Anything Is Possible: Annual Report 2018

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Anything

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.

For more information, visit our website

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

026 Statutory Declaration 089


Independent Auditors’ Report 090
Sustainability Statement
Statements of Comprehensive Income 094
Sustainability Statement 026 Statements of Financial Position 095
Statements of Changes in Equity 096
Statements of Cash Flows 098
Notes to the Financial Statements 100

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

034 General Meeting


Analysis of Shareholdings 150
Our Significant Events and Accolades Information for Shareholders on 24th Annual 153
Awards and Achievements 034 General Meeting
2018 Event Highlights 036 Proxy Form •

24 th Annual VENUE : Van Andel & DeVos Training Centre,


Amway (Malaysia) Sdn. Bhd.
General TIME : 9.30 a.m.
Meeting DATE : 29 May 2019
Annual Report 2018 003

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.

Vision & Values


Amway’s vision is simple: Amway and ABOs work together each and every day to help people live better
lives. We aim to help people everywhere discover their potential and achieve their goals by offering better
products and opportunities for the future, and by sharing generously with the global community. Amway
has six (6) enduring values upon which the business is built. These six (6) Amway Values are a natural
development of the Founders’ Fundamentals. These values are the cornerstone to building the Amway
business, and to instilling noble values that will help people live better lives.

PARTNERSHIP PERSONAL RESPONSIBILITY


Amway is built on the concept of partnership Each individual is accountable and responsible
between our founders. The partnership that for achieving their personal goals. With the
exists among the Founding Families, employees, principle of helping others to help themselves,
and business owners is our most prized Amway maximises the potential of the individual
possession. The excellent entrepreneurial and shared success. Amway provides the
spirit of ABOs and the dedication of Amway environment and opportunity for ABOs to give
employees have resulted in Amway Malaysia back to communities in ways that enhance
being in the top-10 market among the over their self-worth and personal responsibility as
100 countries and territories where Amway good citizens.
operates. The success is testimony to a
truly matured partnership among the ABOs,
Management and employees.

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.

PERSONAL WORTH FREE ENTERPRISE


Amway acknowledges the uniqueness of each Amway advocates freedom and free enterprise.
individual. Every person is worthy of respect Amway offers equal opportunity to every
and deserves an equal opportunity to succeed individual to enjoy the uncommon freedom
to the fullest extent of their potential. Countless to build a business of their own, while at the
ABOs have achieved success since they started same time build their integrity and personal
their Amway business. They have found their worth, and maximises their achievements and
place in society where their contributions are personal responsibility.
respected, and they in turn seek to help others
in need to improve their personal worth.
It starts with
004 Amway (Malaysia) Holdings Berhad

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

fundamentals VALUES business Employees


owners
At Amway, we’re always Amway strives to help More than three (3) As a global company
looking toward the people live healthier, million people around focused on people,
future – embracing new more empowered the world earn extra Amway offers rich,
ideas and generations lives through quality income for themselves cross-cultural career
of business owners products and business and their families experiences around
by embracing our ownership. As we’ve as Amway Business the world. Amway
Founders’ Fundamentals: grown for more than Owners (“ABOs”). Since careers are diverse
Freedom, Family, Hope five (5) decades 1959, Amway has paid — from finance and
and Reward. These globally, we’ve relied out more bonuses and farming, to technology
fundamentals are the on six (6) enduring cash incentives to and teaching, our
foundation of business, values to guide our its business owners work helps ABOs
meant to guide and attitudes, actions and worldwide than any build better lives for
inspire us to continue to path moving forward: other direct sales themselves, their
move forward helping Partnership, Integrity, company in history. communities, and their
people live healthier, more Personal Worth, families.
empowered lives. Achievement, Personal
Responsibility, and
Free Enterprise.
006 Amway (Malaysia) Holdings Berhad Our Strategy and Performance Review

Quarterly Performance

SALES REVENUE PROFIT BEFORE TAX NET PROFIT

RM972.3mil* RM70.2mil RM54.5mil

2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year

Sales Revenue (RM Million) 235.3 227.8 260.2 249.0 972.3*

Profit Before Tax (RM Million) 11.0 10.3 21.5 27.4 70.2

Net Profit (RM Million) 8.0 7.5 17.1 21.9 54.5

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

*Pre-MFRS 15 adjustments, sales revenue was RM996.0 million

2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Full Year

Sales Revenue (RM Million) 237.2 252.1 243.6 251.3 984.2

Profit Before Tax (RM Million) 13.3 19.9 19.5 17.8 70.5

Net Profit (RM Million) 9.4 14.8 14.9 13.5 52.6

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

5-Year Financial Highlights

sales revenue (RM Million) profit before tax (RM Million)

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

net profit (RM Million) net earnings per share (sen)

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

net dividend per share (sen) core abo force (‘000)

55.0 252 254


251
242
45.0 239

30.0 27.5 27.5

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

Our efforts have yielded results in FY2018 as is evident by the expansion of


our CAF, which stands at more than 254,000 – with notable growth especially
among ABOs who are under 35 years of age and the Bumiputera segment.

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.

The Board wishes to express its thanks to


Dato’ Ab. Halim Bin Mohyiddin who will
serve as Chairman until his tenure ends
on 29 May 2019, post our 24th Annual
General Meeting. Dato’ Ab. Halim Bin
Mohyiddin has been pivotal in guiding
the Group towards the achievement of
notable milestones and his contributions
have made a positive impact on our
overall growth. He has chosen to not seek
re-election and we express our deepest
gratitude for his leadership over the past
16 years, first as a Director, followed by
his successful tenure as Chairman when
appointed in January 2006.
012 Amway (Malaysia) Holdings Berhad

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

>800 More than


global patents 100
Amway holds more than 800 global patents for our
products, a natural result of our focus on innovation
scientific
and our rigorous testing process. laboratories

>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-

engineers and quality products.

technicians
014 Amway (Malaysia) Holdings Berhad Our Strategy and Performance Review

Management Discussion and Analysis

KNOWN TRENDS & EVENTS on-year (“y-o-y”) by 1.2% at RM972.3


The rate of new Amway (Malaysia) Holdings Berhad
million. Our results are notable given that
sales revenue declined by 9.5% in FY2017.
ABO signups in (“Amway Malaysia”) and its subsidiaries
(“the Group”) delivered stable business In 2018, we saw encouraging growth in the
2018 increased results in 2018, despite persistent number of new Amway Business Owners
market headwinds. The Group continued (“ABOs”), Core ABO Force (“CAF”) size,
by more than to operate amidst a sluggish economic the under 35 years of age (“under-35”)

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

to the previous 4.7%1, compared to 5.9%1 in 2017, as a


result of rising living costs, prolonged low
monthly purchasing patterns. These strong
metrics reflect the resilience of our ABOs,
year, with consumer confidence and spending, and
the instability of the Ringgit.
the market value of Amway products,
the strength of the Amway Business
growth in the The Group adopted the Malaysian
Opportunity and the positive reception to
our sales and marketing initiatives.
under-35 and Financial Reporting Standard 15 (“MFRS
15”) for the annual period beginning on or Group profit before tax (“PBT”) decreased
across all ethnic after 1 January 2018 using the modified by 0.5% to RM70.2 million (post-MFRS

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

The BNM Quarterly Bulletin by Bank Negara Malaysia


1
Annual Report 2018 015

Management Discussion and Analysis

Our high-quality products are developed


and strongly backed by our extensive
research and development (“R&D”)
capabilities. These include some 1,000
R&D professionals across more than
100 laboratories located in various parts
of the world. Globally, Amway has over
800 patents in hand with more than 700
patents pending. We stand by our many
award-winning and industry leading
products and we are especially proud
of our range of Nutrilite™ supplements
as its ingredients are grown on our very
own certified organic farms in the United
States, Mexico and Brazil.

In Malaysia, Amway’s growing strength


is both supported by and reflected in
the continued expansion of our CAF
– especially seen in the under-35 and
Bumiputera segments – and the growth of
loyal customers. We recorded mid-single
digit percentage growth in the number of
local buyers and under-35 ABO activations,
and double-digit percentage growth in new
Bumiputera signups and activations. We
draw pride and satisfaction that our CAF
of more than 254,000 is truly reflective of
a multi-cultural Malaysia.

(“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

Management Discussion and Analysis

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

Management Discussion and Analysis

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

Management Discussion and Analysis

• Young Leaders Committee — An event


which grouped together 17 influential
young ABO Leaders who lead large
groups of predominantly under-35
downlines.

• F.Y.I+ Young Entrepreneurs Conference


— More than 1,500 people participated
in this conference. They had the
opportunity to hear from Doug DeVos,
Amway Co-Chairman and the son of the
late Amway Co-Founder Rich DeVos;
young entrepreneurs across different
industries as well as ABO Leaders on the
entrepreneurship landscape in Malaysia,
challenges of starting a business and
how to succeed.

• Tamil Rally — For the second consecutive


year, the Group and ABO Leaders held a
rally to attract new members as well as
motivate and train business builders.

• Special ABO Sessions with Doug DeVos —


Leveraging on DeVos’ visit, we organised
The 2018 National Convention was held • Diamond Meetings — Held twice (2) a year. several engagement sessions with
the day after at the Axiata Arena, Bukit different ABO communities, namely,
Jalil, and attended by more than 15,000 • Amway Diamond Advisory Council second generation ABO Leaders,
ABOs and prospects. sessions — Held three (3) times a year. the Group’s top Nutritional & Beauty
retailers, Diamond ABOs and young
• Amway Leadership Seminar (“ALS”) — • Diamond Invitational (“DI”) — A special entrepreneurs.
The 2018 ALS took our ABO Leaders annual leadership trip was organised to
to Hokkaido, Japan, in December, which South America in May 2018. It was the In addition to ABO Leader engagements,
is the first ALS to include ABO family first time that this trip was held there. almost 200 workshops were organised
members. Over 680 ABO Leaders from Over 180 Diamond and above ABO and attended by some 15,000 participants
Malaysia, Singapore and Brunei, and Leaders from Malaysia and Singapore to learn more about Amway products, the
their parents and children, explored the participated in sessions to learn from top business opportunity and leadership skills.
snowy landscapes of Hokkaido. They Latin ABO Leaders, attended recognition
participated in sessions that focussed on dinners and engaged in activities One such event was the studioABO LIVE
the success of family-owned businesses, designed to reinforce Amway’s unique Module 2: Success with Products, which
learnt from top Japanese ABO Leaders, business opportunity to build global was designed to help emerging business
attended recognition dinners, and businesses. Some leaders also took this builders develop sustainable structures,
engaged in activities designed to opportunity to travel to “Fazenda Amway grow loyal buyers, sell responsibly and
reinforce Amway’s unique business Nutrilite do Brasil”, Amway Global’s share the Amway brand story and values in
opportunity to build a business that is certified organic farm outside of Ubajara, modern, compelling ways. We also launched
multigenerational. Brazil. studioABO MOBILE, an online learning
platform to complement studioABO LIVE
Diamond ABOs and above lead large We also engaged with key ABO communities events by providing on-demand courses,
organisations made up of hundreds or and groups to address entrepreneurship videos and leadership training content.
thousands of ABOs. Diamonds are the issues specific to their segment, social
leader of leaders as they develop, mentor media and brand awareness matters,
and grow downlines to become Platinum community relevant products, networking,
ABOs. For our Diamond ABOs and above, training, workshops, etc. The sessions for
our engagement platforms were: 2018 were:
Annual Report 2018 019

Management Discussion and Analysis

SALES & MARKETING


PROGRAMMES

One of the most successful marketing


activities undertaken in 2018 to help
our ABOs grow loyal buyers was the
multi-category Cubalah: Try It! Love It!
programme. Essentially, the programme
enabled our ABOs to experience and share
more products by purchasing mini-packs
of selected products before purchasing the
full-sized pack.

