000 and special interim tax exempt (single-tier) dividend of 7.5 sen per share on 164,385,645 ordinary
shares, amounting to a dividend payable of approximately RM12,329,000.
The financial statements for the current financial year do not reflect these dividends. Such dividends will be accounted for in
equity as an appropriation of retained earnings in the financial year ending 31 December 2019.
128 Amway (Malaysia) Holdings Berhad
At 31 December 2018 1,420 17,356 33,291 21,292 6,385 40,228 834 4,404 125,210
Accumulated depreciation
At 1 January 2018 - 4,759 5,843 14,012 5,295 31,211 605 - 61,725
Charge for the year
(Note 7) - 540 666 1,834 719 2,841 123 - 6,723
Disposals - - - - - (445) - - (445)
Write-offs - - - - (723) (1,518) - - (2,241)
Effect of movements
in exchange rates - - - - - (25) - - (25)
Net carrying amount 1,420 12,057 26,782 5,446 1,094 8,164 106 4,404 59,473
Annual Report 2018 129
At 31 December 2017 1,420 17,356 33,291 20,685 6,533 40,778 834 1,546 122,443
Accumulated depreciation
At 1 January 2017 - 4,219 5,177 12,242 4,598 29,366 1,708 - 57,310
Charge for the year (Note 7) - 540 666 1,770 705 2,911 257 - 6,849
Disposals - - - - (2) (109) (917) - (1,028)
Write-offs - - - - (15) (1,020) (443) - (1,478)
Effect of movements
in exchange rates - - - - 9 63 - - 72
Net carrying amount 1,420 12,597 27,448 6,673 1,238 9,567 229 1,546 60,718
Included in the cost of property, plant and equipment of the Group are cost of fully depreciated property, plant and equipment
which are still in use amounting to RM25,501,000. (2017: RM25,216,000).
14. Intangible asset
Group
2018 2017
RM’000 RM’000
Goodwill
Carrying amount 4,782 4,782
(a) This represents the goodwill arising from acquisition of Amway (B) Sdn. Bhd. which represents a CGU on its own.
130 Amway (Malaysia) Holdings Berhad
Contract Accrued
Others liabilities expenses Total
RM’000 RM’000 RM’000 RM’000
At 1 January 2017 713 - 22,929 23,642
Recognised in profit or loss (86) - (9,043) (9,129)
At 31 December 2017 627 - 13,886 14,513
MFRS 15 impact 135 1,992 - 2,127
Recognised in profit or loss 4 1,987 (2) 1,989
At 31 December 2018 766 3,979 13,884 18,629
132 Amway (Malaysia) Holdings Berhad
17. Inventories
Group
2018 2017
RM’000 RM’000
Consumer products:
At cost 99,335 125,551
At net realisable value 18 608
99,353 126,159
During the financial year, inventories recognised as cost of sales amounted to RM500,231,000 (2017: RM492,860,000).
18. Trade and other receivables
Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000
Trade receivables
Third parties 10,640 13,419 - -
Due from related companies 649 849 - -
11,289 14,268 - -
Less: Allowance for expected credit loss (722) (919) - -
Trade receivables, net 10,567 13,349 - -
Other receivables
Amounts due from related companies 22,302 20,927 - -
Sundry receivables 4,920 496 125 127
Deposits 1,410 1,440 5 4
Prepayments 5,983 8,173 15 -
34,615 31,036 145 131
Total trade and other receivables 45,182 44,385 145 131
Add: Cash and cash equivalents (Note 19) 176,719 163,402 88,528 87,982
Less: Prepayments (5,983) (8,173) (15) -
Total financial assets, carried at amortised cost 215,918 199,614 88,658 88,113
Deposits with licensed banks are made for varying periods of between one day and three months depending on the immediate
cash requirements of the Group and the Company. Other information on cash and cash equivalents are disclosed in Note 28.
