DIGI - Annual Report 2020
DIGI - Annual Report 2020
DIGI - Annual Report 2020
Connecting
you
to What
Matters
Most
DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
2020 was an extraordinary year that underscored how digital connectivity has
quickly become ubiquitous and is an essential ‘lifeline’ for people to stay connected
with each other.
The cover highlights the joy, relief and support that communications, powered by
digital connectivity, bring to every segment of the society, at a time when we needed
to be physically apart. In helping Malaysians deal with the impact of Covid-19, Scan this QR Code
we remain steadfast in our responsibility and purpose to connect people to what for Integrated Annual
matters most, whilst creating long-term value for the nation. Report 2020 online
Section 1: Section 4:
At A Glance How We Create Value
1 About This Report 46 Financial Capital
2 About Digi 50 Manufactured Capital
4 The Value We Created 54 Intellectual Capital
58 Human Capital
Section 2: 62 Natural Capital
Message To 65 Social and Relationship Capital
Shareholders Section 5:
8 Our Response to Covid-19
12 Chair of the Board’s Statement Governance
15 Chief Executive Officer’s Statement 72 Board of Directors’ Profiles
18 Chief Financial Officer’s Statement 77 Management Profiles
21 5-Year Financial Summary 79 Corporate Governance Overview
Statement
Section 3: 97 Statement on Risk Management and
Strategies To Internal Control Section 7:
103 Additional Compliance Information
Create Value 104 Statement of Responsibility by
Other Information
24 Our Business Model 181 Independent Assurance Report
Directors
26 Our Operating Landscape 183 Corporate Information
29 Our Key Relationships Section 6: 184 Corporate Directory
34 Our Key Risks 185
38 Our Material Matters
Audited Financial 187
List of Properties
Disclosure of Recurrent Related
41 Our Emerging Opportunities Statements Party Transactions
42 Our Strategy 106 Directors’ Report 188 Share Price Development
110 Statement by Directors 189 Statistics on Shareholdings
110 Statutory Declaration 190 Statement of Directors’
111 Independent Auditors’ Report Shareholdings
115 Statements of Comprehensive Income 191 List of Thirty (30) Largest
116 Statements of Financial Position Shareholders
117 Statements of Changes in Equity 193 Notice of Annual General Meeting
118 Statements of Cash Flows • Form of Proxy
120 Notes to the Financial Statements
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 1
The report covers our financial and non-financial performance from Our Corporate Governance As part of our digitalisation
1 January 2020 to 31 December 2020, unless stated otherwise. The report details out Digi’s efforts, our Sustainability
reporting scope remains largely the same as last year’s report, covering corporate governance practices. performance and GRI Content
the activities of our wholly owned subsidiary, Digi Telecommunications 2 3 5 Index are published on our
Sdn Bhd, which is the core of our business operations. website:
https://www.digi.com.my/
Assurance sustainability/reporting.html
Integrated Approach and Materiality IIRC’s Integrated Reporting Malaysian Financial Reporting
1 6
<IR> Framework Standards (MFRS)
This year, our report is more concise with a holistic picture of the
interrelatedness of our six (6) capitals against risks, opportunities, International Financial
2 Companies Act 2016 7
mitigation strategies and long-term approach to deliver value to our Reporting Standards (IFRS)
stakeholders. More details on our sustainability efforts will be disclosed in
Digi’s Sustainability website.
3 Bursa Listing Requirements 8 GRI Standards (Core)
In addition, our materiality assessment processes are enhanced to
review risks and opportunities that are material to both our stakeholders Bursa Sustainability Reporting ISAE 3000 (Revised) – Limited
4 9
and the business. The revisions to the Top 13 material matters and our Guidelines & Toolkits Assurance Engagement
strategic responses to these material issues are presented throughout
Section 2 to 4. Our disclosures are aligned to the Materiality principles of Malaysian Code on Corporate
5
International <IR> Framework. We discussed the essence of the material Governance 2017
matter without specifying information that might cause the company to
lose competitive advantage.
NAVIGATION ICONS
Forward-looking Statements
Our Capitals Our Strategic Pillars
This report may contain forward-looking statements with respect to Digi’s
future performance and prospects. It is subject to uncertainties that could Financial Capital Growth
cause actual results to differ materially from our expectations.
Intellectual Capital
Modernisation
Approval by the Board
Manufactured Capital
The Board of Directors of Digi has adopted integrated thinking in
preparing and presenting Digi’s IAR 2020 as guided by the IIRC’s Responsible Business
Human Capital
Integrated Reporting <IR> Framework and GRI Standards. The report
was approved by the Board on 12 March 2021.
Natural Capital
Feedback
Your feedback is important to us and we welcome your input to Social and
enhance the quality of our reporting. Please email your feedback to Relationship Capital
[email protected]
2 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
About Digi
Who we are
Digi is a leading and trusted digital connectivity and services company,
empowering societies and keeping customers connected to what matters most.
Our number one priority is to deliver connectivity in a safe, We have built solid fundamentals and expertise in future-ready
reliable and efficient way to Malaysians across the country. networks, digitalisation, customer experience, workplace and people
development, and responsible business practices – shaped by a
culture of innovation.
Connectivity is a growing, fundamental need for modern Being customer-obsessed, we are driven to continuously innovate
societies. We believe connectivity empowers everyone to and deliver personalised, engaging and safe digital products and
improve their lives, builds societies and secures a better services to enhance Malaysians’ digital lifestyles.
future for all.
We are focused on growth and creating value for the long-term, Building on these capabilities, we believe we are well positioned to
delivered through a well-defined strategy. advance customers and society through digitalisation and powering
the nation with 5G services and a future of new possibilities.
Keep Promises
We believe that trust is key in all our relationships.
We take ownership and pride in delivering with
precision and integrity.
Be Respectful
We believe in the unique human ability to
understand what matters for people. We meet
everyone at eye level, listen and show that we care.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 3
About Digi
Corporate Structure
Digi.Com Berhad
[Registration No. 199701009694 (425190-X)]
Performance
RM6.15 RM3.08 RM2.43 RM0.72
billion billion billion billion
Near 100%
dividend payout ratio Recorded the highest return on
equity over three years
RM1.21 billion for Big Cap companies
(RM10-40 billion market
(FY2019: RM1.42 billion)
declared in dividends to equity
shareholders
capitalisation) in Telecommunications
and Media by The Edge Billion RM253 million
Ringgit Club 2020 (FY2019: RM246 million)
paid in interest to debt funders
5% improvement
Recorded 166,953 tonnes in total
carbon emissions
(FY2019: 175,200 tonnes)
31% improvement 27% improvement
in carbon intensity per data usage in energy usage per data terabyte
Attributed to the on-going network of 0.09 tCO2e (FY2019: 0.13 tCO2e) of 0.16 MWh (FY2019: 0.22 MWh)
modernisation and operational Reflecting our commitment to achieve lower carbon footprint and energy usage
efficiency initiatives per unit of data consumed
Key Promoting safe internet and digital inclusion and accessibility for
2 underserved communities
Online Future Skills webinars and training for over 20,000 teachers
and students. In partnership with MCMC, distributed micro:bit quick
start learning kits at remote and rural PIK anticipated to benefit 7,000
students
Key
Key
Digitalisation programme
Grant via Digi Business 60 small payment extensions
Key
Key Facilitating remote working whilst prioritising health and safety across
6 our value chain
More details on how Covid-19 has impacted our business operations and performance can be found throughout Sections 3 and 4 of
this report and in Digi's Sustainability website at https://www.digi.com.my/sustainability/reporting.html
12 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Looking back on 2020, in challenging times Digi kept its promise to keep customers connected to what
matters most. This promise took on new meaning as the reality of the global pandemic took hold in
Malaysia. Along with the sector, we took on the critical responsibility of ensuring people could learn and
work from anywhere, could easily shift to online transactions for personal and business needs, and could
stay socially connected with one another, when we needed to be physically apart.
Digi reaffirmed our daily commitment in providing reliable and affordable connectivity and solutions for
each of our 10.4 million customers. Trust is central to the way Digi operates, and in these tough times
we deepened our responsible business framework, built on the tenets of good corporate governance.
This enables us to deliver services to customers credibly, and partner with a range of stakeholders with
transparency and integrity.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 13
In this respect, the Board is deeply total payout of RM1.21 billion to nation’s recovery in the coming
proud of Digi’s inclusion in both shareholders and sustaining a near months. We share the view that our
the Bloomberg Gender-Equality 100% dividend payout ratio for immediate shared future requires
Index (GEI) 2021 and Refinitiv FY2020. Year on year, we continue a “whole-of-society” mindset, and
Global Diversity and Inclusion to exceed the company’s dividend Digi looks forward to playing our
Index 2020, which recognise policy of distributing a minimum part in stimulating the nation’s
public-listed companies for 80% of net profits, keeping to recovery and driving a brighter
bringing transparency to gender- our commitment to deliver strong future for all.
related practices and policies, and sustainable returns to our
therefore increasing the breadth of shareholders. We are confident in our ability to
environmental, social, governance continue creating value for our
(ESG) data available to investors. Read more about the value we stakeholders.
create with our financial capital in
The Board is confident we have pages 46 to 49 of this report. Notwithstanding, our strategic
the appropriate balance of focus on growth, modernisation,
knowledge, skills, experience and Q How would you describe the year our unwavering commitment to
independence to drive the company ahead for Digi? responsible business, and the
agenda and govern effectively. company’s organisational agility to
The recent appointments of Randi A Digi has rallied against uncertain always explore new possibilities
Wiese Heirung and Wenche Agerup macroeconomic and market creates a strong foundation for us
as Non-Independent Non-Executive conditions throughout 2020, driven to address any challenges that the
Directors have further strengthened by a focus on efficient operations future may bring.
the Board from a competence and and delivery of transformation
diversity perspective. We would initiatives. In the year ahead, we On behalf of the Board, I express
also like to thank Torstein Pedersen will continue to prioritise three appreciation to all Digizens for their
and Anne Kvam for their valued key areas; accelerating our collective contribution to Digi’s
contribution during in their time with digital agenda; modernising our performance in 2020. I would also
the Board, and wish them the best network and IT infrastructure to like to thank our business partners
in their next endeavours. enhance customer experience; and and stakeholders for their ongoing
partnering with other stakeholders collaboration and engagement.
Read more about the value we to support Malaysia’s recovery Lastly, the Board also thanks all
create with our human capital in and growth. The experience of shareholders for their support.
pages 58 to 61 and our governance the recent year has accelerated
focus in Section 5 of this report. the digital economy in Malaysia In view of Covid-19, we continue
and is creating a real impetus last year’s virtual shareholder
Q How did Digi deliver healthy for businesses to fast-track the engagement into 2021, to prioritise
returns to its shareholders amidst digitalisation of their operations. your safety whilst continuing our
a challenging year? dialogue with you. Please see
We are also encouraged that the details outlined in our Notice to
A In spite of operating in a hyper- Malaysian government has put the 24th Annual General Meeting
competitive market, our focused in place social and economic (AGM). We look forward to sharing
execution on business and prudent strategies – including a cohesive more on our business at the AGM
financial management have led the Covid-19 National Immunisation on 18 May 2021.
Board to declare a net dividend Programme – that will guide the
per share of 15.6 sen, returning a
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 15
Together,
all-round focus on operational
excellence, the success of
A During the year, Digi like many
transformation initiatives, and
Building A companies in Malaysia faced a
challenging and uncertain market.
our signature brand of inspired
resilience. By executing well on our
Better Tomorrow Over the various Movement Control
Orders (MCO), telecommunications
growth and modernisation agenda
we were able to deliver earnings
networks experienced a huge surge
and sustain healthy returns to
in data traffic, driven by usage
shareholders, which were in line
peaks in productivity, education,
with 2020 revised guidance.
communications, video, and
2020 was a year of learning
gaming applications. Led by the
and exploration for Digi – new More details on Digi’s financial
government and the Malaysian
review by our Chief Financial Officer
ways of working and staying Communications and Multimedia
in pages 18 to 21, and how we
connected to our teams, finding Commission (MCMC), Digi and our
create value across our six capitals in
industry colleagues collaborated to
innovative means of serving our pages 46 to 69 of this report.
reshape a national plan to radically
customers, and doing things to uplift the quality of broadband and
grow closer as a team despite digital services.
being physically apart. This
was a year where we grew
as a company and explored
new growth areas, driving
efficiency and modernisation.