To further support the Cubalah: Try It! Love


It! programme, we also enhanced our New
ABO Activation Programme. This initiative
encourages and rewards new members to
try products in the first three (3) months Infused perfected by personalised
after signing up, and also rewards new
with nature science for you
ABOs for going paperless and making the
effort to be environmentally friendly.

These campaigns collectively provided


mid-single digit percentage growth for • essentials by ARTISTRY – A skincare range the Personal Care category, GLISTER
loyal buyers and New ABO Activation rates consisting of Makeup Removing Wipes, kids provides high-quality dental
across all demographics. The campaigns Anti-Blemish Pore Refreshing Toner, products that meet the unique oral and
were effective in instilling greater Gel Cleanser, Anti-Blemish Gel Treatment dental hygiene requirements of children
confidence among our ABOs to sample and Light Lotion, all formulated using aged two (2) and above.
new products, broaden consumption skin-nourishing botanical ingredients,
patterns and introduce products to new such as the Nutrilite Acerola Cherry NUTRITION & WELLNESS
customers. extract, and ideal for those between AND ENERGY CATEGORIES
the ages of 18-25 who wish to better Nutrition & Wellness continues to be our
PRODUCT LAUNCHES & manage oily skin and acne. largest category. Nutrilite is a vitamin,
MARKETING EVENTS mineral and dietary supplement brand that
• ARTISTRY EXACT FIT™ Cushion provides a complete array of supplements
2018 was an eventful year for product Foundation All Day Cover SPF50+/ for a range of health needs. Nutrilite
innovation as we launched 11 new lines PA+++ – Offers all day SPF 50+/PA+++ sources natural plant concentrates, many
and product bundles in total, not forgetting coverage. grown on our own certified organic farms,
community-based programmes across and highly purified vitamins and minerals
multiple brand categories – Beauty & • ARTISTRY SIGNATURE SELECT™ from around the world to meet our quality
Personal Care, Nutrition & Wellness and Personalized Serum – Consists of standards. In 2018, we added XS™ Energy
Durables. This is reflective of the larger the Base Serum and five (5) types to this category and launched XS Energy
marketing and branding strategy to of Amplifiers, namely Hydration, Drinks in Malaysia.
keep our product lines fresh, trendy and Brightening, Anti-Wrinkle, Firming and
relevant. The campaign was supported Anti-Spot. The Base Serum can be In 2018, we offered Nutrilite gift sets which
by aggressive media activities, via both combined with up to three (3) Amplifiers saw our ABOs doing their part for charity
conventional and social media, and to create up to 25 possible combinations. with partial proceeds from each set sold
received plenty of traction from our ABOs With the slogan “Uniquely Yours”, this going to the Nutrilite Power of 5 Campaign,
and the media. personalised serum solution addresses to help fight childhood malnutrition around
the specific skincare needs of individual the world. Continuing the positive weight
BEAUTY & PERSONAL CARE CATEGORies users. management momentum of BodyKey™
In Malaysia, we strengthened our market by Nutrilite, we introduced a new fitness
presence and market share by launching • GLISTER™ kids Toothpaste and GLISTER tracking device and also held community-
several new ARTISTRY™ products: kids Toothbrush – A new introduction to based programmes.
020 Amway (Malaysia) Holdings Berhad

Management Discussion and Analysis

• 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

Management Discussion and Analysis

• Amway Central Malaysia – This app


serves as a complete one-stop
destination for the latest Amway digital
apps, web publications and more.
The latest update features a trendier
interface and more interesting content.

In 2018, we made several enhancements to


go paperless, reduce carbon footprint and
support the needs of our ABOs anytime
and anywhere, by launching the following:

• eAmagram – Digital publication featuring


lifestyle articles and information on
Amway products.

• eAchieve – Digital publication featuring


business articles and information that
our business builders will find relevant
and inspirational.
MODERNISATION & DIGITAL anywhere, using visuals and videos to tell
TRANSFORMATION their story. Our digital investment is part of • eIncome statement, eTax statement &
our underlying strategy to stay connected eCP58 statement – Available for our
Since 2017, Amway Malaysia has embarked and relevant with the generations of today ABOs to view when they log into our
on a journey to modernise its legacy and tomorrow. secure website.
infrastructure and end-of-life business
systems to enable the business to embrace With 60%-70% of our ABOs using mobile • Online Platinum Reports – Allow ABO
the digital era. Near term investment in devices to access the Group’s website Leaders access to their business
back end applications allows for more and other online tools and materials, we information and downlines’ progress.
efficient and innovative handling of chose to support their user behaviour by
inventory, warehouse management, launching several product apps for their • WhatsApp Broadcast Groups – Allow for
store planning and replenishment, benefit and convenience. In 2018, we instantaneous communication with ABO
delivery systems, finance transactions, launched several apps which are available Leaders on various topics ranging from
recordkeeping and order management. on the Google Play Store and Apple App promotions, events, news, etc.
Long-term investments in front end Store:
customer-facing applications will allow Our modernisation effort does not stop
us to pursue hyper-targeted marketing • ARTISTRY For You – This app provides at legacy systems or digital tools. Since
strategies, learn from and leverage on interactive product information and our 40th Anniversary in 2016, the Group
big data, accelerate time to market with experiences. The app supported both the has been updating our brick and mortar
new product, and improve customers’ essentials by ARTISTRY and ARTISTRY stores. From 2016 to 2017, we opened
experiences. SIGNATURE SELECT Personalized new modernised shops in Klang, Product
Serum launches. Pavilion at Amway HQ and Amway “By the
In addition to modernising legacy Sea” on Penang Island.
systems, we also embarked on a journey • ARTISTRY Virtual Beauty – This app
to equip our ABOs with a wide array of allows users to track the health of their In 2018, we launched a newly refurbished
digital tools, mobile learning materials and skin and get product recommendations. Amway “MuscleME” Shop in Melaka. It
eCommerce facilities to assist the ABOs features enhanced facilities for ABOs which
with growing their businesses. We are • Atmosphere CONNECT – This app was include a PhytoCafé™, AmwayKitchen,
cognisant that online and digital channels launched in conjunction with the launch meeting rooms, training rooms, restrooms
are the preferred medium of engagement, of Atmosphere SKY. It allows users to and surau. Dubbed “MuscleME”, ABOs
especially for the younger generation, who control the air purifier from their mobile who purchase a BodyKey Jump Start Kit
prefer to share information using their device, track filter usage, and monitor are entitled to receive four (4) free access
smartphones and tablets anytime and indoor and outdoor air quality levels. passes to the Daily Fitness gym, sauna
022 Amway (Malaysia) Holdings Berhad

Management Discussion and Analysis

and studio centre (located just above the


Melaka Shop). This is part of our continued
efforts to encourage our ABOs to adopt a
healthier lifestyle and be physically active.

Our long-term goal is to move away


from small distribution centres with
limited amenities to retail experience
centres that are focused on providing
immersive experiences for our ABOs to
meet their prospects for drinks at the
PhytoCafé, perform cooking demos in the
AmwayKitchen, get beauty or nutritional
assessments, receive training, hold small
group business meetings, shop for Amway
products, sign up new ABOs, and do much
more in a digitally connected retail space.

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

Management Discussion and Analysis

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

Product Labelling NUTRIL


infor

>254,000
Core ABO Force
as at 31 December 2018,
from 252,000
as at 31 December 2017

>RM30,000 >93 43%


saved on electricity tonnes savings
the Group reduced electricity of material on printed copies through
consumption by >22,000kWh in the office from broken warehouse shelves and chairs, the reduction of printed copies
and >37,000kWh in the warehouse and carbonised paper were recycled of the Amagram
026 Amway (Malaysia) Holdings Berhad Sustainability Statement

Sustainability Statement

SUSTAINABILITY LEADERSHIP
& GOVERNANCE

Sustainability leadership and governance


resides at the highest levels of the
Group; the Board of Directors and Senior
Management. This is due to the realisation
that sustainability is increasingly growing
in importance in terms of material impact
on business strategy and business
performance.

Matters such as ABO satisfaction, staff


retention and talent development, as
well as the sustainability of our products
are crucial to how the Amway brand is
perceived among stakeholders. Hence,
such matters continue to remain central to
the Board’s agenda.

The respective Board Committees – the


Risk Management Committee (“RMC”)
and Audit Committee (“AC”) – play a key
role in ensuring business sustainability by
reviewing key issues such as operational
and business risk, corporate governance,
Amway (Malaysia) Holdings Bhd (“Amway Malaysia”) and its subsidiaries (“the Group”)
established business policies and so on.
remains committed to its journey of sustainability with economic, environmental and social
The roles and responsibilities of both
(“EES”) parameters being key considerations in its overall business strategy. Sustainability
Committees are given in the AC Report and
is embedded in the heart of our corporate philosophy as we seek to create value for our
the Statement on Risk Management and
stakeholders and contribute to the development of a better world.
Internal Control of this Annual Report.

Our financial year (“FY”) 2018 Sustainability Statement (“Statement”) provides an


Additional disclosure on the overall
account of our sustainability related highlights, achievements and the overall positive
governance framework and practices
impact we have created for the environment and community at large. can be viewed in our FY2018 Corporate
Governance Report.
We pursue a wide range of sustainability strategies and action plans. In doing so, we
engage and work closely with our valued Amway Business Owners (“ABOs”), employees STAKEHOLDER ENGAGEMENT
and the local communities in a continuous effort to refine our approach to sustainability.
The Group defines stakeholders as
SCOPE AND BOUNDARY individuals or interest groups who are
impacted or influenced by its business
The scope of this Statement follows the scope and boundary of the Annual Report to activities and/or presence and vice versa;
include only the most material of projects, initiatives and activities of the Group, excluding with our principal stakeholders being our
our 3rd party contractors, suppliers and vendors. ABOs, regulators, investors and employees.

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

AMWAY Business shareholders,


employees
Owners (“ABOs”) investors & analysts
Engagement Approach Engagement Approach Engagement Approach
• Marketing and promotions • Townhalls • Annual reports
• Client/Service Managers • Intranet/newsletters • Annual General Meetings
• Customer contact centre • Engagement events (in-house • Financial reports
• Social media talks, trainings, development • Analyst briefings
programmes and social events)
• Events, forums/seminars, • Media releases
roadshows and rallies, i.e. • Employee satisfaction surveys
• Investor relations page on
Diamond/Platinum Forums, our website
studioABO Focus Areas
• Amway Diamond Advisory 1. Career development and goals Focus Areas
Council (“ADAC”)
2. Job satisfaction Short- and long-term business
3. Work-life balance goals and performance
Focus Areas
4. Service culture
1. “Top-of-mind” and
5. Business objectives alignment
consumer awareness
2. Marketing activities
3. Product training
4. Business process changes

Government & community &


media
regulators general Public
Engagement Approach Engagement Approach Engagement Approach
• Participation in Government and • Sales, marketing and promotions • Media releases
Regulator events • Corporate Social Responsibility
• Regulatory and technical activities Focus Areas
association • Social media Continuous and meaningful
• Direct selling industry engagement communication
Focus Areas
Regulatory and legal compliance Focus Areas
Community investment, development
and impact
028 Amway (Malaysia) Holdings Berhad

Sustainability Statement

In 2018, we continued to actively


engage stakeholders via a wide range of
communication channels and mediums
with the intent to solicit their view,
feedback, concern and perspective towards
refining our definition and assessment of
materiality.

This ensures that we remain inclusive in the


development of our overall understanding
and approach to sustainability with
stakeholder views being well represented
in our sustainability strategies.

MATERIALITY MATTERS

Having actively engaged with the


stakeholders and by integrating the insights
derived from our internal knowledge and
understanding of our business environment,
the Group is well positioned to define its
materiality topics, aspects and disclosures.