20. Share capital
Group/Company
Number of
ordinary shares Amount
2018 2017 2018 2017
‘000 ‘000 RM’000 RM’000
Issued and fully paid
Share Capital at beginning/end of financial year 164,386 164,386 166,436 164,386
Share Premium# - - - 685
Capital Redemption Reserve# - - - 1,365
#Under the Companies Act 2016, the amount standing in the Share Premium Account and Capital Redemption Reserve was
recognised as part of the Company’s Share Capital. Pursuant to Section 618 of the Companies Act 2016, the Company may utilise
the credit standing in these accounts within 24 months after the commencement of the Act.
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. All ordinary shares rank equally with regard to the Company’s residual assets.
Total financial liabilities carried at amortised cost 169,611 193,266 512 470
Contract liabilities of deferred sign up and renewal fees relate to the consideration received from the customers for a twelve (12)
months period of services, which revenue is recognised overtime over the service period on a straight line basis.
Contract liabilities of deferred product sales mainly relate to the consideration received from the customers for the online
products sales and the delivery of products that has not been completed during the financial year. The revenue is recognised
upon delivery.
Contract liabilities of other variable considerations relate to the options to acquire future goods at discounted price and this gives
rise to a separate performance obligation. The variable considerations are recognised as revenue when the Group satisfies its
performance obligation.
Although the Group has an operation in Negara Brunei Darussalam, there is no disclosure of this operation as a separate
geographical segment as the revenue contributed by this foreign incorporated company is not material to constitute an independent
geographical segment as stipulated under MFRS 8: Operating Segments.
No details relating to the Group’s business segment was disclosed as the Group has only one business segment which is the
distribution of consumer products.
Accordingly, information on geographical and business segments of the Group’s operations are not presented.
The Group leases a number of shop offices cum warehouse and shop lots under operating leases. The leases typically run for
initial periods ranging from six (6) months to forty two (42) months with the following options upon expiry of the initial lease
periods:
Two (2) leases - renew the lease for six (6) months by notifying the lessor in writing.
Two (2) leases - renew the lease for twelve (12) months by notifying the lessor in writing.
Twenty-seven (27) leases - renew the lease for twenty four (24) months by notifying the lessor in writing.
Six (6) leases - renew the lease for thirty six (36) months by notifying the lessor in writing.
138 Amway (Malaysia) Holdings Berhad
The net unhedged financial assets and financial liabilities of the Group that are not denominated in their functional
currencies are as follows:
Group
2018 2017
RM’000 RM’000
Due from related companies
Korean Won 177 -
Singapore Dollar 441 849
United States Dollar 44 19
Due to related companies
Singapore Dollar 3 -
United States Dollar 42 574
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, 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 assets. The analysis of the quality of credit risk are disclosed in Note 18.
(f) Fair values
The Group and the Company measure fair values using the following fair value hierarchy that reflects the significance of
the inputs used in making the measurements:
Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 - the fair value is measured using inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - the fair value is measured using inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The Group and the Company do not have any financial instruments classified as Level 1 to Level 3 as at 31 December 2018
and 31 December 2017.
The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value:
Note
Trade and other receivables 18
Amounts due from related companies 18
Amounts due to related companies and related parties 22
Amounts due to penultimate holding company 22
Trade and other payables 22
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to their short-
term nature.
142 Amway (Malaysia) Holdings Berhad
30. Comparatives
Certain comparative amounts have been reclassified to conform with the current year’s presentation.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017
As previously Re- As
reported classification restated
RM ‘000 RM ‘000 RM ‘000
Current assets
Tax recoverable - 7,924 7,924
Trade and other receivables 46,099 (1,714) 44,385
Total current assets 335,660 6,210 341,870
Current liabilities
Trade and other payables 195,261 6,210 201,471
Total current liabilities 195,611 6,210 201,821
Certain comparative amounts have been reclassified to conform with the current year’s presentation. (contd.)