The experience underscored
the importance of what we do
every day – connecting you to
what matters most. Connectivity
became even more fundamental
– in keeping people, businesses,
governments, and societies
in general connected and
running. In this regard, much of
Digi’s priority during the year
was to ensure the consistent
availability of our network and
services, while taking necessary
precautions to keep everyone
under our care safe, and doing
our part to aid the nation’s
recovery.
Albern Murty
Chief Executive Officer
16 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
built on robust financials, Digi Online Stores supported essential transactions, while
our Customer Care hotline, Live Chat, Kiosk and social
trusted brand.
Timely dissemination of information to all
growth
growth
33% growth Intellectual
in B2B revenues
Natural
Social and
Relationship
Modernisation
and automated
operations
#1 most consistent Intellectual
network experience
Human
Natural
Social and
Relationship
A Digi will focus on delivering our long-term strategic goals, built on robust financials, organisational agility, and our trusted
brand. We will prioritise accelerating our digital agenda and modernising our network and IT infrastructure to enhance customer
experience, driving financial sustainability via cost efficiency initiatives, upholding the highest standards in responsible business
practices, and by partnering to support society’s recovery. We continue to innovate and deliver on our brand promise and
purpose of connecting customers to what matters most through our services and future enhancements of technology.
On behalf of the management team, I would like to thank our employees, our Board, and most of all our customers for their
support and loyalty during the last year. We also express our appreciation to Malaysia’s first responders, enforcement agencies,
government authorities working tirelessly to keep society safe and lead us on the path of recovery.
18 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Maintaining solid
financial momentum
driven by a resilient
operating model
Q The challenging backdrop and other Covid-19 related pressures had adversely impacted companies’ operating
results. How did you manage this?
A Overall, FY2020 results manifested our disciplined execution on securing growth opportunities, driving digital modernisation
efforts, and across-the-board operational resilience during the year. However, our total revenue softened by 2.3% to
RM6,152.7 million attributed to sustained pressure on consumer and business spend, while total subscriber base lowered
by 7.4% to 10.4 million, as we focus on quality acquisitions. This was mitigated by opex reduction of 1.4% led by disciplined
cost containment measures. Our immediate priorities to quickly respond to the changes impacting our business in ensuring
financial resilience were:
Building sustainable revenue mix Driving optimal cost and capex Robust working capital
controls management
• Grew active Malaysian base by • Optimised advertising and • Managed an efficient supply
5.9% to cushion impacts from promotion spend on lower on- chain management resulted in
border closures via affordable ground activities timely deliveries in equipment
and flexible bundles • Intensified credit management and supply
• Increased the availability and and collection process to deliver • Maintained sufficient stock
appeal of our digital products low provision of doubtful debts holdings through effective stock
and services to yield 9.9% ratio of 3.2%, well below industry and distribution management
growth in internet and digital level • Re-negotiated key supply
revenues • Disciplined capex prioritisation contracts and repayments
• Accelerated digital adoption for to conserve cash by prioritising
SMEs and large enterprises to modernisation initiatives
escalate our B2B subscriber and
revenue growth by 5.5% and
4.0%, respectively
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 19
Together with our Profit After Tax of RM1,221.0 million, we were Competitive funding facilities at all
able to close FY2020 with a sustainable return on equity ratio and
times to support growth and short-term
return on total assets of 201.5% and 14.9%, respectively despite
disruption, if any
the overall subdued backdrop.
Q Digi has set out ambitious strategic roadmap and targets for the next three years as outlined in ‘Our Strategy’. How
can investors evaluate and measure your performance?
A To achieve our targets which are aligned with our long-term strategic ambitions, we use financial and non-financial indicators
to measure the achievements as highlighted below:
Q Investors are increasingly measuring a company’s performances against ESG criteria and values. What are Digi’s
efforts to improve ESG disclosure and reporting?
A Our commitment in delivering the highest standards of transparency and disclosure has always prepared us for increased
scrutiny on ESG performance from regulators, investors, and the public. We have set science-based targets to minimise our
environmental impact and aligned our reporting towards globally recognised reporting frameworks. In addition, we participate
in annual ESG rating assessments by various rating houses such as Sustainalytics, FTSE4Good and S&P RobecoSAM, which
reflects our dedication in achieving our target to become the number one telco ESG performance in Malaysia by 2023.
Our approach to provide a meaningful ESG disclosure is through continuous improvement, which is aligned to our reporting
guidelines for our stakeholders. The immediate focus areas are as follows:
Conduct company-wide data integrity exercise to build a robust ESG reporting Ongoing End 2021
framework
Ensure a comprehensive alignment of ESG material issues and enterprise risks Ongoing End 2021
Drive resource prioritisation and process improvement to manage ESG Ongoing End 2021
inquiries
Enhance our climate change risk monitoring, management and governance Embarking By 2023
Lastly, we truly believe that upholding high standards of corporate responsibility is key to long-term value creation and
contributes directly to improved business performance and brand integrity.
Q What do the new ambitions and targets mean to dividend payments going forward?
A We remain strongly committed to equip ourselves with the ability to pay steady dividends over time above our minimum
payout ratio of 80%. Our track record in maintaining high dividend payout ratio of above 95% demonstrates Digi’s financial
strength as a compelling stock.
In essence, I have confidence in our resilient business model to ensure our dividend distribution is in line with our strategy to
enhance free cash flow, improve the sustainability of our operations, thus delivering attractive returns to our shareholders.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 21
Notes:
• 2019 and 2020 Financial Information are based on post-MFRS 16
Catering
to the society’s needs
IN EXTRAORDINARY
TIMES
As a leading and trusted digital services provider, we continue to serve
Malaysians with different connectivity needs and demands. Be it small
business owners who need digital solutions to survive and thrive, or front-
liners on mission-critical work – we assume the crucial responsibility of
helping them stay connected to what matters most, with relevant aid and
value-added digital services.
24 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Our business model is anchored on long-term value creation for the success and health of our company and the best interests of our
stakeholders. We seek to actively create value through technologies and processes to ensure we deliver on our purpose to connect
customers to what matters most and empower societies. We consider the impact of our operations and relationships that are critical
to our ability to create value. In addition, we identify risks and opportunities that can affect the delivery of our strategy, whilst remain
committed in creating superior value to all stakeholders. Further details of each component in our business model and how it impacts
our capitals are available in Section 3 to 4 of this report, unless otherwise stated.
4 5
key CAPITALS
Financial
OUR PURPOSE
1
Empowering societies
Intellectual Connecting customers
to what matters most
ASSESS
operating
landscape 3
Manufactured
Identify
key risks &
OUR WAY OF WORK
emerging Customer Obsessed
2
opportunities Human Innovation 360
engage
stakeholder
needs Natural
ANCHORED BY
GOVERNANCE &
RISK MANAGEMENT
Social and Relationship PRACTICES
6
The environment in which we operate impacts our ability Key risks and opportunities we consider to execute
1 3
to create value. Refer to pages 26 to 28 on our strategies. Refer to pages 34 to 37 and 41
respectively
Top material matters and stakeholders’ concerns are Resources from our capitals that are critical to create
2 4
prioritised and addressed accordingly. Refer to pages 29 value. Refer to Section 4, pages 46 to 69
to 33, and 38 to 40 respectively
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 25
8
OUR STRATEGY FRAMEWORK Creating sustainable VALUE
7
Innovative core offerings
Performance
for mass market customers
& targets
and B2B segment
Our strong foundation enables us to set a clear direction Our ambitions are aligned to key performance indicators
5 7
to drive growth. Refer to pages 42 to 43 and targets. Refer to pages 42 to 43 and throughout
Section 4, pages 46 to 69
We are backed by Our Purpose, Way of Work and high Our ability to create value is reflected in the outcomes we
6 8
standards of Responsible Business practices. Refer to derive for all stakeholders. Refer to Section 4, pages 46
Section 5, pages 72 to 104 to 69
26 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Malaysian telecommunications market landscape continued to be challenging in 2020, with far-reaching effects of Covid-19 across
customers’ data usage, spending capability and mobility, businesses’ ability to operate, as well as intense price competition impacting
industry revenue growth. Throughout this unprecedented pandemic, Digi has demonstrated resilience and has put in place robust
internal processes to regularly review megatrends, market developments and strategies to adapt, capture new growth opportunities and
mitigate risks. For more information on how Digi demonstrated its resilience in driving continued value creation, please refer to Section 4:
How We Create Value, on pages 46 to 69 of this report.
• Malaysian GDP contracted by 5.6% in 2020 on • Delivered high availability and reliability in our network at
the back of ongoing global pandemic critical sites and high demand locations
• Cautious consumer sentiment, employment • Innovated and widened our offerings for various consumer
insecurity and slower domestic economic groups via segmented approach to be relevant to customers’
Macroeconomic
activities needs
Link to capitals: • National lockdowns and movement control • Accelerated customer digital touchpoints to ensure
orders led to heightened demand in network business continuity
usage from home, hospitals, government • Ensured seamless network and service deployments
agencies and other essential areas via continuous optimisation and efficient supply chain
management
• Deployed strict Business Continuity Planning measures to
preserve employee and customer safety
2021 Outlook
• Expect continued uncertainties from Covid-19 response and movement restrictions, making it difficult to predict the pace of economic
recovery
• Gradual recovery with no significant change in current industry dynamics while waiting for nationwide rollout of Covid-19 vaccinations
• Prioritise defending market share, capturing new growth opportunities and delivering industry-leading cost structure
• Heightened price competition with multi-tiered • Focused on high-speed prepaid internet plans with easy
product plans impacting industry ARPU trend entry starting at RM15, and monetisation of high-speed data
and revenue growth • Expanded presence in fixed connectivity by bundling
• Speed-tiered unlimited data plans in prepaid postpaid plans with fibre-to-the-home via More@Home
Competition
mobile introduced by large competitors since position
Link to capitals: June 2020 • Introduced best-in-value Go Digital Bundles to boost
• Increased focus on acquiring SMEs to leverage recovery and growth for SMEs as part of PENJANA
on SME Digitisation Grant under PENJANA • Further optimised cash flow and delivered disciplined
initiative operational efficiency initiatives via new technologies and
• While industry mobile penetration in Malaysia processes
has matured at 132%, fixed penetration at 48%
presents opportunities for further growth
2021 Outlook
• Intense competition as competitors fight to capture share of economic recovery
• Shift in customer behaviour driving increased need for home connectivity and digital services
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 27
• The government has announced Jalinan • Committed to invest to increase overall service coverage,
Digital Negara (JENDELA) initiative to upgrade reliability and quality to provide digital inclusion for all
Malaysia’s digital infrastructure and provide Malaysians
wider coverage and better quality of broadband • Set up internal governance with cross functional and CXOs
Emerging
experience for the rakyat, whilst preparing the involvement to ensure seamless 3G sunset and subscriber
Regulatory country for 5G technology migration to 4G
Requirements • 3G sunset and subscriber migration to 4G • Continued to adopt an open and collaborative stance
present execution challenge among mobile with the regulator and industry stakeholders to ensure
Link to capitals:
telcos to ensure no impact to customer achievement of national goals as well as spectrum access
experience • Conducted organisation-wide training on the revised MACC
• New provision of the Malaysian Anti-Corruption Act on Corporate Liability that took effect on 1 June 2020
Commission (MACC) Act 2009 regarding graft
offences and corporate liability to push greater
governance and corporate citizenship
2021 Outlook
• Accelerate Malaysia’s 4G connectivity and coverage, whilst preparing the country for 5G technology via JENDELA
• Prepare for nationwide 3G sunset
• Cloud, data and analytics, artificial intelligence, • Set up Data Hub department to consolidate expertise and
and network technologies continue to reshape deployed digital initiatives such as use of data analytics for
the telco industry improved process efficiency and develop strategic data
• Cyber-security and data privacy becoming more assets to drive personalised offerings
Technology
important for customers and enterprises • Leveraging learnings from 5G use cases and trials
Link to capitals: • The need for the right digital talent to adopt conducted nationwide while modernising our network
digital transformation strategies at a faster pace • Robust governance and processes to ensure compliance,
to meet rising demands and new opportunities privacy controls and security system to enhance data
from technology innovation protection
• Develop critical digital competencies through a plethora of
e-learning resources and cross-function job exposures
2021 Outlook
• Develop critical digital competencies in Digi to drive customer-obsessed, innovative and data-driven culture
• Expect higher demand and expectations for reliable network connectivity, digitalisation offerings, and affordable data due to continued
remote working conditions
• Prioritise capex and investment to support exponential data growth and upcoming 5G infrastructure rollout
28 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
• Increased importance of sustaining high brand • Maintained highest standards of corporate governance,
trust security and sustainability
• Clear responsible business strategies to • Delivered Yellow Heart initiatives on building digital
demonstrate stronger resilience resilience, driving digital inclusion and support for inclusive
Social
• Creating a safe working environment to protect business
Link to capitals: employees and partners from effects of • Ensured strict adherence to operational and business
Covid-19 standard operating procedures (SOPs)
• Provided Covid-19 initiatives to boost remote work
environment and continuous e-learning to all employees
and stakeholders across our value chain
2021 Outlook
• Ensure continued recognition as a leader in responsible business
• Deepen efforts to retain and expand on Yellow Heart as a brand differentiator to promote digital safety and digital inclusion
• Supporting the government’s and sectoral initiatives such as the 12th Malaysian Plan and JENDELA
• Rising global concerns over climate change has • Identified green-tech innovative solutions
compelled mobile operators to adopt climate- • Deployed efficient resource consumption
friendly and energy-efficient solutions amidst • Reduced material resources and waste
expansive roll-out of mobile networks to meet
Environment
the exponential demands for connectivity
Link to capitals:
2021 Outlook
• Energy efficiency and technical mitigation towards building a low carbon network architecture
• Refine internal ESG risk management framework to mitigate rising climate impact
• Data-integrity exercise for consistent and accurate climate data as part of non-financial reporting
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 29
In recent years, stakeholder capitalism movement is gaining traction, spurred by increasing focus on climate action
and increasing social challenges. At Digi, we believe that it is crucial to balance the corporate purpose for the benefit
of the company and all stakeholders, society and the planet. We constantly engage with our key stakeholders to better
understand their concerns and emerging priorities.