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

The importance of eCommerce continues


to grow and shows no signs of slowing
down. The eCommerce market in Malaysia
registered a continuous increase for the
ABO Force Brand eCommerce
period of seven (7) years from 2010 to
Credibility &
Experience over RM85 billion with an average annual
growth rate of 12.5%1. Amway continues
to invest in its eCommerce business
solution via “www.amway.my” in order to
supplement and expand beyond existing
brick and mortar retail operations, thereby
serving more ABOs and customers across
Foreign Equal Opportunity Vendor Malaysia.
Exchange Risk Employment Management &
& Work Environment Procurement While eCommerce offers many advantages
Practices
in the modern business marketplace,
the unauthorised presence and sales of
Amway products via 3rd party websites
and online sales platforms undermined
the efforts of our ABOs. We do not provide
any satisfaction guarantees, warranties,
Confidentiality Usage of Community nor accept any returns for products
of Information Resources Relations & purchased via these aforementioned sites.
(Data Privacy) Community
Some images of Amway products that
Empowerment
appear on 3rd party online selling sites
may look very professional, giving the
remained stable and positive, with As a direct selling business, the false appearance that the products are
products, our physical presence and awareness and trust in our brand is a being sold by authorised ABOs. However,
strong ABO Leadership being key drivers material matter and we continue to invest Amway has not and does not issue
of the positive experience. in creating rewarding Amway experiences licenses to any external parties to use our
for our stakeholders. Given the proliferation logos and photos. Therefore, the use of any
of technology and widespread use of Amway-owned images and written copy
BRAND CREDIBILITY & by these unauthorised sellers are illegal
EXPERIENCE social media, the Group believes that an
infringements of Amway’s intellectual
integrated branding strategy that employs
property.
Trust, awareness and brand credibility conventional and digital media is crucial
remain the foundation of our business. The to connect with our ABOs and the larger
We continue to work with our legal
fair and accurate marketing of our products market.
advisors, relevant authorities and
and steady growth of our ABOs continue
stakeholders to identify and hold the
to position us as one of the leading direct Labelling operators of these unauthorised selling
selling companies in the industry. sites accountable. Additionally, any ABO
Every Amway product has a clear and found participating in and/or supporting
Our products are relevant and well comprehensive label that lists ingredients, these unauthorised sellers will be held
supported by substantiated information, proper application and use, as well as accountable for violating their contract
while the Amway Sales & Marketing Plan safety and health advisories, wherever with Amway. Amway remains committed
and business model are clearly laid out, required and applicable. As of 2018, all to taking all reasonable actions necessary
enabling customers and potential ABOs to Nutrilite products carry the new labels, to safeguard the Amway brand, reputation
make informed choices. which were first introduced in 2017. and business opportunity for our ABOs.

1
Information and Communication Technology Satellite Account 2017 by Department of Statistics, Malaysia
030 Amway (Malaysia) Holdings Berhad

Sustainability Statement

FOREIGN EXCHANGE RISK

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.

EQUAL OPPORTUNITY EMPLOYMENT & WORK ENVIRONMENT

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

Our recycling effort (for carton, plastic,


shrink wrap and metal) prevented more
than 93,000kg (93 tonnes) worth of
material from going to the landfill. The
recyclable materials were sourced from
across our business operations. The
Annual Report 2018 033

Sustainability Statement

during these initial years can impair brain


and body development. The Power of 5
campaign was specifically designed to
address this issue and focusses on three
(3) key elements:

• Highlighting the critical first five (5)


years of life and how malnutrition
impacts children
• Highlighting Amway Global’s and
Nutrilite’s role in addressing this issue
with Nutrilite Little BitsTM and five (5) key
partnerships, and
• Inviting individuals to join us in fighting
childhood malnutrition

Nutrilite Little Bits, specially developed


by Amway Global, is a micronutrient
supplement targeted at malnourished Brazil Power of 5 Experience a “Run in Your Most Unique & Creative
children. The formula, which contains Attire” contest where our ABOs turned up
15 essential vitamins and minerals, is To create awareness on childhood in various styles and colours, adding fun
based on the World Health Organisation’s malnutrition among our ABOs, seven and excitement to the day. At the end of
(“WHO”) guidance for micronutrient (7) ABO Leaders from Malaysia had the the event, 18 winners were selected.
powders designed to address malnutrition chance to witness upclose the positive
in the first five (5) years of life. changes that the Nutrilite Power of 5 Going forward, we will continue to raise
campaign brought about on a trip to awareness on childhood malnutrition. This
Clinical studies have shown that Ubajara, Brazil, in April 2018, following the cause remains a fundamental CSR thrust
Nutrilite Little Bits has helped reduce Nutrilite Power of 5 Leadership Circle trip for the Group and we aim to ultimately
iron-deficiency anaemia by 93% and to Zambia, Africa, in 2017. establish in Malaysia our very own Power
stunting (the global measure of chronic of 5 programme to benefit malnourished
malnutrition in children) by 40%. Amway This experience made such a lasting children locally. In 2018, our ABOs have
Global’s goal is to provide a daily serving of impression that these leaders have gone raised more than RM600,000; this brings
Nutrilite Little Bits to more than 500,000 on to inspire their business groups to our 2-year total contribution to over
malnourished children by the end of 2019. contribute to the campaign by hosting RM1.2 million to help fight childhood
fundraisers, and helping people learn more malnutrition globally.
Towards this end, we introduced the limited about malnutrition and how they may
edition Nutrilite FAV Gift Sets, comprising support the cause.
three (3) supplement bundles namely
Flexibility, Agility and Vitality, in December Nutrilite Power of 5K Virtual Race
2018 to cater to the different health
requirements of our ABOs. For every set The Nutrilite Power of 5K Virtual Race was
sold, RM10 was donated to the Nutrilite held on 16 October in conjunction with
Power of 5 campaign, with the Group World Food Day 2018. Participants could
matching the donation by contributing either walk, run or go on the treadmill for
another RM10. There was strong support the 5km stint.
from our ABOs for this initiative with
almost 7,000 bundles sold as of FY2018.
The race attracted 224 participants from
Malaysia and Singapore with the total
For more info on the Power of 5, visit
fund collected amounting to over
powerof5.amwayglobal.com
RM13,000. At the same time, we also held
034 Amway (Malaysia) Holdings Berhad Our Significant Events and Accolades

Awards and Achievements

top employer asia pacific 2018


FOR Two (2) consecutive years since 2017

eSPRINGTM WATER TREATMENT SYSTEM

Reader’s Digest Trusted Brand Award 2018


Gold (Malaysia) in the Water Purifier Category

2018 Frost & Sullivan Asia Pacific Best Practices Award -


Home Water Treatment Company Of The Year
Annual Report 2018 035

Awards and Achievements

ARTISTRY SIGNATURE SELECT™ Personalized Serum

2018 Institute Of Packaging Professional (“IoPP”)


Ameristar Design Excellence Award

NUTRILITETM

Reader’s Digest Trusted Brand Award 2018


Gold (Malaysia) in the Vitamin/Health
Supplement Category
036 Amway (Malaysia) Holdings Berhad Our Significant Events and Accolades

2018 Event Highlights

Healthy Kids, Happy Smiles essentialsTM by ARTISTRYTM


FEBRUARY 2018 (#My1stRoofTopParty)
Amway HQ, Petaling Jaya
MARCH 2018
Avenue K Rooftop

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.

“Healthy Kids, Happy Smiles”, a joint collaboration by Nutrilite™


and GLISTER™ kids, featured many fun and educational activities
for our ABOs and their little ones as well as informative talks by
health experts on oral and children’s health. The children got to
meet Patches the Panda, the official mascot of GLISTER kids, as he
offers toothbrushing tips on how to develop sparklingly winsome
smiles, while the Nutrilite Kids Characters, Perfect Harmony, Lady
Booster and Mighty Flex, helped them learn about Nutrilite Kids
Supplements in a fun and engaging way.
Annual Report 2018 037

2018 Event Highlights

National Leadership Conference National Convention


And Leadership Dinner & Dance May 2018
Axiata Arena
MAY 2018
Setia City Convention Centre

Themed “XSperience More”, this year’s event drew thousands


of ABO Leaders who came to learn about the company’s latest
news and updates. The event was graced by Mark Beiderwieden,
Amway’s Regional President – Asia Pacific and XS Co-Founder
David Vanderveen. The highlight of the evening was the gala
dinner and the exotic décor which was inspired by an Arabian night
theme to celebrate the largest Asia Pacific Leadership Seminar
destination, RISE 2019 Dubai.

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

2018 Event Highlights

AtmosphereTM Sky Launch Living Life To The Fullest with


& Roadshow XSTM Energy
May 2018 AUGUST & SEPTEMBER 2018
Sunway Pyramid Convention Centre Sepang International Circuit
Atmosphere SKY, the latest generation of the Atmosphere air purifier,
was launched in June 2018, combining powerful connectivity for easy
operation and convenience with cutting-edge technology to provide
the best air filtration experience. To build excitement and awareness
leading up to the official launch, a series of rallies were held from
22-30 May 2018 with the support of its key scientist,
Darius Machado, in five (5) major cities, i.e. Petaling Jaya, Kota
Kinabalu, Kuching, Penang and Johor Bahru, which were attended
by over 2,900 ABOs.

BodyKeyTM Mentor Programme


JULY 2018
Amway HQ, Petaling Jaya

ABOs and their guests were fired-up and energised with


XScitement as they XSperienced XS Energy for the first time at
the XS Boost Camps held throughout Malaysia. Their passion
and enthusiasm were ignited further by the XS Energy XSclusive
Preview at the Sepang International Circuit. The event saw ABOs
from all over the country participating in a fun cycling event around
the race track, sampling XS Energy Drinks, playing various games
and dancing along to a concert hosted by none other than XS Co-
Attended by over 200 leaders, the BodyKey Mentor Programme Founder, David Vanderveen.
was a full day event aimed at guiding ABOs in growing their
BodyKey business and featured hands-on training on how to
use the BodyKey 2.0 app, the new InBodyWATCH and other
BodyKey products. Besides a health talk by a dietician, leaders
with successful BodyKey businesses shared tips on how to grow
a BodyKey business. Participants were armed with the knowhow
to replicate the successful practices they learnt about and shared it
with their own BodyKey Fitness Communities.
Annual Report 2018 039

2018 Event Highlights

Aspiring To Be A
Young Entrepreneur?
OCTOBER 2018
EX8, Subang Jaya

About 1,500 aspirational young entrepreneurs


packed the auditorium for the first ever F.Y.I+ Young
Entrepreneurs Forum. Themed “Inspirations Worth
Sharing”, the participants were there to glean
knowledge on what it takes to be a successful
entrepreneur. The highlight of the event was when
Doug DeVos, Amway Co-Chairman, made a surprise
appearance and shared some insights from the
Amway Global Entrepreneurship Report (“AGER”)
2018 (www.amwayglobal.com) including the
growing interest in entrepreneurship from the youth.

Learning From Beauty’s Best At studioABO LIVE Module 2:


ARTISTRY Beauty Camp Success with Products
OCTOBER 2018
NOVEMBER 2018
Malaysia International Trade and Exhibition Centre
Ideal Convention Centre, Shah Alam

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

COMPANY SECRETARIES SHARE REGISTRAR PRINCIPAL


Wong Wai Foong (MAICSA 7001358) Tricor Investor & Issuing BUSINESS ADDRESS
Kuan Hui Fang (MIA 16876) House Services Sdn Bhd
28, Jalan 223
Unit 32-01, Level 32, Tower A
46100 Petaling Jaya
Vertical Business Suite
Selangor Darul Ehsan
REGISTERED OFFICE Avenue 3, Bangsar South
Tel : 03-7946 2800
No. 8, Jalan Kerinchi
Unit 30-01, Level 30, Tower A Fax : 03-7946 2399
59200 Kuala Lumpur
Vertical Business Suite E-mail : [email protected]
Tel : 03-2783 9299
Avenue 3, Bangsar South Fax : 03-2783 9222
No. 8, Jalan Kerinchi
59200 Kuala Lumpur COMPANY WEBSITE
Tel : 03-2783 9191
AUDITORS www.amway.my
Fax : 03-2783 9111
Ernst & Young
Chartered Accountants
Level 23A, Menara Milenium
STOCK EXCHANGE
Jalan Damanlela LISTING
Pusat Bandar Damansara
50490 Kuala Lumpur Main Market
Bursa Malaysia Securities Berhad
Stock Code : 6351
PRINCIPAL BANKERS Stock Name : AMWAY
Public Bank Berhad
Standard Chartered Bank Malaysia Berhad
How We Are Governed Annual Report 2018 041

Directors’ Profiles

Dato’ Ab. Halim Bin Mohyiddin


Chairman, Senior Independent Non-Executive Director

Nationality : Malaysian Gender : Male Age : 73

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


Managing Director

Nationality : American Gender : Male Age : 45

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.