As previously Re- As
reported classification restated
RM ‘000 RM ‘000 RM ‘000
Particulars of Properties
As At 31 December 2018
Approximate
Age of Net Book
Land Area Existing Building Value Date of
Location (Sq. Metres) Use Tenure (Years) RM’000 Acquisition
26 & 26A, Jalan 223 7,934 Office, Leasehold 9 21,302 19 November 2004
46100 Petaling Jaya Warehouse expiring 26
Selangor Darul Ehsan and Shop March 2069
CORPORATE HEADQUARTERS
• Van Andel & DeVos Training Centre • Warehouse & Logistic Facility
• Product Pavilion • Office Block
• One-stop Customer Service Centre
• Brand Experience Centre 28, Jalan 223, 46100 Petaling Jaya Selangor Darul Ehsan
Tel: 03-7946 2800 Fax: 03-7946 2399
AMWAY SHOPS
ALOR SETAR KUALA TERENGGANU PERAI
35, Taman Bandar Baru Mergong Bangunan Pusat Niaga Paya Keladi, 1797-G-07 & 08
Lebuhraya Sultanah Bahyah No. 24 HS(D) 7349 Kompleks Auto World
06250 Alor Setar Lot 3519 20100 Kuala Terengganu Jalan Perusahaan
Kedah Darul Aman Terengganu Darul Iman Juru Interchange
13600 Perai, Pulau Pinang
BATU PAHAT KUANTAN
12, Jalan Ceria A255, Ground Floor SANDAKAN
Pusat Perniagaan Ceria Jalan Air Putih Block A, Lot SO198-SO201
83000 Batu Pahat 25300 Kuantan Ground Floor, One Avenue 8
Johor Darul Takzim Pahang Darul Makmur Bandar Utama, Mile 6, North Road
90000 Sandakan, Sabah
BINTULU KUCHING
Lot No. 4075, 4076, 4077 40 & 41, Jalan Tun Ahmad Zaidi Adruce SEREMBAN
Parkcity Commercial Square Phase 5 93200 Kuching, Sarawak 255 & 256, Ground Floor
Jalan Tun Ahmad Zaidi Jalan S2 B12
97000 Bintulu, Sarawak MELAKA Uptown Avenue Seremban 2
108A, Ground Floor 70300 Seremban
IPOH Jalan Berkat 15 Negeri Sembilan Darul Khusus
8 & 10, Bercham Bistari 1 Taman Malim Jaya
Medan Bercham Bistari 75250 Melaka SIBU
31400 Ipoh 25, Ground Floor
Perak Darul Ridzuan MENTAKAB Lorong Wong King Huo 1B
28B & 28C, Jalan Zabidin 96000 Sibu, Sarawak
JOHOR BAHRU 28400 Mentakab
1, Jalan Sri Plentong 5 Pahang Darul Ridzuan TAIPING
Taman Perindustrian 13,15 & 17, Tingkat Bawah
Sri Plentong 81750 Masai MIRI Jalan Medan Saujana Kamunting
Johor Darul Takzim Lot 1740, Block 9 Taman Medan Saujana Kamunting
MCLD Rice Mill Road 34600 Kamunting,Taiping
KLANG Kampung Bahru Perak Darul Ridzuan
No. 4 & 6 (Ground Floor) 98000 Miri, Sarawak
Jalan Kasuarina 11, Bandar Botanic WANGSA MAJU
41200 Klang, Selangor Darul Ehsan NUSA BESTARI 34N-0-3
26G, Jalan Bestari 7/2 Jalan Wangsa Delima 6 (1/27F)
KOTA BAHRU Taman Nusa Bestari KLSC Section 5
10 & 11, Lot 1669 & 1670 79150 Nusajaya Pusat Bandar Wangsa Maju
Bangunan Yakin Johor Darul Takzim 53300 Kuala Lumpur
Jalan Raja Perempuan Zainab 2
Bandar Baru Kubang Kerian PULAU PINANG BRUNEI
16150 Kota Bharu 9 & 10, Persiaran Karpal Singh 2 6 & 7, Block A
Kelantan Darul Naim 11600 Jelutong, Pulau Pinang Kompleks Shakirin
Kampong Kiulap
KOTA KINABALU Bandar Seri Begawan
Lot 6 (1st Floor) & BE1518 Brunei Darussalam
Lot 7 (Ground & 1st Floor)
Block F Sri Kepayan Commercial Centre
88200 Kota Kinabalu, Sabah
146 Amway (Malaysia) Holdings Berhad Other Information
NOTICE IS HEREBY GIVEN THAT the 24th Annual General Meeting of AMWAY (MALAYSIA) HOLDINGS BERHAD (“the Company”) will be
held at the Van Andel & DeVos Training Centre, Amway (Malaysia) Sdn. Bhd., 28, Jalan 223, 46100 Petaling Jaya, Selangor Darul Ehsan,
Malaysia on Wednesday, 29 May 2019 at 9.30 a.m. for the following purposes:
AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2018 together Please refer to Note 1 of
with the Directors’ and the Auditors’ Reports thereon. the Explanatory Notes
2. To re-elect Mr Low Han Kee who is retiring pursuant to Article 87.1 of the Company’s Articles of Ordinary Resolution 1
Association, comprising part of the Constitution of the Company (“the Constitution”).