This year, we undertook a stakeholder prioritisation exercise to perform a comprehensive assessment on the priority level of each
stakeholder group identified.
As guided by the Bursa Malaysia’s Sustainability Reporting Guide (2nd Edition) and Bursa Malaysia’s Toolkit, including Toolkit on
Stakeholder Engagement and Toolkit on Materiality Assessment, the representatives from various departments within the company
deliberated on the level of influence and dependence of each stakeholder group to Digi.
The outcome of the deliberation, as represented below, has allowed us to augment a holistic view of our stakeholder groups and to
better address their expectations.
Employees
High dependence
Shareholders
Stakeholder's dependence on Digi
Board of Directors
Union
Medium - High
dependence
Business Partners
Suppliers
Government and Regulators
Retail Consumers
dependence
Enterprise Customers
Communities
Media
Low dependence
Low influence Medium - Low influence Medium - High influence High influence
In addition to the day-to-day engagement process, during the year under review, we have performed a Stakeholder Engagement
exercise to better understand our stakeholders’ views on Digi’s sustainability management. Based on the outcome of the stakeholder
prioritisation process, we have expanded the scope of engagements to both internal and external stakeholder groups. The
engagement was conducted with guidance from an external consultant. Various engagement methods were leveraged in engaging
with the different stakeholder groups, including the participation in a qualitative and quantitative survey.
Engagement Channel
Stakeholder Groups Issues and Expectations Digi’s Response
and Frequency
Board of • Annual General Meeting • Existing agenda on ESG • Engage on Digi’s financial
Directors • Quarterly Board meeting matters (i.e. climate change, and non-financial
Responsible as • Board effectiveness anti-corruption, compliance, performance, strategic
the company’s evaluation welfare and wellbeing of the growth plans, operational and
leadership, setting • Company events/ activities stakeholders) talent management
out strategic aims, • Review financial and non- • Ensure transparency in
reviewing the Frequency of engagement: financial performances corporate reporting and
management’s disclosures through multiple
W Q Y
performance to meet platforms
objectives • Strengthen communications
and engagements with
stakeholders
Government and • Regular reports and • Widespread digital adoption • Wider coverage and better
Regulators periodical information • Service reliability and quality quality of broadband
Access to spectrum sharing with Ministry and • Achieving Jalinan Digital experience
and operating regulators Negara (JENDELA) targets • Improve our 4G network
licenses, set regulatory • Participate in JENDELA and • Tech talent development nationwide
measures with 5G Taskforce • Climate action and • Rollout of ‘#BuatLebihL4Gi
financial implications, • Company website environmental management campaign with Digi 4G’ to
and compliance in • Annual Report and Financial • Digi’s efforts in data privacy drive adoption
accordance to national Report and protection • Foundation to prepare the
laws and aspirations • Yearly site audit and visit country for 5G technology
• Analyst briefings together with industry
• Affordable access for
education and productivity,
Frequency of engagement: digitalisation for SMEs and
W Q Y businesses and inclusive
products and offerings for
the rakyat
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 31
Frequency of engagement:
D Daily Q Quarterly
Weekly
W H Half-yearly
Monthly
M Y Yearly
Engagement Channel
Stakeholder Groups Issues and Expectations Digi’s Response
and Frequency
Customers • Self-serve options via • Coverage and service • Maintain as the fastest and
Subscribers of Digi’s MyDigi App quality most consistent network in
products and services • Digi retail outlets • Bill shocks from third party Malaysia
• Website and social media content providers • Innovative and affordable
• Digi’s annual Customer • Notification during service products such as Digi
Obsessed Day lapses Prepaid Abadi, Digi Postpaid
• Customer service channels • Competitive plan and price Smart Bundle for frontliners
(online customer service points and essential workers and
and call centre) • Pace of 5G implementation Digi Prepaid SPM/STPM
and IoT pack
Frequency of engagement: • Improve digital capabilities of
self-service channels
D W M Y
Employees • Best On People Council • Career development plans • People dialogues and
Individuals employed (BOPC), led by a committee • Rewards and benefits performance based rewards
under Digi, consisting selected by employees structure • 40-hours online learning
of full-time, hires annually • Employee engagement and challenge via various digital
under contractual • Digi Telecommunications enablement learning platforms
terms, and part-time Sdn Bhd Employee Union • Covid-19 impacts on • Organisation-wide events
employees • Annual Employee Digizens such as Responsible
Effectiveness Survey • Diversity and inclusion (i.e Business Summit, Digital Day,
• Internal engagement gender balance, skills and Customer Obsessed Day,
channels capabilities, and equal Teambuilding, What’s Your
• Leadership forums opportunities for all) Next sessions
Frequency of engagement:
D W Q H Y
32 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Engagement Channel
Stakeholder Groups Issues and Expectations Digi’s Response
and Frequency
EMPLOYEE UNION • Meetings with union • Employee welfare and • On-going dialogues with
Participation by committee members culture Digi Management on general
employees who meet • Company events/ activities • Alignment to company employee welfare and
the eligibility in Digi • Forums and seminars direction company direction
Telecommunications • Covid-19 impacts • Renewed commitment to foster
Sdn Bhd Employees Frequency of engagement: • Climate change and green strong relations and establish
Union (DGEU) practices (i.e. recycling, go- partnerships by way of signing
Q M H
green products, renewable the Third Collective Agreement
energy)
Frequency of engagement:
W M Q Y
Engagement Channel
Stakeholder Groups Issues and Expectations Digi’s Response
and Frequency
Suppliers • Annual Self Assessment • Health and safety in supply • Training and capacity building
Businesses having Questionnaire (SAQ) chain sessions for our contractors
a direct contractual • Site inspections and audits • Non-compliance in supply and sub-contractors to raise
relationship with • Supplier training chain standards on health and safety
Digi, to offer its own • Product presentations • Integrity due diligence and responsible business
services to support • Green solution (including practices
Digi in its operations Frequency of engagement: energy efficient • Collaboration with industry to
infrastructure, e-waste implement joint enforcements
W Y D
management) to maintain the highest
• Covid-19 impacts on the standards of safety across our
business and employees supply chain
• Achieved zero Lost Time Injury
Frequency (LTIF) score in 2020
Frequency of engagement:
D Q Y
Community, • Engage and partner with • Leveraging mobile • Initiatives to bridge the digital
Sustainability government agencies, technologies and future gap and inequalities
Partners & Non- corporates and NGOs skills content to empower • Implementation of digital
Governmental to address issues in the local communities resilience and digital inclusion
Organisations community • Safe internet use programmes in partnership
(NGO) • Global and local • Internet access gap to the with NGO and communities
Partners who share partnerships between community
the same aspirations Telenor Group, Digi and • ESG matters (i.e.
for reducing UNICEF Contribution to Sustainable
inequalities and Development Goals, Human
bridging the digital Frequency of engagement: Rights and Climate Action)
divide in communities
M Q Y
34 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The increasingly interdependent ecosystem of telecommunications, digitalisation and technology evolution, as well as the emerging
stakeholders’ expectations require holistic risk assessments. Digi leverages on its risk management framework to identify, measure
and monitor strategic and operational risks, giving management a clear risk oversight to enable informed decision-making.
Digi’s risk management framework is broadly based on ISO 31000 International Risk Management Standard which sets the foundation
on how risks are being managed, and the responsibilities of management team to assess significant threats and opportunities related
to the company’s goals/ambitions. Key risks identified by owners and senior leaders are aggregated to produce Digi’s top risks profile
and reported to the Board and Audit and Risk Committee (ARC) for governance oversight. Further details of our Risk Management
Framework are available in the Statement on Risk Management and Internal Control, pages 97 to 102 of this report.
During the year under review, we have considered the Covid-19 impact which has resulted in operating constraints that have a knock-
on effect on our key risks. To fully understand our risk landscape, we analysed the correlation between these key risks and the potential
impact to derive informed business continuity strategies during the Covid-19 pandemic. New risks have been added to our watchlist
while we continue to mitigate the risks arising from Covid-19.
Market and An externally driven risk Softer consumer and • Intensify acquisition (FY2019
competition as the effects of Covid-19 business spend and base management vs. FY2020)
pandemic is gradually efforts to capture growth
Unchanged
changing the dynamics Change in customer from digital and internet
of industry and socio- behaviour and adoption
economic recovery pace. consumption patterns • Drive digital value
Heightened competition proposition to grow B2B
and availability of near- Outlook for tourism and revenue and market
core digital offerings are influx of migrants remain shares
expected to challenge softer due to border
industry growth restrictions Impact to Capital:
Business To ensure our ability Reduced service level • Precautionary and contingency (FY2019
CONTINUITY to provide high quality and network disruption measures, segregated vs. FY2020)
and consistent network teams, and alternate sites
New risk in
experience nationwide Adverse impact on were implemented to ensure
2020
during the pandemic, it is customer experience continuity of services
imperative that Digi has a • Dynamic sourcing and supply
comprehensive business Delayed or loss of chain management to ensure
continuity plan to mitigate inventory supply or adequate and contingency
the risk of interruptions in services from vendors/ supply
these critical service areas: business partners due • Multi-vendor strategy to
to Covid-19 related diversify and minimise
• Network services restrictions dependancy on a single vendor.