He graduated with a Bachelor of Science – Mechanical Engineering


from Boston University College of Engineering, Boston, MA.

Mr. Mike Duong does not hold any directorship in other public
companies and listed issuers.
Annual Report 2018 043

Directors’ Profiles

Low Han Kee


Non-Independent Non-Executive Director

Nationality : Malaysian Gender : Male Age : 59

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


Non-Independent Non-Executive Director

Nationality : American Gender : Male Age : 57

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


Non-Independent Non-Executive Director

Nationality : Malaysian Gender : Male Age : 58

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


Independent Non-Executive Director

Nationality : Malaysian Gender : Female Age : 68

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


Independent Non-Executive Director

Nationality : Malaysian Gender : Male Age : 64

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


Independent Non-Executive Director

Nationality : Malaysian Gender : Male Age : 70

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


Independent Non-Executive Director

Nationality : Malaysian Gender : Female Age : 49

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

Key Management Profiles

Ng Ai Lee KOK LAY CHENG WONG CHOOM YEE


Chief Financial Officer Head of Sales Head of Human Resource

Nationality : Malaysian Nationality : Malaysian Nationality : Malaysian


Gender : Female Gender : Female Gender : Female
Age : 47 Age : 48 Age : 49

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”).

MAGDELINE TAY SWEE CHOO leong kok fong


Head of Retail, Operations and Head of Marketing The Senior Management do not hold any
directorship in any public companies
Customer Service
and listed issuers. None of the Senior
Nationality : Malaysian Management mentioned above are
Nationality : Malaysian Gender : Male shareholders of the Company. They do not
Gender : Female Age : 45 have any familial ties with any Director
and/or major shareholder of the Company
Age : 51
nor conflict of interest with the Company.
Leong Kok Fong (Mr Leong) was appointed They have not been convicted of any offence
Magdeline Tay Swee Choo (Ms Tay) joined as Amway Malaysia’s Head of Marketing in in the past five years, nor has had any public
December 2013. He oversees the planning sanction or penalty imposed by the relevant
Amway Malaysia in October 2017 as the
regulatory bodies during the financial year.
Head of Supply Chain. She leads the Supply and execution of the Group’s marketing and
Chain team and has over 24 years of related communication strategies which include
industry experience in all areas of supply product and brand management, product
chain management encompassing planning, development, ABO communications and
procurement, inventory, warehousing, digital communications. Mr Leong graduated
distribution, logistics and customer service. from University of Malaya, majoring in
Ms Tay has served in similar roles with Business Administration and has many
leading international companies. She is years of related industry experience having
currently pursuing her Master of Science helmed marketing and communication
in Supply Chain Management from the positions previously with well-established
University of Bolton. large international retail and FMCG
companies.
How We Are Governed Annual Report 2018 051

Corporate Governance Overview Statement

The Board of Directors (“Board”) is committed to maintaining a high standard of corporate


governance throughout Amway (Malaysia) Holdings Berhad (“Amway” or “the Company”) and
its subsidiaries (collectively “the Group”) as part of its strategic approach to ensure the Group’s
business and operational sustainability while safeguarding the interest of stakeholders and
enhancing shareholder value.
In financial year ended 31 December 2018 (“FY2018”), the Board has continued to provide oversight on corporate governance and, by
working together with the Senior Management, has looked to strengthen its corporate governance practices to ensure closer alignment
with the Malaysian Code on Corporate Governance (“MCCG”).

This Corporate Governance Overview Statement (“CG Overview Statement”) is intended to reflect how the Group has achieved the
following in FY2018:

• Board leadership and effectiveness;


• Effective audit and risk management; and
• Integrity in corporate reporting and meaningful relationship with stakeholders.

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

Corporate Governance Overview Statement

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

Corporate Governance Overview Statement

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

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 operating budget as proposed by Senior Management;

• 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

Corporate Governance Overview Statement

• 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:

• Boardroom Diversity Policy


• Internal Audit Charter
• Code of Ethics
• Whistleblower Policy
• Investor Relations Policy
• Policy on Non-Audit services provided by External Auditors
• Risk Management Policy

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

Corporate Governance Overview Statement

Roles & Responsibilities of Key Positions

Chairman • Providing leadership for the Board to ensure it executes its responsibilities effectively.

• Helming the Board towards ensuring good corporate governance within the Group.

• Representing the Board to shareholders.

• Maintains regular contact with the MD.

• 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.

• Managing the interface between the Board and Management.

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.

• Acts within all specific authorities delegated by the Board.


056 Amway (Malaysia) Holdings Berhad

Corporate Governance Overview Statement

SCHEDULE OF MATTERS RESERVED FOR THE BOARD

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.

SEPARATION OF ROLES BETWEEN THE BOARD AND SENIOR MANAGEMENT

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.

BOARD ACCESS TO INFORMATION & ADVICE

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

Corporate Governance Overview Statement

BOARD ACTIVITIES AND TASKS IN FY2018

Following is a summary of matters addressed by the Board either directly or via its respective Board Committees:

FOCUS AREA ACTIVITIES & ACCOMPLISHMENTS


Financial & Operations • Deliberated and approved capital expenditure
• Deliberated and approved the Group’s budget and forecasts
• Reviewed principal business risks and ensure the implementation of mitigating measures and
internal controls
• Deliberated and approved unaudited quarterly financial results and annual audited financial
statements
• Reviewed internal audit findings and management responses
Strategic Plans and • Reviewed business strategies and operating plans
Sustainability • Oversee the conduct of the Group’s business
• Reviewed the succession planning and remuneration of the Board and Senior Management
Corporate Governance • Reviewed the Group’s corporate governance framework to be in line with the MCCG and Listing
Requirements of Bursa Securities
• Reviewed Board effectiveness
• Reviewed the term of office and performance of the AC, NC and RC

II. BOARD COMPOSITION

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

Corporate Governance Overview Statement

COLLECTIVE SKILLS & COMPETENCE OF THE BOARD

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

Corporate Governance Overview Statement

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

Corporate Governance Overview Statement

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 effectiveness and performance of the Executive Directors;

• 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”).

MANAGEMENT GOVERNANCE FRAMEWORK


RMC EXCOM
• Ensures effective implementation and maintenance of the • Implements the Group’s strategic plan, policies and decision
risk management framework. adopted by the Board.
• Manages the Group’s principal business risks on a timely • Oversees the operations and business development of the
basis. Group.

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.
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Corporate Governance Overview Statement

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.

BOARD AND BOARD COMMITTEES ATTENDANCE

Following is the attendance of the Board Members for Board meetings and Board Committee meetings held during FY2018:

Directors Number of Meetings Held


Board AC RC NC
Non-Executive Directors
Dato’ Ab. Halim Bin Mohyiddin 4/4 4/4 1/1 3/3
(Board Chairman, re-designated as AC member effective 26 February 2018)
Tan Sri Faizah Binti Mohd Tahir 4/4 4/4 N/A N/A
(Re-designated as AC Chairperson effective 26 February 2018)
Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham 4/4 4/4 N/A 3/3
(NC Chairman effective 26 February 2018, resigned on 1 January 2019)
Dato’ Abdullah Thalith Bin Md Thani 4/4 4/4 1/1 N/A
Mohammad Bin Hussin 4/4 N/A N/A N/A
Low Han Kee 4/4 N/A N/A N/A
Scott Russell Balfour 4/4 4/4 1/1 3/3
(RC Chairman, re-designated as NC member on 26 February 2018)
Abd Malik Bin A Rahman N/A N/A N/A N/A
(Appointed as Board member, AC member and NC Chairman effective 1 January
2019)
Datin Azreen Binti Abu Noh N/A N/A N/A N/A
(Appointed as Board member effective 26 February 2019)

Directors Number of Meetings Held


Board AC RC NC
Executive Directors
Liu, Ming-Hsiung @ Martin Liou 1/1* N/A N/A N/A
(Resigned as MD effective 1 May 2018)
Michael Jonathan Duong 4/4 N/A N/A N/A
(Re-designated as MD effective 1 May 2018)

*Resigned effective 1 May 2018, only 1 meeting was held prior to his resignation.


062 Amway (Malaysia) Holdings Berhad

Corporate Governance Overview Statement

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

BOARD PERFORMANCE EVALUATION

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:

• Directors’ evaluation form (self and peer assessment);


• Board and Board Committee evaluation form;
• AC evaluation form (including assessments of the External and Internal Auditors);
• Mix of skills and experience of the Board;
• Declaration of Independence; and
• Time commitment.

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:

• The candidate’s independence, in the case of the appointment of an INED;


• The composition requirements of the Board and its Committees (if the candidate is proposed to be appointed to any of the
Committees);
• The candidate’s age, track record, skills, knowledge, expertise, experience, professionalism, integrity, capabilities and such
other relevant factors that may potentially contribute to the Board’s collective skills; and
• Any competing time commitments if the candidate has multiple board representations.

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

Corporate Governance Overview Statement

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:

Corporate Governance/Risk Management


1. Malaysian Code on Corporate Governance and Corporate Governance Guide
2. Awareness Talk on Corporate Integrity - “Leadership’s tone in combating corruption”
3. Cyber and Information Security Awareness
4. The Organisation for Economic Co-operation and Development Roundtable Conference on Corporate Governance
5. Importance of Non-Financials Reporting

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

Corporate Governance Overview Statement

Industry/Legal and Regulatory Development


1. International Direct Selling Symposium
2. International Court of International Arbitration (ICCA) Conference 2018
3. Chartered Institute of Arbitrators Presidential Lecture
4. Asia Alternative Dispute Resolution Week

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

Corporate Governance Overview Statement

Remuneration of the Directors for FY2018 is as follows:

Group Salaries Defined


and other Contribution Benefits-
Fees emoluments Bonus Plan Allowances in-kind
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Liu, Ming-Hsiung @ Martin Liou
(resigned effective 1 May 2018) - 433.5 912.5 - 43.3 0.6
Michael Jonathan Duong - 1,627.3 655.0 - - 397.1
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 - - - - - -

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

Corporate Governance Overview Statement

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

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:

• Provision of written assurance of independence from the External Auditors;


• The level of service, independence and level of non-audit services rendered;
• The quality and scope of the planning of the audit in assessing risks and how the External Auditors maintain or update the
audit plan to respond to changing risks and circumstances;
• The quality and timeliness of reports provided to the AC;
• The level of understanding demonstrated of the Group’s business; and
• Communication to the AC about new and applicable accounting practices and auditing standards and its impact on the Group’s
financial statements.
Annual Report 2018 067

Corporate Governance Overview Statement

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:

FEES FY2017 FY2018


AUDIT FEES (RM) 232,000 226,000
NON-AUDIT FEES (RM) 81,000 11,000

COMPLIANCE WITH APPLICABLE FINANCIAL REPORTing STANDARDS

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.

II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

RISK MANAGEMENT AND INTERNAL AUDIT

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

Corporate Governance Overview Statement

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP


WITH STAKEHOLDERS

I. COMMUNICATION WITH SHAREHOLDERS


The Board is cognisant for the need of timely, comprehensive and accurate disclosures on the Group’s performance to stakeholders.
This includes but is not limited to corporate announcements, circulars to shareholders and financial information.