3. To re-elect En Abd Malik Bin A Rahman who is retiring pursuant to Article 94 of the Ordinary Resolution 2
Company’s Constitution.
4. To re-elect Datin Azreen Binti Abu Noh who is retiring pursuant to Article 94 of the Ordinary Resolution 3
Company’s Constitution.
5. To approve the payment of under provision of Directors’ benefits amounting to RM9,600.00 for the Ordinary Resolution 4
financial year ended 31 December 2018.
6. To approve the Directors’ fees and benefits of up to RM570,000.00 for the financial year ending Ordinary Resolution 5
31 December 2019 (2018: fees of up to RM522,000.00).
7. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to Ordinary Resolution 6
fix their remuneration.
As Special Business
To consider and, if thought fit, to pass with or without modifications, the following Ordinary Resolution:
8. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue Ordinary Resolution 7
or Trading Nature with Access Business Group International LLC (“ABGIL”), Amway Business
Services Asia Pacific Sdn. Bhd. (“ABSAP”), Alticor Inc. (“Alticor”), Amway International Inc.
(“Amway International”) and Amway (Singapore) Pte. Ltd. (“Amway (S)”)
“THAT approval be and is hereby given for the Company and/or its subsidiaries (“Group”) to enter
into recurrent transactions of a revenue or trading nature with ABGIL, ABSAP, Alticor, Amway
International and Amway (S) as set out in Section 2.4 of the Circular to shareholders dated
29 April 2019, which are subject to the approval of the Proposed Renewal of Shareholders’ Mandate,
provided that such recurrent transactions are necessary for the day-to-day operations and are
carried out in the ordinary course of business and at arms-length basis on normal commercial terms
which are consistent with the Group’s normal business practices and policies and on terms not more
favourable to the related parties than those generally available to the public and on terms not to the
detriment of the minority shareholders,
Annual Report 2018 147
(i) the conclusion of the next Annual General Meeting of the Company (“AGM”) at which time it
will lapse, unless by a resolution passed at that meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM is required to be held under Section
340(2) of the Companies Act 2016 (but must not extend to such extension as may be allowed
under Section 340(4) of the Companies Act 2016); or
(iii) revoked or varied by ordinary resolution passed by the shareholders in a general meeting,
whichever is the earlier AND THAT the Directors of the Company be and are hereby authorised to do
all such acts and things (including, without limitation, to execute all such documents and to assent
to any conditions, variations and/or amendments) in the interest of the Company to give effect to the
aforesaid shareholders’ mandate,
AND THAT in making the appropriate disclosure of the aggregate value of the recurrent transactions
conducted pursuant to the shareholders’ mandate in the Company’s annual report, the Company
must provide a breakdown of the aggregate value of the recurrent transactions made during the
financial year, amongst others, based on the following information:
As Special Resolution
9. Proposed Alteration of the Existing Memorandum and Articles of Association by replacing with a Special Resolution
New Constitution (“Proposed Alteration”)
“THAT the existing Memorandum and Articles of Association of the Company be hereby altered by
replacing with a new Constitution as set out in the Appendix attached to the Annual Report 2018 with
effect from the date of passing this special resolution.