• Information systems
• Contact centre services Impact to Capital:
• Retail operations
• Supply chain services
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 35
Impact to Capital:
Capital Continued investment Shift in customers’ • Optimise traffic and prioritise (FY2019
allocation in digitalisation and data usage quota and investment in competitive vs. FY2020)
and network modernisation to increased demands for network to ensure consistent
Unchanged
operational provide the best internet greater value on quality, customer experience
efficiency experience speed, and reliability of • Continue to drive execution
risk our network of operational efficiences,
Need for robust capital modernise digital channels
allocation, operational Prioritisation of network and invest in digitisation
efficiencies, and free cash traffic management from • Network Modernisation
flow management urban business centres project focused on next-
to residential areas during generation networks roll-out
the pandemic for energy efficiency and
sustainable growth
Impact to Capital:
36 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Regulatory, Digi and business partners’ Non-compliance by Digi • Teams of subject (FY2019
legal and compliance with relevant or business partners matter experts along vs. FY2020)
compliance legislation, and applicable may result in reputational with overarching policy
Increased
risk industry regulations or damage, financial compliance framework
requirements. These penalties or suspension • Strong internal governance,
include spectrum, access of license risk assessment, and
licenses, customer functional compliance
registration, privacy, anti- monitoring programmes
corruption, and competition across our business value
chain
Failure to comply with
• Regular participation
these laws and regulations
in discussions and
could lead to reputational
consultations with
damage, financial penalties
stakeholders like regulators,
and/or suspension of
law enforcement authorities,
license to operate
and the industry
Other external risk factors • Optimise resources and
include the government’s cross functional team
ambition to promote digital collaboration
inclusion across the nation
and uplift of network quality Impact to Capital:
and coverage
Impact to Capital:
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 37
Cyber As technology landscape Loss of critical data and • Dedicated security (FY2019
threats and changes, corporations service interruptions monitoring team to detect vs. FY2020)
security risk need to monitor could result to adverse potential threats, and
Unchanged
vulnerabilities to increased creditability and negative on-going enhancement of
cyber-attacks by external customer experience Digi’s defendable security
threat actors architecture to strengthen
resilience to malicious cyber
attacks
Impact to Capital:
Talent and Inability to effectively Overworked employees, • Strengthen Digi employer’s (FY2019
succession manage succession loss of key personnel and brand to uplift our digital vs. FY2020)
management planning, attract new increased attrition rate will presence while continuing to
Unchanged
risk talents, retain top talents impact accomplishment implement targeted retention
in competitive market, of critical goals or strategies
and adequately promote objectives • Proactive succession and
diversity and inclusion workforce planning to
identify skill gaps and talent
development needs
• Programmes to fill identified
competency gaps to address
operating model shifts
Impact to Capital:
38 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
In FY2020, we refreshed our materiality assessment to substantiate the materiality of economic, environmental, social and
governance risks (known as “sustainability matters”) that are relevant to our business and stakeholder’s expectations. Our materiality
assessment is guided by our risk management framework as well as Bursa Malaysia’s Sustainability Reporting Guide (2nd Edition)
and Bursa Malaysia’s Toolkit. To understand our stakeholders’ perspective, we engaged with a wide range of external and internal
stakeholders to further evaluate and shape our materiality matrix. Subsequently, these stakeholders’ findings are mapped against
Digi’s strategic priorities and its business environment.
• The magnitude of each sustainability matter is assessed through our impact assessment
• Representatives from various business functions deliberated the sustainability matters scoring
• To ensure integration between our risk and materiality assessment, Digi’s enterprise risk parameters were used to guide us in
scoring the likelihood and consequence of each sustainability matter
• Each sustainability matter is assessed based on the impact on revenue, cost, regulatory, brand and reputation, as well as
health, safety and environment across a specific timeframe
• Upon finalisation of the materiality assessment, it was presented to the Board of Directors for approval
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 39
Materiality Matrix
Based on the input from both stakeholders and the business, we have developed our materiality matrix for FY2020 using the
consolidated Top 13 material matters. We have also prioritised and mapped these matters in accordance with our strategic pillars.
The matrix provides guidance for our future initiatives and sustainability planning.
M2
High
M1
Medium - High
R1
R5 G1 R2
G2
R6 R3
M3
G3
R7 R4
Medium
Medium - Low
Mapped to Digi’s
Strategic Pillars
Growth (G)
Low
Modernisation (M)
Based on the outcomes of the assessment (and in comparison, to Digi’s FY2019 assessment), the following inferences can be made.
• Customer Satisfaction, Data Privacy and Security, Service Reliability and Quality, Business Ethics and Corporate Governance,
Occupational Health and Safety and Regulatory Compliance remain the top material matters to Digi.
• Due to the Covid-19 pandemic and geopolitical risks, focus areas such as Digital Resilience and Inclusion, Crisis Management and
Response, and Occupational Health and Safety have become more material to Digi in order to maintain its business performance
and operations in the new normal. Other social related matters still remain moderately material to Digi such as Talent and Culture
and Respecting Human Rights and Freedom of Expression.
• Based on the top global risks in 2020, environmental issues are becoming more material to the business. This is in line with the
upward trajectory of climate change in terms of priority for mobile operators in general, across the world. We take a long-term
commitment in addressing climate issues and will continue adopting energy efficient solutions to mitigate rising climate impact.
• We remain steadfast to elevate best practices under our people commitment - embracing Digi’s diversity, inclusion and talent
development agenda, as well as continued efforts to maintain high ESG standards across our value chain.
40 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
M1 Customer Satisfaction Employing customer-centric solutions for a differentiated user experience in our
highly competitive markets
R1 Business Ethics and Corporate Maintaining an effective governance framework and internal controls to uphold
Governance corporate values and ethical standards across our value chain
M2 Data Privacy and Security Upholding strong governance to strengthen privacy controls and to protect
stakeholders’ data and information against cyberattacks
High Importance
R2 Occupational Health and Safety Conducive environment that improves health and safety conditions for employees
and contracted workers along the supply chain
G1 Service Reliability and Quality Providing quality and consistent network experience to customers
G2 Regulatory Compliance Maintaining robust controls to meet the existing and emerging legislation and
regulation
Medium-High Importance
R3 Digital Resilience and Inclusion Enable greater access whilst providing access to safe internet to enhance digital
inclusion and resilience among stakeholders
R4 Climate Change and Environmental Protect the environment via transitioning towards a low carbon economy and
Management employing effective waste management within the business operations
R5 Respecting Human Rights and Upholding human rights by mitigating risk of potential misuse across our value chain
Freedom of Expression and access to the right information
R6 Crisis Management and Response Well-prepared for crisis with a rapid and adequate response plan, whilst maintaining
clear lines of reporting
R7 Supply Chain Management Raising standards of our supply chain to positively influence social equality and
environmental protection
G3 Business Development and Robust strategies to acquire and expand businesses and value creation to drive
Expansion growth and profitability
M3 Talent and Culture Fostering an environment that attracts and retains high-performing talent while
encouraging for continual development of digital competencies
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 41
Macroeconomic, regulatory, and technological developments have influenced the industry and consumer behaviour at a rapid
pace. By understanding our stakeholder’s expectations, coupled with thorough analysis of the operating trends and key risks, it has
presented Digi with a host of opportunities that can positively impact our business and we continue to be mindful of how we can
utilise our available assets to drive sustainable performance in the year ahead.
Expanding ultra- Scale up Digi Fibre • Capture growing customer’s need for reliable home connectivity
fast and unlimited Broadband offerings • Provide customers with a bundled product proposition for a
Fibre-to-the-Home as part of end-to-end seamless in and out of home service experience
solutions product portfolio to
support postpaid growth Impact to Capital
Deploy and monetise Drive revenue upside • Ensure network readiness for efficient 5G deployment
5G from enterprises and • Drive collaboration with potential industry and solution partners
customers by offering leveraging Telenor’s experience and expertise
innovative 5G solutions
Impact to Capital
Build sustainable Develop robust and • Offer structured learning paths in seven expert competence
talent pipeline future-ready talent areas deemed critical to Digi’s strategy for continuous learning
pipeline for the company and upskilling
and the industry as a • Select senior leaders for Strategy Execution Programme
whole organised in collaboration with Telenor and Deloitte
• Empower underserved communities with future skills training
Impact to Capital
Digital Inclusion and Ensure fair and equal • Drive digital inclusion and resilience for underprivileged
Equality access to internet for communities under Yellow Heart
all Malaysians while • Provide safe internet training for educators and schools
addressing the complex • Produce national survey findings on internet safety among
challenges related to students and children
online safety
Impact to Capital
42 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Our Strategy
Our long-term business strategy is anchored on our purpose to connect customers to what matters most and empower societies.
In FY2020, we have reviewed and further enhanced our strategic framework into three pillars together with a three-year roadmap
in achieving our ambition to be the trusted digital connectivity partner.
Inno
vat
ts ing
men on
g
se ou
r
d
n
co
sa
re
itie
to
un
im
ort
pro
opp
ve
d by new market
custo
mer experience
Fuele
Emb k
edded wor
in our way of
RESPONSIBLE
BUSINESS
Where we MODERNISATION
will be in 2023
Leader on Best customer
sustainable business experience, built on
standards and ESG channel digitalisation and
practices in Malaysia automated operations
300,000 GROWTH #1
Users engaged via Most consistent
Yellow Heart programmes Sustainably grow Consumer network
on digital resilience and and lead organic B2B (Maintain 2020 position)
future skills revenue growth
Our Strategy
2021
Building Foundations
2022
Advancing Customers
2023
Powering The Nation
For Growth In And Society Through With 5G Solutions And A
The New Normal Digitalisation Future Of New Possibilities
• Easy, seamless products and • Capture fair share of Fixed (FTTH & • Robust growth trajectory
solutions (mobile, fixed, digital) Fixed Wireless Access (FWA)), and 5G built on B2B and 5G
• Build position on trust and security revenue growth • Extensive B2B and 5G
for fastest SME growth • Pioneer 5G and IoT value creation in solution portfolios in target
GROWTH
• Explore new revenue streams key B2B verticals (ports, oil & gas) verticals
• Invest in new revenue streams via • Innovation partner of choice
partnerships across Telenor Asia for global technology players
• Digi as preferred brand - known for customer obsession, • Leader in responsible business, ESG practices and
innovation and responsible business driving community impact
RESPONSIBLE
BUSINESS
RESPONSIBLE
GROWTH MODERNISATION
BUSINESS
• Build core mobile and strengthen with • Improve ease of performing self-serve • Raise ESG standards and continued
FTTH across Malaysian base transactions across digital channels responsible business focus
• Explore key Malaysian segments and • Modernise enterprise IT platforms to serve B2B • Safeguard customer data by enhancing
B2B through differentiated 5G services customers efficiently privacy, data protection and security
• Leverage automation and AI/Machine Learning architecture
• Pioneer innovative solutions to
digitalise enterprises in key verticals to enhance Digi’s lean operating model • Industry leader in diversity and inclusion
(ports, oil & gas) • Build talent and competences, and strengthen • Innovator in developing digital
• Fastest SME growth via digitalisation Digi’s employer brand resilience and future skills
competencies to scale community
• Invest to deliver competitive and
impact and reduce inequalities
consistent network experience
Empowering
societies with
digital connectivity
We believe the Internet is the gateway to endless opportunities, and we are
committed to help reduce inequality by empowering every Malaysian, including
senior citizens, persons with disabilities, B40 communities and more. Through
our Yellow Heart initiatives, we continue to provide everyone easy access to the
Internet, build future-ready workforce with digital skills and nurture a digitally-
resilient community for a better, safer world tomorrow.