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.

II. CONDUCT OF GENERAL MEETINGS


The AGM, which is the principal forum for shareholder dialogue, allows shareholders to review the Group’s performance via the
Company’s Annual Report and pose questions to the Board for clarification.

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

Corporate Governance Overview Statement

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.

SHAREHOLDER PARTICIPATION AT GENERAL MEETING

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

Audit Committee Report

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.

A. COMPOSITION & MEMBERSHIP

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

Audit Committee Report

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;

• Abd Malik Bin A Rahman will be re-designated as AC Chairman; and

• Datin Azreen Binti Abu Noh will be appointed as a member of the AC.

B. ROLES & RESPONSIBILITIES

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.

C. SUMMARY OF WORK OF THE COMMITTEE

1. Financial Reporting

In FY2018, the AC undertook the following:

• 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

Audit Committee Report

• 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;

• Quality and timeliness of reports furnished to the AC;

• Level of understanding demonstrated of the Group’s business; and

• 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.

3. Oversight of The Group’s Internal Audit Function

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

Audit Committee Report

SUMMARY OF ACTIVITIES UNDERTAKEN BY THE INTERNAL AUDIT FUNCTION

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

Audit Committee Report

Other matters considered by the AC

During FY2018, the AC also undertook the following:

• 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.

D. AC TRAINING AND EDUCATION

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.

Name of Director Designation Attendance


Tan Sri Faizah Binti Mohd Tahir Chairperson, INED 4/4
Dato’ Ab. Halim Bin Mohyiddin Member, Senior INED 4/4
Scott Russell Balfour Member, Non-Independent Non-Executive Director 4/4
Dato’ Abdullah Thalith Bin Md Thani Member, INED 4/4
Tan Sri Dato’ Cecil Wilbert Mohanaraj Abraham
(resigned on 1 January 2019) Member, INED 4/4

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

Statement on Risk Management and


Internal Control

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:

Review Business Objectives

Risk identification

Risk evaluation

Risk mitigation

Risk monitoring & review

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

Statement on Risk Management and Internal Control

ENTERPRISE RISK MANAGEMENT FRAMEWORK

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.

LEVEL BUSINESS UNIT/ ROLES and RESPONSIBILITIES


OWNER

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.

During the financial year, the RMC undertook the following:

• 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

Statement on Risk Management and Internal Control

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.

CORPORATE RISK REGISTER

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

Statement on Risk Management and Internal Control

Following is a review of the Group’s key risk:

Foreign Exchange Risk Proliferation of eCommerce

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.

Any weakening of the Ringgit against the USD would potentially


lead to higher import costs, which may translate into an erosion
of profits.

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.

The Group continues to closely monitor developments in exchange


rates.

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

Statement on Risk Management and Internal Control

INTERNAL AUDIT FUNCTION

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:

(a) Group Core Values

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.

(b) Code of Ethics

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.

(c) Whistleblower Policy

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:

Senior Independent Non-Executive Director


Dato’ Ab. Halim Bin Mohyiddin
Email: [email protected]

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].

(d) Authority and Responsibility

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

Statement on Risk Management and Internal Control

(e) Written Policies and Procedures

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.

(f) Planning, Monitoring and Reporting

• 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.

REVIEW OF STATEMENT BY EXTERNAL AUDITORS

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

Compliance with Main Market Listing


Requirements of Bursa Malaysia Securities Berhad

In compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the
following information are provided:

UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS

There were no proceeds raised from corporate proposals during the financial year ended 31 December 2018.

AUDIT AND NON-AUDIT FEES

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:

FEES Company (RM) Group (RM)


Audit fees 31,000 226,000
Non-audit fees 11,000 11,000

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.

In preparing the financial statements, the Directors have:

• adopted appropriate accounting policies and applied them consistently;


• made judgements and estimates that are prudent and reasonable;
• ensured that applicable approved accounting standards have been followed; and
• prepared the financial statements on a going concern basis.
082 Amway (Malaysia) Holdings Berhad

Compliance with Main Market Listing Requirements of Bursa Malaysia


Securities Berhad

RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

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

089 Statement by Directors

089 Statutory Declaration

090 Independent Auditors’ Report

094 Statements of Comprehensive Income

095 Statements of Financial Position

096 Statements of Changes in Equity

098 Statements of Cash Flows

100 Notes to the Financial Statements


084 Amway (Malaysia) Holdings Berhad Financial Statements

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:

James Chiew Siew Hua


Ng Ai Lee (Appointed on 1 May 2018)
086 Amway (Malaysia) Holdings Berhad

Directors’ Report

Remuneration committee

The Remuneration Committee comprises wholly non-executive directors with the majority being independent directors.

The members of the Remuneration Committee comprise the following directors:

Scott Russell Balfour


Dato’ Ab. Halim Bin Mohyiddin
Dato’ Abdullah Thalith Bin Md Thani

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.

Indemnities to Directors and Officers



The Company maintained a Directors’ and Officers’ Liability insurance in respect of any legal action taken against the directors and
officers in the discharge of their duties while holding office for the Company and for the Group. The total amount of insurance premium
effected for any director and officer of the Company or the Group as at the financial year end was RM29,783 and the total amount of
sum insured was RM41,550,000. The directors and officers shall not be indemnified by such insurance for any deliberate negligence,
fraud, intentional breach of law or breach of trust proven against them.

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

Immediate, ultimate and penultimate holding companies

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.

Other statutory information

(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.

Auditors and auditors’ remuneration

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Auditors’ remuneration are disclosed in Note 7 to the financial statements.


088 Amway (Malaysia) Holdings Berhad

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

Independent Auditors’ Report


To the members of Amway (Malaysia) Holdings Berhad (Incorporated in Malaysia)

Report on the audit of the 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:

1) Revenue and cost of goods sold

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

Independent Auditors’ Report


To the members of Amway (Malaysia) Holdings Berhad (Incorporated in Malaysia)

Key audit matters (contd.)

Systems Integration and Data Integrity (contd.)

2) Provision for and expenses relating to commission and bonuses

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.

5) Cash and bank balances



The Group’s receipts from its customers generally arise from various payment methods, including through online transactions,
over the counter cash payments and cheques. Due to the Group’s nature of business and operations, there are large volumes of
cash receipts transactions being processed daily. The cash receipts information obtained from various information technology
systems are critical inputs to the bank reconciliation process.

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

Independent Auditors’ Report


To the members of Amway (Malaysia) Holdings Berhad (Incorporated in Malaysia)

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.

Responsibilities of the directors for the financial statements

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.

Auditors’ responsibilities for the audit of the financial statements

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

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

Independent Auditors’ Report


To the members of Amway (Malaysia) Holdings Berhad (Incorporated in Malaysia)

Auditors’ responsibilities for the audit of the financial statements (contd.)

• 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.

Ernst & Young Edwin Joseph Francis


AF: 0039 No. 03370/05/2020 J
Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia
26 March 2019
094 Amway (Malaysia) Holdings Berhad Financial Statements

Statements of Comprehensive Income


For the financial year ended 31 December 2018

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) - -

Gross profit 240,288 244,190 44,374 41,179


Other income 6 6,556 6,147 3,304 3,295
Distribution expenses (50,516) (48,039) - -
Selling and administrative expenses (126,147) (131,797) (1,245) (1,125)

Profit before tax 7 70,181 70,501 46,433 43,349


Income tax expense 10 (15,671) (17,857) (675) (878)

Profit net of tax, representing profit attributable


to owners of the parent 54,510 52,644 45,758 42,471

Other comprehensive income:
Foreign currency translation, representing other
comprehensive income for the year, net of tax 4 (20) - -

Total comprehensive income for the year,
attributable to owners of the parent 54,514 52,624 45,758 42,471

Earnings per share attributable to owners of
the parent (sen per share)
- Basic 11 33.16 32.02

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Financial Statements Annual Report 2018 095

Statements of Financial Position


As at 31 December 2018

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

Statements of Changes in Equity


For the financial year ended 31 December 2018

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)

At 31 December 2018 166,436 - - 621 49,547 216,604



At 1 January 2017 164,386 685 1,365 637 43,691 210,764

Total comprehensive income - - - (20) 52,644 52,624



Transaction with owners
Dividends on ordinary shares (Note 12) - - - - (49,315) (49,315)
Effect of Implementation of
Companies Act 2016 2,050 (685) (1,365) - - -

At 31 December 2017 166,436 - - 617 47,020 214,073



Annual Report 2018 097

Statements of Changes in Equity


For the financial year ended 31 December 2018

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

Total comprehensive income - - - 45,758 45,758



Transaction with owners
Dividends on ordinary shares (Note 12) - - - (45,205) (45,205)

At 31 December 2018 166,436 - - 7,861 174,297



At 1 January 2017 164,386 685 1,365 14,152 180,588

Total comprehensive income - - - 42,471 42,471



Transaction with owners
Dividends on ordinary shares (Note 12) - - - (49,315) (49,315)
Effect of Implementation of Companies Act 2016 2,050 (685) (1,365) - -

At 31 December 2017 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

Statements of Cash Flows


For the financial year ended 31 December 2018

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 - - -

Cash generated from/(used in) operations 69,030 34,088 (1,217) (993)


Tax refund 94 - 94 -
Tax paid (14,901) (23,737) (804) (777)

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

Statements of Cash Flows


For the financial year ended 31 December 2018

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)

Net cash used in financing activities (45,205) (49,315) (45,205) (49,315)



Net increase/(decrease) in cash and cash equivalents 13,468 (35,239) 546 (6,611)
Effects of foreign exchange rate changes (151) (1,910) - -
Cash and cash equivalents at beginning of year 163,402 200,551 87,982 94,593

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.2 Standards and Interpretations issued and adopted (contd.)

MFRS 9 Financial Instruments (IFRS 9 issued by IASB in July 2014)


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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.2 Standards and Interpretations issued and adopted (contd.)

MFRS 15 Revenue from Contracts with Customers (contd.)

The effect of adopting MFRS 15 as at 1 January 2018 was as follows:-

Consolidated statement of financial position



1 January 2018 Retrospective
As previously adjustments of After MFRS 15
reported MFRS 15 Adjustments
Reference (RM’000) (RM’000) (RM’000)

Assets
Deferred tax assets (c) 8,545 2,127 10,672

Liabilities
Contract liabilities (a),(b) - 8,341 8,341
Trade and other payables (a),(b) 195,261 564 195,825

Impact to liabilities 195,261 8,905 204,166

Equity
Retained earnings (a),(b), (c) 47,020 (6,778) 40,242

The effects of adopting MFRS 15 as at and for the financial year ended 31 December 2018 are as follows:-

Consolidated statement of comprehensive income


For the financial year ended 31 December 2018

Before MFRS 15 MFRS 15 After MFRS 15
Adjustments Adjustments Adjustments
Reference (RM’000) (RM’000) (RM’000)

Revenue (a),(b) 996,017 (23,745) 972,272


Cost of sales (a) (748,179) 16,195 (731,984)

Gross profit 247,838 (7,550) 240,288


Selling and administrative expenses (a) (133,023) 6,876 (126,147)
Profit before tax 70,855 (674) 70,181
Income tax expense (c) (15,843) 172 (15,671)
Profit net of tax, representing profit attributable
to owners of the parent 55,012 (502) 54,510

Total comprehensive income for the year,


attributable to owners of the parent 55,016 (502) 54,514

Earnings per share attributable to owners of the parent


(sen per share)
- Basic 33.47 (0.31) 33.16
Annual Report 2018 103

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.2 Standards and Interpretations issued and adopted (contd.)

MFRS 15 Revenue from Contracts with Customers (contd.)