AND THAT the Directors of the Company be hereby authorised to do all such acts and things and to
take all such steps as they deem fit, necessary, expedient and/or appropriate in order to complete and
give full effect to the Proposed Alteration with full powers to assent to any condition, modification,
variation and/or amendment as may be required or imposed by the relevant authorities.”
10. To transact any other business of which due notice is given in accordance with the Companies Act
2016 and the Company’s Constitution.
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend,
vote and speak in his/her stead. A proxy may but need not be a member of the Company.
2. Where a member appoints two (2) proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her
shareholdings to be represented by each proxy.
3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in
one securities account (omnibus account) as defined under the Securities Industry (Central Depositories) Act 1991, there is no limit
to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing
or, if the appointor is a corporation, either under its Common Seal or signed by an officer or attorney so authorised.
5. The instrument appointing a proxy or proxies and the power of attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power or authority, must be deposited with the Share Registrar of the Company at Tricor Investor
& Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur, Malaysia, or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium,
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time set for
holding the meeting or at any adjournment thereof.
6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 23 May 2019 (General
Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxy(ies) to attend, vote and speak on his/
her behalf.
7. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”), all
resolutions set out in this Notice will be put to vote by way of poll.
1. Agenda item no. 1 is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 does not require a
formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting.
Mr Low Han Kee, En Abd Malik Bin A Rahman and Datin Azreen Binti Abu Noh are standing for re-election as Directors of the
Company and being eligible, have offered themselves for re-election at the 24th Annual General Meeting.
The Board of Directors (the Board) has, through the Nominating Committee, considered the assessment of the Directors and
collectively agreed that they meet the criteria as prescribed by Paragraph 2.20A of the MMLR on character, experience, integrity,
competence and time to effectively discharge their roles as Directors.
The Board has also through the Nominating Committee, conducted an assessment on En Abd Malik Bin A Rahman and Datin Azreen
Binti Abu Noh’s independence and is satisfied that they have complied with the criteria prescribed by the MMLR and Malaysian Code
on Corporate Governance.
Dato’ Ab. Halim Bin Mohyiddin who is due for re-election pursuant to Article 87.1 of the Company’s Constitution has indicated to
the Company that he would not seek re-election at the 24th Annual General Meeting. Therefore, Dato’ Ab. Halim Bin Mohyiddin shall
cease to be the Director and Chairman of the Company upon the conclusion of the 24th Annual General Meeting.
Annual Report 2018 149
Ordinary Resolution 4 is to facilitate the payment of the shortfall of Directors’ benefits amounting to RM9,600.00 for the financial
year ended 31 December 2018 due to additional Board Committee meetings and benefits-in-kind.
Ordinary Resolution 5 is to facilitate the payment of Directors’ fees and benefits on a current financial year basis, calculated based
on the current board size and the number of scheduled Board and Board Committee meetings for the current financial year. In the
event the proposed amount is insufficient, approval will be sought at the next Annual General Meeting for the shortfall.
4. Ordinary Resolution 6
The Board has through the Audit Committee, considered the re-appointment of Messrs Ernst & Young as Auditors of the Company.
The factors considered by the Audit Committee in making the recommendation to the Board to table their re-appointment at the 24th
Annual General Meeting are disclosed in the Corporate Governance Overview Statement of this Annual Report.
1. Ordinary Resolution 7
This Resolution, if passed, will allow the Group to enter into recurrent related party transactions of a revenue or trading nature
with ABGIL, ABSAP, Alticor, Amway International and Amway (S) in the ordinary course of business and the necessity to convene
separate general meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions
occur would not arise. Besides facilitating a smoother and more efficient conduct of business, this would substantially reduce
administrative time, inconvenience, expenses associated with the convening of such meetings and would place the Group in a better
position to leverage and take advantage of business opportunities as and when they may arise, without compromising the corporate
objectives of the Group. The shareholders’ mandate is subject to renewal on an annual basis.