46 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
• Led by strategic shifts undertaken to reduce reliance on traditional prepaid voice and significantly changing our
revenue and subscriber mix to be more internet centric as well as to leverage growth in internet adoption
More sustainable revenue mix Improved internet and Growing internet users
digital revenue
in RM mil
85%
10% 12%
+10%
22% 18% 4G subscribers
3,948 (FY2019: 79%)
FY2019 FY2020 3,591
• Driven by sharp focus to increase stickiness amongst Malaysian base through contracting and renewal activities
• Curated multi-tiered internet passes for various segments such as youth, elderly and mass consumers
Improved ARPU development Lower total subscribers Larger active Malaysian base
In RM
2019 2020 14%
71 6%
67
10.4 29% Y-Y to offset
declining migrant
million
base
7%*
40 41
30
31 57% Ranked #2
Postpaid operator with
Postpaid Prepaid Internet Non-internet over 3.0 million subscribers
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
• Executed stringent cost efforts through structural and non-structural cost savings initiatives
• Continued investment in network coverage and capacity expansions nationwide, and driving stronger postpaid and
internet subscriptions
1,433 1,539
720
753
1,580 1,558
11%
in sales and
0 53 13%
To support growing
marketing costs FY2019 FY2020 network coverage
FY2019 FY2020
(FY2019: 13%)
Cost of good sold (RM) Organic Capex (RM)
Opex (RM) Asset retirement obligation (RM)
• Tightened our credit management and collection process to Low provision of doubtful debts ratio
manage provision of doubtful debts below industry levels reflected our ability to
• Enhanced acquisition mechanisms such as higher credit manage collection risk
3%
score eligibility and device volume
• Optimised balance sheet through exclusion of trade
receivables
(FY2019: 3%)
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 49
• Maintained industry-leading profitability margins • Continued to exceed the company’s dividend policy
despite softer topline environment of distributing a minimum 80% of net profits
• Earnings before interests, taxes, depreciation and • Kept to our commitment to deliver strong and
amortioncation (EBITDA) moderated by 7% to RM3.08 sustainable returns to our shareholders
billion amid softer topline development from Covid-19
related factors, mitigated by cost reduction efforts Shareholder returns
• Profit After Tax (PAT) totalled to RM1.22 billion from 18.4 18.2
RM1.43 billion flowed through from lower EBITDA
and higher depreciation and amortisation attributed 15.7 15.6
to MFRS 16 adjustments and recognition of Asset
Retirement Obligations
FY2019
EBITDA margin (%)
FY2020
PAT margin (%)
RM1,213 mil Near 100% payout ratio
Protecting balance sheet with solid financial capability and sufficient fund for future growth
• Expanded Total Assets to RM8.19 billion on enlarged right-of-use assets led by continued prioritisation on efficient asset
management
• Ensured business sustainability and positioned us for the future to deliver value to our shareholders
Total Assets Higher total borrowings Gearing and net debt level
mainly attributed to increased
19%
finance leases of 26%
10% 1.7 times
Net debt to EBITDA ratio
(FY2019: 1.6 times)
Total Borrowing
Total Assets 43%
7%
Including finance leases
RM8.19 billion RM5.45 billion
as at 31 Dec 20 as at 31 Dec 20
Conventional debt over total
81% 47% assets ratio below 33%
threshold set by the Securities
Commission
Current Asset Non-Current Assets Islamic Finance Leases Conventional (FY2019: 10%)
For more details on our financial performance, please refer to our CFO Statement, pages 18 to 20
50 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
• Improved network coverage and capacity in line with our strategic goals to expand 4G mobile coverage in rural and
remote areas and enhance in-door coverage nationwide
• Executed strategic deployments which enabled us to meet targets for new and upgraded site rollouts
• Continued granular focus on improving core network stability and coverage to serve critical and high demand locations
throughout the pandemic
9,981
97% completion
9,563
3%Y-Y in new site rollouts to support
to 9,890 sites
JENDELA ambitions in 2020
Eastern
14%
FY2019 FY2020
* JENDELA was formulated collectively
Southern
by the telco industry and the government
19% Northern to improve network coverage and better
Fibre (KM) LTE (%) LTE-A (%) 17 quality of broadband experience
Ensuring consistent network experience for customers with the fastest network
Higher data consumption growth Flat year-on-year performance in network net promoter score, whilst gaining
leadership position in becoming the fastest and most consistent network
+36% -1%
point
29.36 Mbps
download speed in 2H20*
Maintained #1 or #2
on network speed across 13 states*
Sustained #1
on consistency and throughput speeds*
FY2019 FY2020 FY2019 FY2020
* measured via third-party crowdsourcing data
52 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
• Partnered with ZTE for nationwide Radio Access Network (RAN) modernisation, to enhance our network capacity and
deliver improved user experience
• Prepared a future-ready network by upgrading Digi’s sites with the latest 5G technology progressively
• Exploring 5G use cases and verticals in a collaborative approach through 5G Demonstration Projects
• 5G-powered collaborative space open for all • Real-time virtual tourism experience showcase
academics, universities, start-ups, developers, with Malaysia Airports, Panorama Langkawi,
and businesses to trial Tourism Malaysia and ZTE at Langkawi
• Continue to explore infinite possibilities with 5G International Airport
in partnership with MDEC and Cyberview • Digital healthcare (remote diagnosis on
emergency patients) showcase in Langkawi
with the Ministry of Health, CREST, and ZTE
Developing in-house digital services to address customer needs and pain points
Growth engines for retail customers Digital solutions for enterprise customers
iFleet
A B2C platform for gaming
Malaysia’s best fleet management
Providing gamers with the ability to
solution to help enterprises manage the
seamlessly reload and make purchases
productivity, efficiency and visibility of
on their favourite games
their fleet
Deepening digitalisation efforts to drive online customer engagements and overall customer satisfaction
• Increased self-serve transactions on digital channels, providing customers an alternative platform to manage essential
tasks during the various movement restrictions
• Enabled physical to digital shift in reloads, driving improved bill payments over digital channels
4.4mil
monthly active users
+7%
upsell transactions
over
300k
increased by 16% secure logins per day,
with improved security
infrastructure
• Sustained customer satisfaction (CSAT) scores reflected our sharp focus to pivot business strategies to connect
customers to what matters most
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
Included as index constituent in ESG Preferred brand for consumers and shareholders
and Shariah indices
Bursa Malaysia Index Bursa Malaysia Hijrah 2020 Putra Brand Awards Malaysia-ASEAN Corporate
Shariah Index Governance Report
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
• Digitalised customer facing IT processes to provide seamless and faster execution via online channels, such as
marketing automation tool and centralised catalogue management
• Established gameplan for digitalising customer journeys which enables channel modernisation and readiness to drive
new areas of growth and to maximise efficiency and productivity in operations
• Set up dedicated teams to consistently review processes for optimisation and improvements
Real-time contactless payment Personalised messages and offers Affiliated selling platforms
Average conversion
Over of at least
20mil 125%
RM1.4bil messages higher than
Created over
payments collected
over kiosks, digital and e-wallet channels
sent per
month
traditional SMS 3,700
affiliated links for sales agents
Cloud-based security protection solution for Mandatory cybersecurity awareness training sessions
SME customers for employees
Enhancing data protection and security to strengthen the integrity of our network
• Boosted customer experience with wider online presence and increased security confidence with enhanced security
infrastructure
• Strengthened governance on Digi’s internal processes to safeguard data privacy and protection within the organisation
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
(vs. target 40 hours) Super learners Completion Employees Leaders & Experts
Average online learning Completed >40 • Mandatory courses Embarked on expert Embarked on
hours completed per hours learning on Compliance, journeys, covering 13 Strategy Execution
employee Privacy and critical competencies Programme (SEP) 3.0
CyberSecurity and registered >75%
* Learning hours accounted from
digital platforms, strategic completion rate
leadership and expert courses, • What’s Your
and annual company-wide Next sessions to
learning days.
internalise Digi’s
Data for average online learning
strategies and
1
98%
Response rate
71%
Effectiveness Index
100% Adoption of
Findings
The Effectiveness Index represents the achievement of both the engagement and
enablement scores and is the primary measure of EES
Office 365 At 71%, the Effectiveness Index increased by 6% from 2019 to surpass the 57% average
Effective collaboration score* for companies within the Southeast Asian region
tool for remote * Benchmarked by Korn Ferry
working conditions
Qualitative assessments
Solid management of safety and wellbeing of our employees
Business continuity plan (BCP) arrangements due to Covid-19
Significant recognition in areas of leadership, strategy, tools and eNPS - achieved through
our structured organisation-wide EES action plans and consistent communication
throughout the year
Increased efforts on eNPS to enhance knowledge of products and services and to
promote product advocacy amongst employees
60 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
Enhancing agile mindset among our employees through leadership engagements via organisational and divisional townhalls,
supported by continuous learning on-the-job and through learning platforms.
Full day virtual event for employees to learn the latest trends
>3000 customers engaged virtually
in the technological sphere, conducted through masterclass A virtual event to engage and appreciate our
sessions led by industry experts. customers while gathering feedback for continuous
improvements.
With 100%
disclosure score,
above global and
Women in leadership positions 0.3% country average
47% 8.3%
36.0% GLOBAL DIVERSITY
AND INCLUSION
INDEX 2020
14.5%
• Ranked 37 amongst
20-29 30-39 40-49 50-59 60+ 100 global players
• The first Malaysian
company in the Top 50
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
Adopt cleaner energy innovations and solutions Transitioning towards data driven
network planning and higher
• Pilot ZTE’s R&D expertise to adopt AI/ML-based system to manage our Radio spectrum efficiencies
Access Network (RAN) energy consumption including automated power
savings during low-peak usage
• Invest to expand fibre-based backhaul and last mile solutions in our network
and service offerings (fibre networks use less energy to power the signal,
resulting in less heat being generated, and therefore less cooling required) RAN Microwave to
modernisation fibre connectivity
• Software upgrade to the RAN network to unlock new capabilities and features
towards building open and virtualised RAN architectures
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 63
Performances
In 2020, our carbon emission has decreased by 5%, attributed to the on-going network modernisation and operational
efficiency (OE) initiatives. Employee mobility has also been reduced due to travel restrictions and remote working,
attributing to improvements in Scope 1 and Scope 3. We willl continue driving low carbon solutions to achieve our joint
Group’s Science-Based target of 50% reduction by 2030. In 2021, we will embark on a climate data integrity initiative
to improve on our carbon and energy management, and reporting standards for Scopes 1, 2 and 3. Our annual GHG
emissions inventory FY2020 is in accordance to the GHG Protocol Corporate Standard.
Our Carbon Intensity per Data Usage also improved by 31%. This means that though the average customer is using more
data, we have achieved a lower carbon footprint per unit of data consumed. Our carbon intensity is measured by tonnes of
CO2 (tCO2e) per terabyte of data.
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
Performances
General waste E-Waste*
• Additions of recycling and food waste bins E-waste directly produced from our operations is managed under
at office public areas. Food wastes are the Environment Quality (Scheduled Wastes) Regulation 2005 and
composted and processed to fertiliser our internal guidelines.
• Stopped single use plastic – Discontinuation * Decommissioned network equipment constitutes the largest amount of e-waste generated by
tonnes. We reuse equipment, and send those that are obsolete to recycle and disposed off safely
of water bottles and single-use plastics at Digi by a licensed vendor.
eateries
Obsolete electrical and electronic waste managed in 2020
Waste managed in 2020
47 Tonnes 11 Tonnes
251 Tonnes Collected Recycled
General waste collected
2 Tonnes 78,856 m 3
54 m 3
Note: General waste collected, and water consumption has reduced by 11% and 16% respectively due to low employee capacities in the office buildings
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
Digital Inclusion
Users enrolled Students assisted with Teachers and all Digi internet
1
Data for users enrolled in the future skills programme micro:bit quick start learning kits centre managers onboarded
has been independently audited by PwC
Digital Resilience
• Partnering MOE, Google and Cybersecurity Malaysia • Partnered with Child Rights Innovation & Betterment
to engage schools nationwide on internet risks and (CRIB Foundation) to host a webinar session to raise
digital resilience awareness on industry best practices on issues relating
to child rights
4 18 > 600,000
Virtual training sessions Virtual training sessions Digi customers reached
KitaConnect campaign on various Partnering #StandTogether Educating customers on common
themes on internet safety with various nationwide campaign, engaging and pervasive cyber-scams and
civils society organisations (CSO), 2,403 students and 716 teachers digital fraud such as Wangiri and
teachers and students SMS Scams
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 67
Inclusive Business
Accessibility improvements
to our digital touchpoints
• Allowing people with disabilities to better perceive, understand,
navigate, and interact on our platforms
• Respecting human rights to digital access by lowering the entry
barriers for visually impaired communities
• Making our business and products equally accessible to the
underserved populations
Other engagements :
• HSBC Amanah and Digi Sustainability workshop for young talents
• MDEC MyDigitalMaker virtual fair - Safe Internet and Privacy in the Digital Age
• HSBC Regional Telecoms ESG virtual event
• Telecoms World Asia - Securing Smart Data and Digital Footprints Post Covid-19
68 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
SOCIAL &
FINANCIAL MANUFACTURED INTELLECTUAL HUMAN NATURAL
RELATIONSHIP
• Conducting Compliance risk assessment and monitoring activities for the first line of defence
• Ongoing review and implementation of Digi’s policies and manuals
• Implementing Guidelines on Adequate Procedures issued by the Prime Minister’s Department in line with the
introduction of Section 17A of the MACC Act 2009
• Compliance case management and analytics
• Compliance capacity building for all employees through awareness and training programmes which included Speak
Up Campaign, Anti-Corruption Day, Responsible Business Summit, and targeted audience trainings
Digi’s Anti-Corruption Day is held annually on 9 December in recognition of International Anti-Corruption Day.