Consolidated statement of financial position


As at 31 December 2018

Before MFRS 15 MFRS 15 After MFRS 15


Adjustments Adjustments Adjustments
Reference (RM’000) (RM’000) (RM’000)

Assets
Deferred tax assets (c) 10,487 2,299 12,786
Total non-current assets 74,742 2,299 77,041

Total assets 400,842 2,299 403,141

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

Total liabilities 176,958 9,579 186,537

Total equity and liabilities 400,842 2,299 403,141

(a) Sales of goods with variable consideration

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.2 Standards and Interpretations issued and adopted (contd.)

MFRS 15 Revenue from Contracts with Customers (contd.)

(a) Sales of goods with variable consideration (contd.)

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.

(i) Rights of return

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.

(ii) Option to acquire future goods at discounted price

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.

(iii) Incentives to customers

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.2 Standards and Interpretations issued and adopted (contd.)

MFRS 15 Revenue from Contracts with Customers (contd.)

(a) Sales of goods with variable consideration (contd.)

(iii) Incentives to customers (contd.)

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.

(b) Revenue from sign up and renewals

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.

(c) Other adjustment

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.

2.3 Standards issued but not yet effective



The standards that are issued but not yet effective up to the date of issuance of the Group’s and the Company’s financial
statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable, when they
become effective.

Effective for annual periods
Description beginning on or after

Annual Improvements to MFRS Standards 2015-2017 Cycle 1 January 2019
MFRS 9 Prepayment Features with Negative Compensation (Amendments to MFRS 9) 1 January 2019
MFRS 128 Long-term Interests in Associates and Joint Ventures (Amendments to MFRS 128) 1 January 2019
IC Interpretation 23 Uncertainty over Income Tax Treatments 1 January 2019
MFRS 16 Leases 1 January 2019
MFRS 17 Insurance Contracts 1 January 2021
Amendments to MFRS 10 and MFRS 128: Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture Deferred
106 Amway (Malaysia) Holdings Berhad

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.3 Standards issued but not yet effective (contd.)



The directors expect that the adoption of the above standards will have no material impact on the financial statements in
the period of initial application except as stated below.

MFRS 16 Leases

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.

2.4 Basis of consolidation



The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the
reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements
are prepared for the same reporting date as the Company. Consistent accounting policies are applied for like transactions
and events in similar circumstances.
Annual Report 2018 107

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.4 Basis of consolidation (contd.)

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.

(a) Business combinations



Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-
controlling interests in the acquiree. The Group elects on a transaction-by-transaction basis whether to measure the
non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable
net assets. Acquisition related costs incurred are expensed and included in administrative expenses.
108 Amway (Malaysia) Holdings Berhad

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.4 Basis of consolidation (contd.)

(a) Business combinations (contd.)

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.6 Property, plant and equipment and depreciation



All items of property, plant and equipment are initially recorded at cost. The cost of an item of plant and equipment is
recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment is measured at cost less accumulated depreciation and
accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively.
Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment
as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or
loss as incurred.

Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation is calculated on a straight-line
basis over the estimated useful lives of the assets as follows:

Long term leasehold land Ranging approximately 64 to 65 years

Buildings 2%
Building improvements 10%
Leasehold fixtures and improvements 33%
Furniture, fittings and equipment 10% - 33%
Motor vehicles 25%

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.8 Leases (contd.)

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.10 Income taxes (contd.)

(b) Deferred tax (contd.)

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available against which
the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted
at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items
are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity
and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same tax authority.

2.11 Goods and services tax (“GST”) and Sales and services tax (“SST”)

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.12 Revenue recognition



Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer
at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or
services. The Group has generally concluded that it is the principal in its revenue arrangements, because it typically
controls the goods or services before transferring them to the customers.

(a) Sale of goods

Revenue from sales of goods is recognised net of discounts and personal effort related incentives on volume
purchase at the point in time when control of the asset is transferred to the customer, generally on the delivery of
the goods. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of
the consideration due, associated costs or the possible return of goods.

(i) Variable consideration

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.

• Option to acquire future goods at discounted price

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.

(ii) Significant financing component

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.12 Revenue recognition (contd.)



(b) Revenue from sign up and renewals

Revenue from component of registration fees and sales kits from the sign up is recognised upon the transfer of
control of goods and services to the customers, whilst the annual fees component is recognised over the period of
subscription. The renewal fees is recognised over the period of subscription.

(c) Interest income

Interest is recognised on an accrual basis using the effective interest method.

(d) Dividend income

Dividend income is recognised when the Group or the Company’s right to receive payment is established.

2.13 Foreign currencies

The Group’s consolidated financial statements are presented in RM, which is also the Company’s functional currency. For
each entity the Group determines the functional currency and items included in the financial statements of each entity are
measured using that functional currency.

(a) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency
spot rate at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate
of exchange ruling at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception
of monetary items that are designated as part of the hedge of the Group’s net investment of a foreign operation.
These are recognised in other comprehensive income until the net investment is disposed of, at which time, the
cumulative amount is classified to profit or loss. Tax charges and credits attributable to exchange differences on
those monetary items are also recorded in other comprehensive income.

Non-monetary items that are measured using the historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss
arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain
or loss on change in fair value in the item (i.e., the translation differences on items whose fair value gain or loss is
recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or
profit or loss, respectively).

(b) Foreign operation

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.13 Foreign currencies (contd.)



(b) Foreign operation (contd.)

The principal exchange rates used for every unit of foreign currency ruling at the reporting date are as follows:

2018 2017
RM RM

United States Dollar 4.1300 4.0440
Korean Won 0.0037 0.0038
Singapore Dollar 3.0339 3.0276
Brunei Dollar 3.0339 3.0132

2.14 Impairment of non-financial assets



The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its
value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses of continuing operations are recognised in the income statement in expense categories consistent
with the function of the impaired asset, except for a property previously revalued when the revaluation was taken to other
comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the amount
of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication
that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group
estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has
been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
for the asset in prior years. Such reversal is recognised in the income statement unless the asset is carried at a revalued
amount, in which case, the reversal is treated as a revaluation increase.

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.

Impairment test for goodwill is performed by assessing the recoverable amount of each CGU (or group of CGUs) to which
the goodwill relates to. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is
recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Annual Report 2018 115

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.15 Employee benefits

(a) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the
associated services are rendered by employees of the Group. Short term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their entitlement
to future compensated absences. Short term non-accumulating compensated absences such as sick leave are
recognised when the absences occur.

(b) Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of the countries in which it has
operations. The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia,
a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an
expense in the period in which the related service is performed.

(c) Long-Term Incentive Plan

The Group has a Long-Term Incentive Plan (“LTIP”) Scheme for key management personnel of the Group. At the
beginning of each fiscal year, a new three-year class will begin where incentive plan will be established for each LTIP
participant. The incentive based upon the achievement of financial performance measures are distributed at the end
of the three-year class.

2.16 Financial assets

Initial recognition and measurement

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.16 Financial assets (contd.)

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost (debt instruments)


• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
• Financial assets at fair value through profit or loss

Financial assets at amortised cost (debt instruments)

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.17 Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables.



Subsequent measurement

Trade and other payables are subsequently measured at amortised cost using the effective interest method.

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.

Offsetting of financial instruments



Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on
a net basis, to realise the assets and settle the liabilities simultaneously.

2.18 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank, cash on hand and deposits at call with a maturity of three months or
less that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

2.19 Contract liability



A contract liability is stated at cost and represents the obligation of the Group to transfer the goods or services to a
customer for which consideration has been received (or the amount is due) from the customers.

2.20 Refund liability

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)



2.21 Impairment of financial assets

The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective
interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements
that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next
12-months (“a 12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk
since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (“a lifetime ECL”).

For trade receivables, 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

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.22 Fair Value Measurement (contd.)



All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:

(i) Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical assets or
liabilities.

(ii) 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).

(iii) Level 3 - the fair value is measured using inputs for the asset or liability that are not based on observable market
data (unobservable inputs).

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether
transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of each reporting period.

Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company
become a party to the contractual provisions of the financial instruments.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at
fair value through profit or loss, directly attributable transaction costs.

2.23 Share capital

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of
its liabilities. Ordinary shares are equity instruments.

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary
shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are
declared.

2.24 Current and non-current classification

The Group presents assets and liabilities in statement of financial position based on current and non-current classification.

An asset is classified as current when it is:

- expected to be realised or intended to be sold or consumed in normal operating cycle;
- held primarily for the purpose of trading;
- expected to be realised within 12 months after the reporting period; or
- cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least 12 months
after the reporting period.

120 Amway (Malaysia) Holdings Berhad

Notes to the Financial Statements


For the financial year ended 31 December 2018

2. Summary of significant accounting policies (contd.)

2.24 Current and non-current classification (contd.)

All other assets are classified as non-current.



A liability is classified as current when:

- it is expected to be settled in normal operating cycle;
- it is held primarily for the purpose of trading;
- it is due to be settled within 12 months after the reporting period; or
- there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities, respectively.


3. Significant accounting judgements and estimates

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

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

(a) Critical judgements made in applying accounting policies

There is no critical judgement made by management in the process of applying the Group’s accounting policies that has a
significant effect on the amounts recognised in the financial statements.

(b) Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below.

Annual Report 2018 121

Notes to the Financial Statements


For the financial year ended 31 December 2018

3. Significant accounting judgements and estimates (contd.)

(b) Key sources of estimation uncertainty (contd.)

(i) Deferred tax assets



Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the differences will be able to crystalise. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely
timing and level of future taxable profits together with future tax planning strategies. Details relating to deferred tax
are disclosed in Note 16.

(ii) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the
value-in-use (“VIU”) of the CGU to which the goodwill is allocated. Estimating a VIU amount requires management
to make an estimate of the expected future cash flows from the CGU and also to apply a discount rate that reflects
the specific risk relating to the respective CGU in order to calculate the present value of those cash flows. Details of
the goodwill are disclosed in Note 14.

(iii) Impairment of financial assets at amortised cost

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

7. Profit before tax



The following amounts have been included in arriving at profit before tax:

Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000

Employee benefits expense (Note 8) 41,596 40,844 - -
Executive directors’ remuneration 3,672 5,920 - -
Non-executive directors’ remuneration excluding
benefits-in-kind 527 419 527 419
Auditors’ remuneration
- statutory 226 232 31 37
- other services 11 81 11 11
Allowance of inventory obsolescence 2,992 3,118 - -
Inventories written off 736 436 - -
Rental of premises 3,137 3,227 - -
Net unrealised loss on foreign exchange 117 2,084 - -
Property, plant and equipment
- depreciation (Note 13) 6,723 6,849 - -
- gain on disposal (5) (518) - -
- written off 41 15 - -
Net (reversal)/allowance of expected
credit loss (Note 18) (163) 24 - -
Bad debt written off 400 - - -
Support charges received/receivable from related
companies (Note 27) (616) (502) - -
Support charges paid/payable to related companies
(Note 27) 43,956 38,959 - -


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

Notes to the Financial Statements


For the financial year ended 31 December 2018

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

9. Directors’ remuneration (contd.)



The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed
below:

Number of directors
Company
2018 2017

Executive directors:
RM1,300,001 - RM1,400,000 1 -
RM2,600,001 - RM2,700,000 1 -
RM2,950,001 - RM3,000,000 - 1
RM3,200,001 - RM3,250,000 - 1

Non-executive directors:
RM0 - RM50,000 1 2
RM50,001 - RM100,000 5 4
RM100,001 - RM150,000 1 1

9 9


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

Notes to the Financial Statements


For the financial year ended 31 December 2018

10. Income tax expense (contd.)



Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2017: 24%) of the estimated assessable profit for
the year.

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

11. Earnings per share



Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares in issue during the financial year.