Please refer to the Circular to Shareholders dated 29 April 2019 for further details.
2. Special Resolution
This proposed Special Resolution, if passed, will enable the Company to alter its existing Memorandum and Articles of Association
by replacing with a new Constitution which is drafted in accordance with the relevant provisions of the Companies Act 2016,
relevant amendments of Chapter 7 and other Chapters of the MMLR and other provisions of laws and regulations that are applicable
to the Company.
For further information on the Proposed Alteration, please refer to the Appendix.
There are no individuals standing for election/appointment as Directors at the 24th Annual General Meeting.
The Directors who are standing for re-election are Mr Low Han Kee, En Abd Malik Bin A Rahman and Datin Azreen Binti Abu Noh, whose
profile can be found on pages 43, 48 and 49 respectively of the Annual Report 2018.
150 Amway (Malaysia) Holdings Berhad Other Information
Analysis of Shareholdings
As at 20 March 2019
ANALYSIS OF SHAREHOLDINGS
Distribution of shareholdings according to size:
No. of % of
Shareholders/ Shareholders/ No. of % of Issued
Size Of Holdings Depositors Depositors Shares Held Capital
SUBSTANTIAL SHAREHOLDERS
(As per Register of Substantial Shareholders)
Direct Indirect
No. of No. of
Name Of Shareholders Shares held % Shares held %
Notes:
*i Deemed interest by virtue of its interest in GDA pursuant to Section 8 of the Companies Act 2016.
*ii Deemed interest by virtue of its interest in Amway Nederland pursuant to Section 8 of the Companies Act 2016.
*iii Deemed interest by virtue of its interest in Amway International pursuant to Section 8 of the Companies Act 2016.
*iv Deemed interest by virtue of its interest in Alticor pursuant to Section 8 of the Companies Act 2016.
*v Deemed interest by virtue of its interest in SHI pursuant to Section 8 of the Companies Act 2016.
*vi The equity interests in AGH are wholly held by certain trusts established by Jay Van Andel and Richard M. DeVos, the
co-founders of the AGH group of companies or members of their immediate families.
Annual Report 2018 151
Analysis of Shareholdings
SHAREHOLDINGS OF DIRECTORS
(As per Register of Directors’ Shareholdings)
**Negligible
Analysis of Shareholdings
As at 20 March 2019
No. of % of
shares held Issued Capital
1. GDA B.V. 84,990,283 51.70
2. AMANAHRAYA TRUSTEES BERHAD-AMANAH SAHAM BUMIPUTERA 21,475,200 13.06
3. KUMPULAN WANG PERSARAAN (DIPERBADANKAN) 14,815,800 9.01
4. CITIGROUP NOMINEES (TEMPATAN) SDN BHD
- EMPLOYEES PROVIDENT FUND BOARD 10,382,433 6.32
5. AMANAHRAYA TRUSTEES BERHAD
- AMANAH SAHAM MALAYSIA 8,000,000 4.87
6. AMANAHRAYA TRUSTEES BERHAD
- AMANAH SAHAM BUMIPUTERA 2 3,150,000 1.92
7. AMANAHRAYA TRUSTEES BERHAD
- PUBLIC DIVIDEND SELECT FUND 1,622,500 0.99
8. CIMB COMMERCE TRUSTEE BERHAD
- PUBLIC FOCUS SELECT FUND 940,000 0.57
9. CITIGROUP NOMINEES (TEMPATAN) SDN BHD
- EMPLOYEES PROVIDENT FUND BOARD (F TEMPLETON) 577,200 0.35
10. CITIGROUP NOMINEES (TEMPATAN) SDN BHD
- KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (KENANGA) 548,600 0.33
11. PUBLIC NOMINEES (TEMPATAN) SDN BHD
- PLEDGED SECURITIES ACCOUNT FOR LEE SEY LIANG (KLC/KEN) 343,700 0.21
152 Amway (Malaysia) Holdings Berhad
Analysis of Shareholdings
No. of % of
shares held Issued Capital
12. AMANAHRAYA TRUSTEES BERHAD
- ASN UMBRELLA FOR ASN EQUITY 3 316,600 0.19
13. AMANAHRAYA TRUSTEES BERHAD
- AMANAH SAHAM MALAYSIA 3 295,700 0.18