Company-wide trainings and awareness were carried out to:
For more details on Governance and Compliance, please refer to Section 5, pages 72 to 104 of this report
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 69
Our commitment to raise standards of our supply chain Strict compliance to Health and Safety
as per established sanction matrix
511 48 463
Inspections Announced Unannounced
77 51 •
•
Monthly meeting with Tier-1 safety officers
Supplier Assessment Questionnaire (SAQ)
SAQ Findings from • Within 1 week, improvements and corrective actions to unannounced
Responses the SAQ were inspection findings were resolved
resolved
Progressing
Malaysia towards
a digital economy
nation
We are steadfast in reinforcing the backbone of Malaysia’s economy with the right
tools and technology to transform digitally. As a digital and connectivity solutions
provider, we are helping to digitalise businesses large and small, empowering them
to be future-ready and competitive in a growing digital economy. Be it through
essential digital business solutions, or more advanced technology like Artificial
Intelligence (AI), Internet of Things (IoT) or 5G network services, we are prepared
to journey with our customers to reach their fullest potential while helping Malaysia
achieve its aspiration of becoming a digitally-driven, high-income nation.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 71
72 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
01 02
04 05 06
01. Haakon Bruaset Kjoel 03. Vimala V.R. Menon 05. Lars Erik TELLMANN 07. Randi Wiese Heirung
Non-Independent Independent Non-Independent Non-Independent
Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
B R N B A B B A
02. Tan Sri Saw Choo Boon 04. Yasmin Binti Aladad Khan 06. Wenche Marie Agerup
Senior Independent Independent Non-Independent
Non-Executive Director Non-Executive Director Non-Executive Director
B N A B N A R B R
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 73
Present directorships
Area of expertise
07 Telecommunications, Strategy Development, Leadership, Legal &
Regulatory, Environmental Sustainability
Relevant experience
• 26 years of experience in Telenor Group across Europe and Asia
in the area of operational development, merger and acquisition,
public and regulatory affairs (1995-present)
• Board of Directors of several Telenor Group Companies in
Singapore, Bangladesh, Thailand, Myanmar and Malaysia (2011
-present)
• Non-executive Director of the global architect and design company
Snøhetta, headquartered in Oslo, Norway (2020-present)
• Chief Strategy and Transformation Officer at Total Access
Communication Public Company Limited, Thailand, dtac (2019-
2020)
• Senior Vice President, Partner and External Relations Asia for
Telenor Group (2018-2019)
• Acting Executive Vice President and Chief Corporate Affairs Officer
for Telenor Group (July-October 2018)
• Senior Vice President and Head of Group Public and Regulatory
Affairs for Telenor Group (2016-2018)
Committee Chair
74 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Tan Sri Saw Choo Boon Meetings attended Vimala V.R. Menon Meetings attended
Listed entities Other public companies/ non- Listed entities Other public companies/ non-
listed listed
• Wah Seong Corporation Nil • Jardine Cycle & Carriage Nil
Berhad Limited
Yasmin binti Aladad Khan Meetings attended Lars Erik Tellmann Meetings attended
Listed entities Other public companies/ non- Listed entities Other public companies/ non-
listed listed
Nil Nil • Grameenphone Ltd, Nil
Bangladesh
Area of expertise
Leadership, Commercial Marketing, Environmental Sustainability, Area of expertise
Strategy Development, Human Resource Leadership, Telecommunications, Strategy Development, Accounting
& Finance, General Management, Sustainability, Human Resource,
Relevant experience Commercial Marketing
• Director of DHL’s subsidiaries in Asia Pacific (2003-present)
• Executive Vice President, Commercial, DHL Express, Asia Pacific Relevant experience
(excluding China) (2019-present) • Board of Directors in Carousell in Singapore (2020-present)
• Executive Vice President, Area Director, Emerging Markets and
• Head of Telenor Financial Services in Singapore, Telenor Asia Ltd
Commercial, DHL Express, Asia Pacific (excluding China) (2015-
(2019-present)
2019)
• Board of Directors of several Telenor Group Telcom and FinTech
• Senior Vice President, South East Asia and South Asia for DHL
Companies in Bangladesh, Pakistan, Myanmar and Malaysia
Express (2004-2015)
(2011-present)
• Country Manager for DHL Malaysia (2001-2003)
• Country Manager in DHL Singapore (2003-2005) • Senior Vice President and Head of Business Development and
• Chief Operating Officer of GE International Inc, Thailand (1999- Portfolio Management, Telenor Asia Ltd (2018-2019)
2003) • Chief Executive Officer of Telenor Myanmar Ltd (2016-2018)
• Director, Business Development of GE International Inc, Thailand • Chief Financial Officer of Telenor Myanmar Ltd (2013-2016)
and Malaysia (1997-1998)
• Vice President, Corporate and Investment Banking at JP Morgan Academic/ professional qualification/ membership
Chase (1986-1996) • Master in Business Administration (MBA) from Heriot-Watt
• Credit Analyst, JP Morgan Chase (1983-1985) University, Edinburgh
• Master of Science in Business (M.Sc./ Siviløkonom) degree from
Academic/ professional qualification/ membership
NORD University in Norway
• Master of Business Administration from Aston University
• Member of the Advisory Board of Singapore Management
University
76 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Wenche Marie Agerup Meetings attended Randi Wiese Heirung Meetings attended
Listed entities Other public companies/ non- Listed entities Other public companies/ non-
listed listed
• TGS ASA Nil Nil Nil
Legal & Regulatory, Strategy Development, Environmental Telecommunications, Leadership, Strategy Development, Accounting
Sustainability, Human Resource, Leadership & Finance, Legal & Regulatory
• Senior Vice President and Head of Board Governance and Support • Director of Digi Telecommunications Sdn Bhd (2020-present)
for Telenor Asia (2020-present) • Senior Business Manager in Telenor Group responsible for
• Director of Digi Telecommunications Sdn Bhd (2020-present) financial and operational follow up of Thailand and Malaysia
• Board members for several international companies listed in entities (2019-present)
Norway in the oil and energy industry (Equinor ASA 2015-2020, • Project Manager, Telenor Group spectrum acquisition (2015-2019)
TGS ASA 2015-present) • Project Manager, Norwegian telecom regulator, spectrum auctions
• Executive Vice President, Corporate Affairs and General Counsel in (2013-2015)
Telenor (2015-2018) • Head of Section, Danish telecom regulator (2010-2013)
• Various senior roles as plant manager, Head of Corporate M&A,
Project Director and Executive Vice President and General Counsel Academic/ professional qualification/ membership
in Hydro ASA, Norwegian conglomerate (1998-2015) • Master of Economics from University of Copenhagen in addition
• Legal Counsel in Hafslund Nycomed ASA (1993-1997) to specialisation within Telecommunication Economics and
Auction Theory
Academic/ professional qualification/ membership • Bachelor of Economics, University of Copenhagen
• Master of Business Administration from Babson College, USA
• Master’s degree in Law from University of Oslo
Management Profiles
01
Albern Murty
Malaysian | Male | 48
Career history
• Held multiple roles in Digi, including
Product Management and Product
Development, Head of Strategy and New
Business, Chief Marketing Officer and
Chief Operating Officer
• Held business and commercial
management roles in Lucent
Technologies across the Asian region
02
Inger Gløersen Folkeson
Norwegian | Female | 39
Career history
• Held multiple roles in Telenor Group’s
adjacent and non-telco assets globally,
namely Chief Financial Officer in Norkring
AS (part of Telenor Broadcast Holding),
Telenor Digital Businesses, and Telenor
Group Holdings
Full profiles of the Management Team are available at our website at www.digi.com.my/about-us/management-team
78 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Management Profiles
03 05 07
Praveen Rajan Cheng Weng Hong Elisabeth Melander Stene
Malaysian | Male | 42 Malaysian | Male | 42 Norwegian | Female | 55
Chief Marketing Officer Chief Sales Officer Chief Human Resource Officer
Year of appointment : 2020 Year of appointment : 2020 Year of appointment : 2018
04 06 08
Eugene Teh Kesavan Sivabalan Joachim Rajaram
Malaysian | Male | 46 Malaysian | Male | 52 Malaysian | Male | 44
Chief Business Officer Chief Technology Officer Chief Corporate Affairs Officer
Year of appointment : 2018 Year of appointment : 2017 Year of appointment : 2018
Board of Directors (the Board) sets and steers the direction of Digi Group (Digi and its subsidiaries) and brings independent, informed
and effective judgement on material decisions reserved for the Board. The Board also ensures that strategy, risk, performance and
sustainable development considerations are effectively integrated and appropriately balanced. Recognising the importance of good
corporate governance, the Board is committed to uphold high standards of business integrity and ethics and has worked with the
management to maintain these standards throughout the course of the year. For a fair view of the Board’s priorities and the Company’s
corporate governance practices in 2020, this statement is to be read together with the Corporate Governance Report (CG Report). The
CG Report elaborates on the Company’s application of each Principle of the Malaysian Code of Corporate Governance 2017 (MCCG
2017) for the financial year under review.
Digi has applied all applicable Practices set out in the MCCG for the financial year ended 31 December 2020 save for:
At least half of the board comprises independent directors. For Large Companies, the board comprises a
Practice 4.1
majority independent directors.
The board discloses on a named basis the top five senior management’s remuneration component including
Practice 7.2
salary, bonus, benefits in-kind and other emoluments in bands of RM50,000.
In line with the latitude provided in the application mechanism of the MCCG and the widely held notion that there is no “one-size fits
all” modality in applying corporate governance practices, Digi has provided clear and forthcoming explanations for departures from the
Practices in the MCCG. The explanations provided on the departures are supplemented with an articulation on the alternative measures
that are in place to achieve the Intended Outcome of the departed Practices. Further details on Digi’s application of each individual
Practice of the MCCG are available on the CG Report which is available on Digi’s website as well as via the announcement on the portal
of Bursa Malaysia Securities Berhad (Bursa Securities).
In light of the Board’s oversight responsibilities and as a matter of good corporate governance, the Board has worked closely with
the Management to develop the Covid-19 response plan including the development of Business Continuity Plan (BCP), continuous
evaluation on the potential disruptions to operations and business relationships, sustaining an open dialogue with Management on both
the business risks and workplace health and safety issues, and reassessing long-term corporate strategy.
All Board meetings and communications are held through video conferencing during the Movement Control Order.
The Board is pleased to report to its shareholders that to the best of its knowledge, Digi has complied with and shall remain committed
to attaining the highest possible standards of corporate governance through the continuous adoption of the principles and best practices
of the MCCG 2017, and all other applicable laws. The status of the Company’s application is reported in our CG report.
80 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Governance Structure
STAKEHOLDERS
BOARD OF DIRECTORS
Delegation of Authority
Responsible Business
DIGI MANAGEMENT TEAM (DMT)
Working Committee
The Board is dedicated to enhancing Digi’s corporate governance The Board believes that upholding high standards of corporate
practices which has shaped the way Digi operates. The Board ethics is key to long-term value creation and will contribute directly
believes in a structured governance to identify and manage Digi’s to improved business performance. The Board has zero tolerance
business systematically to address risks and maximise the positive for corruption and Digi Group’s corporate values and ethical
impact to the business, whilst conforming to global sustainability standards represent an important foundation for implementing our
standards. Digi’s approach is one of continuous improvement. governance framework.
Digi’s culture is defined through the Digi Way of Work, the Code Digi’s efforts have positioned the Company amongst the Top
of Conduct (the Code), Whistle Blowing Policy and Manual, ASEAN Public Listed Companies in terms of corporate governance
Anti-Corruption Policy, No Gift Policy, and Health, Safety and effectiveness, and quality of disclosure has instilled investors’
Environmental (HSE) Policy. These policies are accessible in confidence in Digi.
Digi’s website at https://www.digi.com.my/about-us/governance.
Various activities are conducted to increase awareness amongst These continuous efforts are reflected through Digi’s achievement
employees, essential to instill a compliance culture within Digi’s as the winner of the Excellence award for Long Term Value Creation
Group. Digi is committed to the highest standards of transparency for ASEAN and domestic level, a significant recognition by the
and to be accountable for the impact on the operations, products MSWG-ASEAN Corporate Governance Scorecards Award 2019.
and services, and environmental footprint of the value chain Digi
operates in.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 81
How Sustainability is embedded in the Governance Structure Digi Sustainability Governance Framework
Sustainability matters in Digi are addressed as part of Digi’s overall Digi Board of Directors
Responsible Business (RB) strategic pillar. The RB covers material • Oversee Digi’s Responsible
issues relating to Environmental, Social and Governance (ESG); Business Focus and
Performance
Sustainability; Compliance and Labour Law; Data Protection;
Cybersecurity; Supply Chain and Health and Safety; Diversity
and Inclusion. These are governed across different leadership Quarterly Reporting
On-going Reporting
Sustainability, Compliance,
Human Resource, Supply
Chain Sustainability and
Health & Safety, Privacy and
Security departments
• Day-to-day management
of responsible business
principles, risks and issues
• Ensure compliance of relevant
responsible business-related
policies and principles
82 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi’s Board has the appropriate balance of knowledge, skills, experience, diversity and independence to objectively and effectively
discharge their governance role and responsibilities.