Group
2018 2017

Profit attributable to ordinary equity holders of the Company (RM’000) 54,510 52,644

Weighted average number of ordinary shares in issue (number ‘000) 164,386 164,386

Basic earnings (sen per share) 33.16 32.02

There are no shares in issuance which have a dilutive effect to the earnings per share of the Group.
Annual Report 2018 127

Notes to the Financial Statements


For the financial year ended 31 December 2018

12. Dividends on ordinary shares



Sen per Total
share amount Date of payment
RM’000

Recognised in the financial year
ended 31 December 2018

Interim tax exempt (single-tier):
Fourth interim 2017 5.00 8,219 28 March 2018
Special interim 2017 7.50 12,329 28 March 2018
First interim 2018 5.00 8,219 13 June 2018
Second interim 2018 5.00 8,219 19 September 2018
Third interim 2018 5.00 8,219 12 December 2018

45,205

Recognised in the financial year
ended 31 December 2017

Interim tax exempt (single-tier):
Fourth interim 2016 5.00 8,219 22 March 2017
Special interim 2016 10.00 16,439 22 March 2017
First interim 2017 5.00 8,219 15 June 2017
Second interim 2017 5.00 8,219 27 September 2017
Third interim 2017 5.00 8,219 20 December 2017

49,315

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

13. Property, plant and equipment



Long term Leasehold Furniture, Capital
Freehold leasehold Building fixtures and fittings and Motor work-in-
land land Buildings improvements improvements equipment vehicles progress Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 December 2018

Cost

At 1 January 2018 1,420 17,356 33,291 20,685 6,533 40,778 834 1,546 122,443
Additions - - - 509 24 615 - 4,425 5,573
Disposals - - - - - (500) - - (500)
Write-offs - - - - (723) (1,559) - - (2,282)
Reclassification - - - 98 551 918 - (1,567) -
Effect of movements
in exchange rates - - - - - (24) - - (24)

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)

At 31 December 2018 - 5,299 6,509 15,846 5,291 32,064 728 - 65,737

Net carrying amount 1,420 12,057 26,782 5,446 1,094 8,164 106 4,404 59,473


Annual Report 2018 129

Notes to the Financial Statements


For the financial year ended 31 December 2018

13. Property, plant and equipment (contd.)



Long term Leasehold Furniture, Capital
Freehold leasehold Building fixtures and fittings and Motor work-in-
land land Buildings improvements improvements equipment vehicles progress Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 31 December 2017

Cost

At 1 January 2017 1,420 17,356 33,291 20,425 5,448 39,249 2,370 1,969 121,528
Additions - - - 251 95 712 - 2,514 3,572
Disposals - - - - (11) (125) (1,092) - (1,228)
Write-offs - - - - (15) (1,034) (444) - (1,493)
Reclassification - - - 9 1,004 1,924 - (2,937) -
Effect of movements
in exchange rates - - - - 12 52 - - 64

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

At 31 December 2017 - 4,759 5,843 14,012 5,295 31,211 605 - 61,725

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

14. Intangible asset (contd.)



(b) Value in use was determined by discounting the future cash flows expected to be generated from the continuing use of the
unit and was based on the following key assumptions:

- Cash flows were projected based on actual operating results.
- The subsidiary will continue its operation indefinitely with terminal growth rate of nil (2017: nil).
- The size of operation will remain with at least or not lower than the current results.
- The basis used to determine the value assigned to the budgeted gross margin is the average growth rate achieved
in the years before the budgeted year, adjusted for market and economic conditions and internal resource
efficiency.
- The pre-tax discount rates, applied to the pre-tax cash flows as determined by the Group is in line with the
CGU’s primary economic and financial environment in the country it operates. The discount rate used is 13%
(2017: 13%).

The key assumptions represent management’s assessment of future trends in the direct selling industry and are based on both
external and internal sources (historical data) and that no reasonably possible change in any of the above assumptions would
cause the carrying values of the cash flows generated to materially affect the recoverable amount.


15. Investment in subsidiaries

Company
2018 2017
RM’000 RM’000

Unquoted shares at cost 86,202 86,202


Details of the subsidiaries are as follows:

Proportion of
ownership interest Principal activities
2018 2017
Name of subsidiaries % %

Held by the Company:

Amway (Malaysia) Sdn. Bhd., 100 100 Distribution of consumer products principally
incorporated in Malaysia under the “AMWAY” trademark

Held by Amway (Malaysia) Sdn. Bhd.:

Amway (B) Sdn. Bhd., incorporated 100 100 Distribution of consumer products principally
in Negara Brunei Darussalam* under the “AMWAY” trademark

*Audited by a member firm of Ernst & Young Global in Brunei Darussalam


Annual Report 2018 131

Notes to the Financial Statements


For the financial year ended 31 December 2018

16. Deferred tax



Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000

At beginning of financial year 8,524 17,642 - -
MFRS 15 impact 2,127 - - -
Recognised in profit or loss (Note 10) 2,135 (9,118) - -

At end of financial year 12,786 8,524 - -

Presented after appropriate offsetting as follows:

Deferred tax asset 12,786 8,545 - -
Deferred tax liability - (21) - -

12,786 8,524 - -


The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:

Deferred tax liabilities of the Group:

Property,
plant and
Others equipment Total
RM’000 RM’000 RM’000

At 1 January 2017 (499) (5,501) (6,000)
Recognised in profit or loss - 11 11

At 31 December 2017 (499) (5,490) (5,989)
Recognised in profit or loss - 146 146

At 31 December 2018 (499) (5,344) (5,843)

Deferred tax assets of the Group:

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

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

(a) Trade receivables



Trade receivables are non-interest bearing and a significant amount of the outstanding balance is repayable by way of
monthly instalment plans within 90 (2017: 90) days. The Group has no significant concentration of credit risk that may
arise from exposures to a single debtor or to groups of debtors.

The Group maintains its ageing within 30 days by monitoring the instalments payments from Amway Business Owners
(“ABOs”) and any amounts which are due and not settled will be offset against the ABOs’ bonuses.
Annual Report 2018 133

Notes to the Financial Statements


For the financial year ended 31 December 2018

18. Trade and other receivables (contd.)



(a) Trade receivables (contd.)

Ageing analysis of trade receivables

The ageing analysis of the Group’s trade receivables is as follows:

Group
2018 2017
RM’000 RM’000

Neither past due nor impaired 10,567 13,349
Impaired 722 919

11,289 14,268

Receivables that are neither past due nor impaired



Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the
Group. Based on past experience, the Board believes that no allowance for expected credit loss is necessary in respect of
those balances.

None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the financial
year.

Receivables that are impaired

The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to
record the impairment are as follows:

Group
Individually impaired
2018 2017
RM’000 RM’000

At beginning of financial year 919 895
Net change for the year (163) 24
Written off for the year (34) -

At end of financial year 722 919


Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or
credit enhancements.

(b) Due from related companies



Related companies are companies within the Alticor Global Holdings Inc. group of companies. Amounts due from certain
related parties are unsecured and bear interest equal to the Base Lending Rate set by the Central Bank of Malaysia plus
0.5% per annum, compounded on a monthly basis on overdue balances exceeding 30 to 90 (2017: 30 to 90) days from the
date of invoice. The non-trade amounts due from related companies are mainly in respect of leases, support charges and
payments made on behalf. These amounts are to be settled in cash.
134 Amway (Malaysia) Holdings Berhad

Notes to the Financial Statements


For the financial year ended 31 December 2018

18. Trade and other receivables (contd.)



(b) Due from related companies (contd.)

Further details on related party transactions are disclosed in Note 27.

Other information on credit risks are disclosed in Note 28.


19. Cash and cash equivalents

Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000

Cash on hand and at banks 23,286 43,685 1,156 666
Deposits with licensed banks 153,433 119,717 87,372 87,316

Total cash and cash equivalents 176,719 163,402 88,528 87,982

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

164,386 164,386 166,436 166,436

#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.

21. Retained earnings



The Company may distribute dividends on a single-tier basis out of its entire retained earnings as at 31 December 2018 without
any restrictions.
Annual Report 2018 135

Notes to the Financial Statements


For the financial year ended 31 December 2018

22. Trade and other payables



Group Company
2018 2017 2018 2017
RM’000 RM’000 RM’000 RM’000

Trade payables
Third parties 33,678 37,107 - -
Due to related companies 40,092 71,174 - -

73,770 108,281 - -

Other payables
Amounts due to:
- Penultimate holding company 6,250 580 - -
- Related companies 3,836 1,820 - 10
- Subsidiary companies - - 5 -
Sundry payables 3,003 4,720 - -
Accruals 82,171 77,865 507 460
Refund liabilities 581 - - -
Deferred product sales - 8,205 - -

95,841 93,190 512 470

Total trade and other payables 169,611 201,471 512 470


Less: Deferred product sales - (8,205) - -

Total financial liabilities carried at amortised cost 169,611 193,266 512 470

(a) Trade payables



Amounts due to third parties are non-interest bearing and the normal credit term granted to the Group range from 30 to
90 (2017: 30 to 90) days.

(b) Due to related companies

The amounts due to related companies are unsecured and bear interest at the federal rate as defined by the United
States Treasury Regulation and Internal Revenue Code on overdue balances exceeding 90 (2017: 90) days from the date
of invoice. The non-trade amounts due to related companies are mainly in respect of payments made on behalf. These
amounts are to be settled in cash.

(c) Due to penultimate holding company

The amount due to penultimate holding company is in respect of support charges payable, which are unsecured and bear
interest at the federal rate as defined by the United States Treasury Regulation and Internal Revenue Code on overdue
balances exceeding 90 (2017: 90) days from the date of invoice. These amounts are to be settled in cash.

(d) Accruals

Accruals amounting to RM57,383,000 (2017: RM62,512,000) are in respect of distributors’ bonuses, seminars and other
expenses.

Further details on related parties transactions are disclosed in Note 27. Other information on liquidity risks are disclosed in Note 28.
136 Amway (Malaysia) Holdings Berhad

Notes to the Financial Statements


For the financial year ended 31 December 2018

23. Contract liabilities



Group
2018 2017
RM’000 RM’000

Deferred sign up and renewal fee 8,613 -
Deferred product sales 7,645 -
Other variable considerations 385 -

16,643 -

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.

24. Segment reporting

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.

25. Capital commitments



Group
2018 2017
RM’000 RM’000

Capital expenditure in respect of
Property, plant and equipment:
- Approved and contracted for 5,671 -

Annual Report 2018 137

Notes to the Financial Statements


For the financial year ended 31 December 2018

26. Operating lease arrangements



The Group as lessee

The Group has entered into non-cancellable operating lease agreements for the use of land, building and equipment. These
leases have an average life of between six (6) months to sixty (60) months and some of the leases are with renewal option
included in the contracts. There is no restriction placed upon the Group by entering into the leases.

The future aggregate minimum lease payments under the non-cancellable operating lease contracted as at the reporting date but
not recognised as liabilities are as follows:

Group
2018 2017
RM’000 RM’000

Future minimum rentals payments:

Not later than 1 year 3,104 2,718
Later than 1 year and not later than 5 years 2,395 1,710

5,499 4,428


The lease payments recognised in profit or loss during the financial year are disclosed in Note 7.

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

27. Significant related party transactions



(a) In addition to the transactions detailed elsewhere in the financial statements, the Group had the following transactions with
related parties during the financial year.

Group
2018 2017
RM’000 RM’000

Sales of goods and services:
Amway (Singapore) Pte. Ltd. (i) (492) (441)

Purchases:
Access Business Group International L.L.C. (i) 316,875 368,736

Support charges:
Alticor Inc. (ii) 13,914 11,359
Amway International Inc. (iii) 3,200 3,442
Merchandising Productions Inc. (i) - 6
Amway (Singapore) Pte. Ltd. (i) (616) (502)
Amway Business Services Asia Pacific Sdn. Bhd. (i) 26,842 24,152

Royalties paid:
Access Business Group International L.L.C. (i) 2,596 3,177


The transactions with related parties are at rates mutually agreed by the parties concerned.

Information regarding outstanding balances arising from related party transactions as at 31 December 2018 are disclosed
in Notes 18 and 22.

The nature of the related party relationships are as follows:

(i) entities within the Alticor Global Holdings Inc.;
(ii) penultimate holding company; and
(iii) intermediate holding company.