14. CITIGROUP NOMINEES (ASING) SDN BHD
- CBNY FOR DFA EMERGING MARKETS SMALL CAP SERIES 252,400 0.15
15. CITIGROUP NOMINEES (TEMPATAN) SDN BHD
- EMPLOYEES PROVIDENT FUND BOARD (F.TEMISLAMIC) 217,800 0.13
16. CIMSEC NOMINEES (TEMPATAN) SDN BHD
- CIMB BANK FOR SKYTURE CAPITAL SDN BHD (M51016) 205,000 0.12
17. URUSHARTA JAMAAH SDN BHD 204,000 0.12
18. PUBLIC NOMINEES (TEMPATAN) SDN BHD
- PLEDGED SECURITIES ACCOUNT FOR CHEW ER HONG (E-KPG) 192,900 0.12
19. CHUA SOON GIN 179,700 0.11
20. CITIGROUP NOMINEES (TEMPATAN) SDN BHD
- KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (UOB AM SC EQ) 168,000 0.10
21. KALSOM BINTI AHMAD 134,000 0.08
22. AJEET KAUR A/P INDER SINGH 128,700 0.08
23. MEHAR SINGH @ MEHAR SINGH GILL 127,000 0.08
24. BOH PLANTATIONS SDN BERHAD 122,500 0.07
25. NEW TONG FONG PLYWOOD SDN BHD 120,000 0.07
26. TEO CHIANG HONG 116,000 0.07
27. YEOH SAIK KHOO SENDIRIAN BERHAD 114,500 0.07
28. AMANAHRAYA TRUSTEES BERHAD
- ARB FOR YAYASAN TUN ISMAIL MOHAMED ALI (BERDAFTAR) 103,500 0.06
29. CITIGROUP NOMINEES (ASING) SDN BHD
- CBNY FOR EMERGING MARKET CORE EQUITY PORTFOLIO DFA INVESTMENT
DIMENSIONS GROUP INC 101,900 0.06
30. LIM NG KIAT 101,000 0.06
150,046,916 91.25
Other Information Annual Report 2018 153
REGISTRATION
HELP DESK
Tel/Hp No: of
being member(s) of Amway (Malaysia) Holdings Berhad, hereby appoint:-
Full Name (in Block and as per NRIC/Passport) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
Full Name (in Block and as per NRIC/Passport) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
or failing him/her, the Chairman of the Meeting as *my/our proxy/proxies to attend and vote for *me/us and on *my/our behalf at the 24th Annual
General Meeting of the Company to be held at the Van Andel & DeVos Training Centre, Amway (Malaysia) Sdn Bhd, 28, Jalan 223, 46100 Petaling
Jaya, Selangor Darul Ehsan, Malaysia on Wednesday, 29 May 2019 at 9.30 a.m. or at any adjournment thereof, and to vote as indicated below:-
Signature of Shareholder/Common Seal
* Delete whichever is inapplicable
NOTES:-
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend, vote and speak in his/her stead. A proxy may but need not be
a member of the Company.
2. Where a member appoints two (2) proxies, the appointments shall be invalid unless he/she specifies the proportion of his/her shareholdings to be represented by each proxy.
3. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”) as defined
under the Securities Industry (Central Depositories) Act 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus
account it holds.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its Common Seal
or signed by an officer or attorney so authorised.
5. The instrument appointing a proxy or proxies and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be
deposited with the Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn Bhd, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8,
Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur, Malaysia not less than 48 hours before the time set for holding the meeting or at any adjournment thereof.
6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 23 May 2019 (General Meeting Record of Depositors) shall be eligible to attend the meeting
or appoint proxy(ies) to attend, vote and speak on his/her behalf.
7. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice of the 24th Annual General Meeting will be put
to vote by way of poll.
fold here along dotted line
AFFIX STAMP