The diversity in its membership creates value by promoting better decision-making and effective governance and the Board has escalated
its efforts to establish a diverse Board with a variety of skills, experience, age, cultural background and gender. Similarly, the Board is
committed to developing a corporate culture that embraces all aspects of diversity and inclusion practices in the Group. The Board of
Digi is guided by its Board Diversity Policy and accessible in Digi’s website at https://digi.listedcompany.com/corporate_governance.html
3
15%
Independent 43%
Non-Executive Directors
14%
4 Non-Independent
Non-Executive Directors
57% 57% 14%
14%
15%
Human Resources
Finance/Accounting
Strategy Development
1.0 Commercial/Marketing
14%
29% Legal and Regulatory
Telecommunication
14%
0 Leadership
35 - 40 years 45 - 50 years <1Y 1-2Y 3-4Y 5-6Y 7-8Y >9Y
55 - 60 years 61 - 65 years 0 20 40 60 80 100
66 - 70 years 71 - 75 years
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 83
Non-Executive Directors
Board Access to Management, Company Secretary,
• Contribute to developing Digi’s strategies
Information and External Experts
• Scrutinise and constructively challenge the performance of
Management in the execution of Digi’s strategies
The Board has direct access to the Management Team to arrive
at informed decisions with unrestricted and immediate access to
Senior Independent Non-Executive Director (Sr INED)
information relating to Digi’s business affairs.
• Provides a sounding board to the Chair and appraises his
performance
The Board also has full access to the qualified Company
• Acts as intermediary for other Directors, if needed
Secretaries, who are equipped with the skills and expertise to
• Responds to shareholders’ concerns as and when other
provide comprehensive support, appropriate governance and
channels are exhausted
advice, to ensure adherence to corporate governance issues
and compliance with relevant policies and procedures, and laws
and regulatory requirements, in addition to corporate secretarial
matters.
84 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Meeting materials are provided to the Board and Board Committees via a secured electronic Board portal at least seven (7) days prior
to the meetings to accord the Directors’ sufficient time to assess and review the proposals or information. Materials are disseminated
digitally and instantly.
Other than the aforesaid internal resources, the Board and Board Committees have at their disposal access to external information and
expert advice by engaging independent external experts at the expense of the Company, if they deem it necessary in facilitating the
performance of their duties.
Detailed description of these roles can be found on the Board Charter inclusive of the TOR of the Board Committees online at
https://digi.listedcompany.com/corporate_governance.html
Board Meetings
The Board held eight (8) meetings during the year. Members of the Management Team were invited, when appropriate to attend Board
meetings. The CEO and Chief Financial Officer attended all Board meetings.
Board Meetings
Directors
Attendance %
Haakon Bruaset Kjoel (Chair of the Board) 8/8 100.0
Tan Sri Saw Choo Boon 8/8 100.0
Yasmin Binti Aladad Khan 8/8 100.0
Vimala V.R. Menon 8/8 100.0
Lars Erik Tellmann 7/8 87.5
Wenche Marie Agerup 1
3/3 100.0
Randi Wiese Heirung 1
3/3 100.0
Anne Karin Kvam 2
4/5 80.0
Torstein Pedersen 2
5/5 100.0
Notes:
1 Appointed as Director on 15 October 2020
2 Resigned as Director on 15 October 2020
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 85
Board Activities
During the financial year 2020, the Board focused on a number of specific areas in line with Digi’s strategic goals and principal risks as
outlined below:
• Reviewed and approved Digi’s Group Strategy plan, ambition • Approved the Quarterly Digi’s Group performance
and targets • Approved the Quarterly Financial Results
• Oversaw the implementation of Digi’s Group strategic and • Approved the Quarterly Interim Dividend and solvency position
business plan through quarterly updates with the CEO • Approved the Audited Financial Statements for Financial Year
• Reviewed and discussed on Group Corporate structure Ended 31 December 2019
• Reviewed and approved Digi’s Group ambitions and targets
• Reviewed and approved Digi’s Group Capital expenditure
• Digi’s risk assessment encompassing financial and non- • Approved the 2019 Integrated Annual Report Statements
financial aspects • Approved the CG Report to Bursa Securities
• Implementation of appropriate internal controls and mitigation • Recommended the draft Circular to shareholders in relation to
measures the Proposed Renewal Shareholders’ Mandate for Recurrent
• Received the Quarterly Enterprise Risk and Opportunities Related Party Transactions of a Revenue or Trading nature for
status update shareholders’ approval
• Risk oversight on Management’s implementation of risk • Approved Board and Board Committee restructuring
management policies and procedures • Approved the remuneration package of the CEO and renewal of
• Approved the Internal Audit Plan 2020 CEO’s contract
• Received the Audit Status Report • Established and identified the Succession Plans for
Management Team
• Analysed the Performance Evaluation for Board and Board
Committee members
• Approved Digi’s Code and implementation of Governance
Work Programme 2020 changes to Digi Policies
• Received Digi’s Anti-Corruption and compliance updates
• Approved Digi’s Board Calendar and Meeting plans 2021
• Reviewed and approved Digi’s CEO Short-Term Incentive 2019
payout and Scorecard
• Reviewed and approved the Board Committees’ TOR
• Recommended the payment of Directors’ fees and benefits
payable to Independent Non-Executive Director for
shareholders’ approval
• Approved to convene the 23rd Virtual Annual General Meeting
(AGM)
• Recommended the Directors standing for re-election at the
AGM
• Reviewed the tenure of Directors
• Recommended the retention of Sr INED for shareholders’
approval
86 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi practices a transparent and rigorous process on the appointment of new Directors. The Board composition is consistently reviewed
to identify and bridge any gap in the Board’s functional knowledge and competencies by bringing in new directors with the required
experience, knowledge and expertise to meet the current and future needs of the Company.
In designing the Board’s composition, Board diversity is considered from a number of aspects, including but not limited to gender, age,
cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments
are based on meritocracy, and candidates considered against objective criteria, having due regard for the benefits of diversity on the Board.
During the year under review, Digi had engaged a professional recruiting firm and considered recommendations from the Board members
to assist in the search for a new Independent Director based on the identified selection criteria approved by the NC. The NC shortlisted
several candidates for engagement sessions to review the suitability of the candidate prior to recommending to the Board for approval.
Recommendation for
Induction Board Approval Review by NC
Board Approval
Article 98(A) of the Company’s Memorandum and Articles of Association (M&A) provides that one-third (1/3) of the remaining Directors
are required to retire by rotation and all Directors must submit themselves for re-election at the AGM at least once in every three (3) years.
Article 98(E) of the Company’s Constitution provides that any new Director appointed by the Board during the year is required to stand
for re-election at Digi’s next AGM.
Upon the Board’s endorsement on 12 March 2021, the following Directors to be considered for re-election pursuant to Article 98(A) and
98(E) of the Company’s M&A at the Twenty-Fourth (24th) AGM and they have given their consent for re-election. The re-election of each
Director will be voted as a separate resolution during the 24th AGM.
Article 98(A) Tan Sri Saw Choo Boon | Yasmin Binti Aladad Khan
As at the date of this report, none of the Independent Directors has served the Board for more than nine (9) years except for Tan Sri Saw
Choon Boon. At the last AGM held on 1 June 2020, the shareholders have approved for Tan Sri Saw Choo Boon, who has reached a
cumulative term of nine (9) years as a Senior Independent Non-Executive Director (Sr INED) of the Company, to continue in office until
the conclusion of the next AGM. However, Tan Sri Saw Choo Boon had on 10 February 2021 notified of his intention to retire and will not
seek for re-election upon the conclusion of the 24th AGM scheduled to be held on 18 May 2021.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 87
Board Performance Evaluation Based on the 2020 Board evaluation findings, the Board is
satisfied and acknowledged that the Board has continued to
Every year, under the purview of the Nomination Committee, carry their duties well and amicably with most areas rated in the
the Board performance evaluation is undertaken to assess the range of “4” (Good/Competent) to “5” (Strong/Outstanding). The
effectiveness of the following: respective Board Committees had performed their responsibilities
diligently and efficiently. The Board evaluation also assesses the
effectiveness of the Board Committee, particularly in the elements
The Board as a Contribution of Independence on function, composition, skills & competencies, meeting
whole and the each Individual of Independent administration and conduct.
Board Committee Director Director
2021 Priorities
Based on the 2020 results and moving forward, the Board continues to navigate a complex, unsettling environment following a year
of geopolitical turmoil, social unrest, economic volatility and the ongoing Covid-19 pandemic. The Board has identified the following
priorities for 2021:
The Board evaluation questionnaires towards an effective Board covers the following parameters:
• Business Strategy governance and • Diversity • Board focus, agenda and frequency
implementation • Members competency of meetings
• Risk Management and Internal • Board and Committee composition • Sufficient information availability on
Control timely basis
• Company’s value creation • Relationship with Management
(1) Summary of Strengths and Challenges (2) Areas of Improvement (3) Professional Development
# More information on the Board Performance Evaluation process can be found in the Corporate Governance Report on our website at www.digi.com.my/annualreport
88 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
An induction programme is conducted for newly appointed Directors via a briefing session by the Management Team to provide the
necessary information and to assist them in understanding the operations of Digi Group, current issues and corporate strategies. All new
Directors have completed the Mandatory Accreditation Programme (MAP).
All Directors are encouraged to attend continuous education programmes, talks, seminars, workshops and conferences to enhance their
skills and knowledge and to ensure that they are kept abreast with the new developments in the business environment and corporate
governance.
Despite the Covid-19 pandemic, all Directors ensured continuous participation in virtual trainings and development programmes. Details
of the trainings and programmes attended by the Directors during the financial year were outlined below:
The NC consists of a majority of Independent Non-Executive Directors in compliance with the requirement of the Main Market Listing
Requirements (MMLR) of Bursa Securities, which provides that the NC must comprise exclusively Non-Executive Directors, a majority
of whom must be Independent. The composition also observed the MCCG 2017 where the NC is chaired by a Senior Independent Non-
Executive Director.
• Annual assessment and review of composition of Board and • Assessed the independence and time commitment of each
Board Committees Independent Director
• Facilitated the 2020 Board evaluation and validated the results • Conducted annual review on the NC Terms of Reference and
thereof Board Diversity Policy
• Reviewed the tenure of Independent Directors • Reviewed Performance Planning and Key Performance
• Reviewed the Directors’ training requirements Indicators for CEO
• Reviewed the Board’s Skills and Experience Matrix • Assessed and recommended to the Board on the re-election.
• Recommended the appointment of Non-Independent Directors • Reviewed the NC Report for inclusion in the 2019 Integrated
• Conducted induction programmes for newly appointed Directors Annual Report
assisted by the Company Secretary
The Chair of NC updated the Board on matters of major importance deliberated at the NC meetings and its recommendations. The
copies of confirmed minutes of each NC meeting were also circulated to the Board for notation. Among the key matters considered by
the NC during 2020 were the following:
Proposed Succession Reviewed the proposed The list of successors approved were considered as part of the
Planning for Management succession plan for selection process for the Management Team:
Team Management Team, taking into
consideration the criteria and • Praveen Rajan was redesignated as Chief Digital Officer to
skill sets of the successors and Chief Marketing Officer w.e.f. 14 September 2020
their readiness level
• Cheng Weng Hong was appointed as Chief Sales Officer
w.e.f. 14 September 2020
• To undertake the necessary changes to the composition of the Board and its Committees, following retirements and resignation as
the same arises from time to time
• To review Management Team succession planning
• To monitor follow up actions based on the Board performance evaluation findings
90 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The RC comprises all Non-Executive Directors who oversee the implementation of the remuneration policy and structure, and reviews
and recommends matters relating to the remuneration for Directors and Management to the Board.