(b) The remuneration of directors and other members of key management during the year was as follows:

Group
2018 2017
RM’000 RM’000

Short-term employee benefits 6,309 7,460
Post-employment benefits:
- Defined contribution plan 358 475

6,667 7,935

Included in the remuneration of key management personnel are:
- Executive directors’ remuneration (Note 9) 3,672 5,920

Annual Report 2018 139

Notes to the Financial Statements


For the financial year ended 31 December 2018

28. Financial instruments



(a) Financial risk management objectives and policies

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments.
The key financial risks include interest rate risk (both fair value and cash flow), foreign currency risk, liquidity risk and
credit risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are
executed by the Chief Financial Officer. The audit committee provides independent oversight to the effectiveness of the risk
management process.

It is, and has been throughout the year under review, the Group’s policy that no derivatives shall be undertaken except for
the use as hedging instruments where appropriate and its cost-efficient. The Group and the Company do not apply hedge
accounting.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments
will fluctuate because of changes in market interest rates.

The Group’s and the Company’s exposure to interest rate risk arises primarily from deposits with licensed banks and
financial institutions.

The weighted average effective interest rates (”WAEIR”) during the year and the remaining maturities of the Group’s and
the Company’s financial instruments that are exposed to interest rate risk are as follows:

Within 1
WAEIR year
% RM’000

At 31 December 2018

Group
Deposits with licensed banks 3.54 153,433

Company
Deposits with licensed banks 3.74 87,372

At 31 December 2017

Group
Deposits with licensed banks 3.53 119,717

Company
Deposits with licensed banks 3.66 87,316


140 Amway (Malaysia) Holdings Berhad

Notes to the Financial Statements


For the financial year ended 31 December 2018

28. Financial instruments (contd.)

(c) Foreign currency risk



Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates.

The Group is exposed to transactional currency risk primarily through purchases and payments on behalf that are
denominated in a currency other than the functional currency to which they relate. The currency giving rise to this risk is
primarily United States Dollar (“USD”), Singapore Dollar (“SGD”) and Korean Won (“KRW”).

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

Sensitivity analysis for foreign currency risk



The Group’s exposure to currency risk is not significant in the context of the financial statements and accordingly the
sensitivity analysis is not presented.

(d) Liquidity risk

The Group and the Company manage operating cash flows and the availability of funding so as to ensure that all refinancing,
repayment and funding needs are met. As part of its overall liquidity management, the Group and the Company maintain
sufficient levels of cash to meet its working capital requirements.

At the reporting date, the entire trade and other payable are payable on demand or mature within a year.

(e) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its
obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. For
other financial assets (including cash and bank balances), the Group and the Company minimise credit risk by dealing
exclusively with high credit rating counterparties.

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and creditworthy
third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts
is not significant. Since the Group trades only with recognised and creditworthy third parties, there is no requirement for
collateral.

Annual Report 2018 141

Notes to the Financial Statements


For the financial year ended 31 December 2018

28. Financial instruments (contd.)

(e) Credit risk (contd.)

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

Notes to the Financial Statements


For the financial year ended 31 December 2018

29. Capital management



The primary objective of the Group’s capital management is to ensure that it maintains a healthy cashflow in order to support its
business and maximise shareholders’ value.

The Group does not have any external borrowings as at reporting date. The Group manages its capital structure and makes
adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders and return capital to shareholders. No significant changes were made in the objectives,
policies or processes during the years ended 31 December 2018 and 31 December 2017.

The Group and the Company is not subject to any externally imposed capital requirements.

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

Total assets 409,705 6,210 415,915


Current liabilities
Trade and other payables 195,261 6,210 201,471
Total current liabilities 195,611 6,210 201,821

Total liabilities 195,632 6,210 201,842

Total equity and liabilities 409,705 6,210 415,915


Annual Report 2018 143

Notes to the Financial Statements


For the financial year ended 31 December 2018

30. Comparatives (contd.)

Certain comparative amounts have been reclassified to conform with the current year’s presentation. (contd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS


AS AT 31 DECEMBER 2017

As previously Re- As
reported classification restated
RM ‘000 RM ‘000 RM ‘000

Cash flows from operating activities


Net changes in related companies balance - 25,861 25,861
Net changes in penultimate holding company balance - 540 540
Cash (used in)/generated from operating activities (16,050) 26,401 10,351

Cash flows from financing activities


Net changes in related companies balance 25,861 (25,861) -
Net changes in penultimate holding company balance 540 (540) -
Net cash used in financing activities (22,914) (26,401) (49,315)
144 Amway (Malaysia) Holdings Berhad Other Information

Particulars of Properties
As At 31 December 2018

Properties Owned By The Group

Approximate
Age of Net Book
Land Area Existing Building Value Date of
Location (Sq. Metres) Use Tenure (Years) RM’000 Acquisition

28, Jalan 223 10,007 Office Leasehold 9 22,224 9 March 2006


46100 Petaling Jaya expiring
Selangor Darul Ehsan 2 May 2071

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

1, Jalan Sri Plentong 5 3,841 Office, Freehold 18 2,140 6 March 2000


Taman Perindustrian Warehouse
Sri Plentong and Shop
81750 Masai
Johor Darul Takzim

10, Lorong Nagasari 4 975 Warehouse Freehold 27 401 19 June 1991


Taman Nagasari
13600 Prai
Penang
Other Information Annual Report 2018 145

Group’s Physical Presence


As At 31 December 2018

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 of Annual General Meeting

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)”)

(collectively referred to as the “Proposed Renewal of Shareholders’ Mandate”)

“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

Notice of Annual General Meeting

AND THAT such approval shall be in force until:

(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:

(i) the type of the recurrent transactions entered into; and


(ii) the names of the related parties involved in each type of the recurrent transaction and their
relationship with the Group.”

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.

BY ORDER OF THE BOARD

WONG WAI FOONG (MAICSA 7001358)


KUAN HUI FANG (MIA 16876)
Company Secretaries

Dated this 29 April 2019


148 Amway (Malaysia) Holdings Berhad

Notice of Annual General Meeting

Notes on the appointment of Proxy

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.

Explanatory Notes on Ordinary Business

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.

2. Ordinary Resolutions 1, 2 and 3

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

Notice of Annual General Meeting

3. Ordinary Resolutions 4 and 5

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.

Explanatory Notes on Special Business

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.

Statement Accompanying Notice of the 24th


Annual General Meeting
Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

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

Issued Share Capital : RM164,385,645


Class of Shares : Ordinary Shares
Voting Rights : One vote per share

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

1 - 99 376 7.87 7,819 0.01


100 - 1,000 1,912 40.00 1,303,139 0.79
1,001 - 10,000 2,212 46.28 7,158,251 4.36
10,001 - 100,000 250 5.23 5,869,520 3.57
100,001 - 8,219,281 26 0.54 18,383,200 11.18
8,219,282 and above 4 0.08 131,663,716 80.09
Total 4,780 100.00 164,385,645 100.00

SUBSTANTIAL SHAREHOLDERS
(As per Register of Substantial Shareholders)

Direct Indirect
No. of No. of
Name Of Shareholders Shares held % Shares held %

GDA B.V. (“GDA”) 84,990,283 51.70 - -


Amway Nederland Ltd. (“Amway Nederland”) - - *i
84,990,283 51.70
Amway International Inc. (“Amway International”) - - *ii
84,990,283 51.70
Alticor Inc. (“Alticor”) - - *iii
84,990,283 51.70
Solstice Holdings Inc. (“SHI”) - - *iv
84,990,283 51.70
Alticor Global Holdings Inc. (“AGH”)*vi - - *v
84,990,283 51.70
Amanahraya Trustees Berhad
- Amanah Saham Bumiputera 21,475,200 13.06 - -
Kumpulan Wang Persaraan (Diperbadankan) 14,815,800 9.01 716,600 0.44
Employees Provident Fund Board 11,177,433 6.80 - -

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)

Name of Directors No. of Shares Held % of Issued Capital

1. Dato’ Ab. Halim Bin Mohyiddin 1,000 **


2. Michael Jonathan Duong - -
3. Low Han Kee - -
4. Scott Russell Balfour - -
5. Mohammad Bin Hussin - -
6. Tan Sri Faizah Binti Mohd Tahir - -
7. Dato’ Abdullah Thalith Bin Md Thani - -
8. Abd Malik Bin A Rahman - -
9. Datin Azreen Binti Abu Noh - -

**Negligible

Analysis of Shareholdings
As at 20 March 2019

THIRTY LARGEST SHAREHOLDERS

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

Information for Shareholders


On 24 th Annual General Meeting

Date: Wednesday, 29 May 2019


Time: 9.30 a.m.
Venue: Van Andel & DeVos Training Centre
Amway (Malaysia) Sdn. Bhd.
1st Floor, 28, Jalan 223, 46100 Petaling Jaya
Selangor Darul Ehsan, Malaysia

REGISTRATION

Van andel &


1. Registration will start at 8.30 a.m. Devos
2. Please produce your original Identity Card (IC) or Passport (applicable Training
Centre
for foreigners) for verification. No photocopy of IC or Passport will be
accepted.
3. You are not allowed to register on behalf of another person, even with
the original IC or Passport of that other person.
4. Upon verification, kindly sign on the Attendance List.
5. Upon registration, you will be given one (1) wristband to enter the
meeting venue. You will only be allowed to enter the meeting venue if
you are wearing the wristband.
6. Only beverages will be provided.
7. If you are attending the meeting as Shareholder as well as Proxy, you
will be registered once and will be given only one (1) wristband.
8. There will be no replacement in the event that you lose or misplace
the wristband.

HELP DESK

1. Please proceed to the Help Brand


Experience
Desk for any clarification Warehouse Centre
or queries. Block
B
2. The Help Desk will also o
u
Office
block
handle revocation of l
e
Proxy’s appointment. v
a
ABO Lounge
Product r cafe
Pavilion d
PARKING

1. Parking is complimentary. Guard


Please park your car at House

parking bays marked in


YELLOW.
2. Please take the staircase
marked in BLUE to the Pensonic
Annual General Meeting
venue. The Store

3. Signage will be placed at


appropriate locations.
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AMWAY (MALAYSIA) HOLDINGS BERHAD (340354-U)
Incorporated in Malaysia
No. of shares held CDS Account No.
Proxy Form
*I/We NRIC/Passport/Company No.
[Full name in Block and as per NRIC/Passport]

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

*and/or (delete as appropriate)

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:-

ORDINARY RESOLUTION FOR AGAINST


1 Re-election of Mr. Low Han Kee as Director
2 Re-election of En. Abd Malik Bin A Rahman as Director
3 Re-election of Datin Azreen Binti Abu Noh as Director
4 Approval of the shortfall of Directors’ benefits for the financial year ended 31 December 2018
5 Approval of Directors’ fees and benefits for the financial year ending 31 December 2019
6 Re-appointment of Messrs Ernst & Young as Auditors of the Company and authorise the
Directors to fix their remuneration
7 Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature
SPECIAL RESOLUTION
Proposed Alteration of the Existing Memorandum and Articles of Association by replacing with a New
Constitution
[Please indicate with an “X” in the spaces provided on how you wish your votes to be cast. In the absence of specific directions, your proxy will vote or abstain as he/she
thinks fit.]

Dated this day of 2019


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

The Share Registrar


TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN. BHD. (11324-H)
Unit 32-01, Level 32, Tower A,
Vertical Business Suite, Avenue 3, Bangsar South,
No.8, Jalan Kerinchi, 59200 Kuala Lumpur

fold here along dotted line


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052 Amway (Malaysia) Holdings Berhad

AMWAY (MALAYSIA) HOLDINGS BERHAD (340354-U)


28, Jalan 223, 46100 Petaling Jaya, Selangor Darul Ehsan, Malaysia.
Tel : 03-7946 2800 | Fax : 03-7946 2399 | Website : www.amway.my

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