• Discussed the proposed fee and benefits payable for the Independent Non-Executive Directors
• Conducted annual review on Terms of Reference and Non-Executive Directors’ Remuneration Policy
• Recommended the proposed remuneration package of the CEO
• Recommended the CEO’s Short-Term Incentive 2020 payout and scorecard
Directors’ Remuneration
The Board had revised the remuneration structure in 2020, following a benchmarking exercise conducted in 2019 by AON Hewitt on the
remuneration packages including benefits payable to the Independent Non-Executive Directors.
Each of the Independent Directors abstains from deliberating and voting on his or her own remuneration. The Non-Independent Non-
Executive Directors receive their remuneration from their employing companies within the Telenor Group and do not receive any form of
remuneration from Digi.
The remuneration packages for Management Team are set based on industry standards, reflecting the senior management’s roles,
responsibilities, level of skills and experience, and motivates performance. The reward matrix is assessed based on the Company’s
performance indicators for all strategic pillars.
• To review and propose fee and benefits payable for the Independent Non-Executive Directors
• To review and propose the remuneration package of the CEO
• To review and propose the CEO’s Short-Term Incentive 2021 payout and scorecard
# Please refer to our website at https://digi.listedcompany.com/corporate_governance.html for the Non-Executive Directors’ Remuneration Policy, and Remuneration Policy and
Procedure for Senior Management
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 91
In line with the requirements of Paragraph 15.09(1)(a) and (b) of the MMLR, the composition of the Audit and Risk Committee (ARC) and
attendance of each member at the ARC meetings are as follows:
Full Profile
Name Meetings attended
on page
Vimala V.R. Menon (Chair) 5/5 74
The ARC held five (5) meetings during the financial year ended 31 December 2020.
Vimala V.R. Menon is a Fellow of the Institute of Chartered Accountants in England and Wales, and a member of the Malaysian Institute of
Accountants. The ARC, therefore, meets the requirement of Paragraph 15.09(1)(c)(i) of the MMLR, which requires at least one (1) member
of the ARC to be a qualified accountant.
The duties and responsibilities of the ARC are set out in its Terms of Reference which is accessible in the Corporate Governance section
of Digi’s website at https://digi.listedcompany.com/corporate_governance.html
The Chief Executive Officer, Chief Financial Officer and Head of Internal Audit attend the ARC meetings as permanent invitees. The Chair
of the ARC may also invite other Board members and/or Management to participate in the meetings, when necessary.
The external auditors were invited to the ARC meetings to present their annual audit plan and discuss the quarterly unaudited financial
results and annual audited financial statements, as well as other matters deemed relevant. Both the internal and external auditors have
unfettered access to members of the ARC including the Chair of ARC, throughout the year.
All deliberations during the ARC meetings, including the issues tabled and rationale adopted for decisions were properly recorded.
Minutes of the ARC meetings were tabled for confirmation at the following ARC meeting and subsequently presented to the Board for
notation. The Chair of the ARC reported to the Board on the activities and significant matters discussed at each ARC meeting.
The ARC carried out the following major activities during the year:
(a) Reviewed Digi’s top risk profiles and deliberated on the significant threats and opportunities on a quarterly basis, including progress
and adequacy of mitigation strategies.
(b) Discussed improvements to the Enterprise Risk Management process to ensure proactive and holistic risk identification and
monitoring of mitigation actions to reduce risk impact to an acceptable level.
92 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
(c) Evaluated the overall adequacy and effectiveness of internal Compliance Programme
controls through review of the work performed by both internal
and external auditors, other assurance providers within Digi, (a) Monitored Compliance incidents reported by the Management
and discussions with Management. and the recommended remedial actions for implementation
by the Management to the ARC.
Internal Audit (b) Reviewed the annual Compliance Risk Assessment exercise
which includes anti-corruption and the recommended
(a) Deliberated and provided input to the risk-based Internal mitigation steps and controls to be monitored for
Audit Plan to ensure adequate scope and coverage of Digi’s implementation in 2021 by the Management.
activities, prior to recommending to the Board for approval. (c) Reviewed Company policies under the Governance Work
Monitored the progress of the approved Internal Audit Plan Programme 2020 for implementation by Management.
and approved changes to the Internal Audit Plan due to (d) Reviewed and endorsed the implementation of the Adequate
changes in business and/or risk environment. procedures requirements pursuant to the Guidelines on
(b) Reviewed and deliberated on internal audit reports, audit Adequate Procedures issued by the Prime Minister’s
recommendations and adequacy of Management’s response Department. This is in line with the enforcement of Corporate
to these recommendations. Significant issues were discussed Liability in accordance with Section 17A of the Malaysian
at length with the presence of relevant Management team Anti-Corruption Commission Act 2009 (MACC Act 2009),
members to ensure satisfactory and timely remediation which took effect on 1 June 2020.
actions have been committed by Management to address (e) Reviewed the Compliance awareness plans for Digi
identified risks. employees and business partners.
(c) Monitored the implementation of action plans agreed by
Management on outstanding audit findings on a quarterly Financial Reporting
basis to ensure that all actions have been implemented in the
related areas based on the committed timelines. (a) Reviewed Digi’s unaudited quarterly financial results
(d) Provided guidance on ad hoc matters arising from on-going and audited annual financial statements, and related
internal audit activities. announcements, before recommending them for the Board’s
(e) Reviewed the effectiveness of the Internal Audit function approval, including:
through evaluation of its performance and competency, and (i) Deliberation on significant audit and accounting
monitoring the sufficiency of resources and costs, to ensure matters highlighted, comprising Management’s
that it has the required expertise to discharge its duties. judgments, estimates or assessments made and
(f) Reviewed and approved updates to the Internal Audit Charter. sufficiency of disclosures in the financial statements; and
(g) Reviewed and deliberated on investigation findings and (ii) Discussion of significant financial matters at length to
Management recommendations on remedial actions covering ensure compliance with internal accounting policies
disciplinary and/or corrective actions. Extensive discussions and Malaysian Financial Reporting Standards (MFRS),
were conducted with the Management on the root cause focusing on MFRS 16.
of the incidents and risk exposure before the said remedial
actions were endorsed. Periodic updates are furnished to External Audit
the ARC to ensure adequate and timely closure of remedial
actions. (a) Reviewed the scope of work of the external auditors
(h) The ARC reviewed the results of an independent Quality confirming their independence and objectivity.
Assurance Review carried out in October 2020 by an (b) Reviewed external auditors’ Management Letter together
external party to benchmark the Internal Audit’s activities with Management’s responses, to ensure that appropriate
against International Standards for the Professional Practice actions have been taken.
of Internal Auditing promulgated by the Institute of Internal (c) Monitored on a quarterly basis, all non-audit services and fees
Auditors. The Internal Audit achieved a ‘Generally Conform’ incurred in which the external auditors were engaged, taking
rating, the highest rating possible for the exercise indicating a into account external auditors’ independence and objectivity.
satisfactory level of compliance with the Standards. The amount incurred by Digi and on group basis in respect
of audit fees and non-audit related fees for services rendered
by the external auditors is disclosed in Note 7 to the financial
statements and in the Additional Compliance Information in
this Integrated Annual Report.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 93
(d) Met privately with the external auditors at the ARC meetings banking and insurance; eight (8) years of project management
held on 22 January 2020 and 15 October 2020 to ensure experience and two years in a regulatory role. She holds a
there were no restrictions to the scope of their audit and to Bachelor of Business (Accountancy) degree from RMIT University
discuss significant matters that arose during the course of and is a member of the Malaysian Institute of Accountants. To
audit. further preserve the independence of the Internal Audit function,
(e) Evaluated the performance of the external auditors and made the performance of the Head of Internal Audit is appraised by the
recommendations to the Board on their re-appointment, Chair of the ARC.
subject to the approval of Digi’s shareholders at the AGM.
The Internal Audit function is guided by the provisions of its
Related Party Transactions Internal Audit Charter, which is reviewed and approved by the
ARC annually. The internal audit function’s activities conform to
(a) Reviewed the annual mandate compiled for recurrent related the Institute of Internal Auditors International Standards for the
party transactions. Professional Practice of Internal Auditing, set forth by the Institute
(b) Reviewed related party transactions as disclosed in the of Internal Auditors.
financial statements and performed quarterly monitoring
of the mandate for recurrent related party transactions to The Head of the Internal Audit, reporting directly to the ARC, is
ensure compliance with the MMLR and Digi’s policies and responsible for enhancing the quality assurance and improvement
procedures. programme of the internal audit function. Its effectiveness is
(c) Reviewed and deliberated on any new related party monitored through continuous internal and external quality
transactions to ensure that the terms and conditions of the assessments and the results are presented to the ARC. The
transactions are commercially based and at arm’s length. internal assessment is performed annually while the external
assessment by a certified body is conducted once every 5 years.
Other Activities The last external assessment was conducted in October 2020,
and was performed by a qualified, independent assessor.
(a) Reviewed and recommended to the Board; the ARC Report,
Corporate Governance Overview Statement, Corporate The Internal Audit Department executed a total of 14 reviews
Governance Report, and Statement on Risk Management during the year, including advisory services. The reviews covered
and Internal Control, for inclusion into the Integrated Annual business priority and key risk areas, focusing on the efficiency
Report. and effectiveness of governance and controls within customer
(b) Reviewed the proposed dividend payout on a quarterly basis, service operations, management of site rental and test lines,
taking into consideration the cash flow requirements before employee and contract staff claims, telco inventory management,
recommending for the Board’s approval. sourcing processes, as well as privacy compliance. The Internal
Audit Department had also conducted internal investigations into
Internal Audit Function allegations of misconduct or breach of the Code of Conduct by
employees.
The Internal Audit Department reports functionally to the ARC,
to ensure impartiality and independence in executing its role. Internal Audit staff performed an annual declaration on their
Its’ primary responsibility is to provide risk-based and objective adherence to the Code of Ethics, and that they are free from
assurance, advice and insight to the Board and Management on any relationships or conflict of interest, which could impair their
Digi’s internal control, risk management and governance system. objectivity and independence. Any non-conformance and/or
conflict of interest will be reported to either the Head of Internal
The Internal Audit Department comprises seven (7) members, Audit or to the Chair of ARC. The total costs incurred for the
led by Serena Chin, who has 14 years of experience in auditing Internal Audit Department in respect of the financial year ended 31
various industries such as property development, capital markets, December 2020 amounted to RM1.5 million (2019: RM1.8 million).
# Details of the Risk Management and Internal Control Framework are set out in the
Statement on Risk Management and Internal Control of this Integrated Annual Report
94 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Principle C – Integrity in Corporate Reporting and The notice of the upcoming AGM, which is scheduled to be held
Meaningful Relationship with Stakeholders on 18 May 2021, has been made available to shareholders for not
less than twenty-eight (28) days prior to the meeting in order to
Our Approach accord shareholders with sufficient time to review the Company’s
financial and operational performance as well as the resolutions
As a public listed company, Digi believes in building trust-based that are to be tabled during the 24th AGM.
relationships to enable growth while fulfilling its obligation to
provide credible and timely information to all stakeholder groups. The extended notice period is also intended to enable shareholders
This is supported by Digi’s Financial Disclosure Policy and to make the necessary arrangements to attend the 24th AGM. Digi
Corporate Communication Policy which outlined a comprehensive will leverage on digital and video conferencing tools to conduct the
approach to deliver open and clear communication in line with upcoming 24th AGM virtually. These technologies will also be critical
Bursa Securities’ Market Listing Rules and Regulation. to facilitate voting in absentia and remote shareholders’ participation
given the current circumstances of pandemic Covid-19 pandemic.
Digi’s strong commitment in delivering effective stakeholder
engagement is reinforced by the stakeholder-focused mindset 2020 Investor Calendar
across the organisation as the Company recognises Digi’s success
and ability to deliver growth depends much on the support of all Digi’s engagements have become more significant than ever, amid
stakeholders. The details of all efforts can be found in the Key the ongoing health crisis as Digi is dedicated to help manage
Relationships write-up under Section 3: Strategic Review on the uncertainty and discuss the Company’s developments in
pages 29 to 33 of this report. navigating through an unprecedented time. For the year under
review, all Investor Relations activities were conducted virtually
Investor Relations while enabling the investment community sufficient access to Digi
Management Team through virtual events.
In Digi, the Investor Relations team believes it is a business
imperative to address expectations from diverse stakeholder With the utilisation of digital and video conferencing tools, the Team
groups with varying views of value creation. They actively engage successfully organised five (5) investor briefings, three (3) non-deal
with Digi’s shareholders, analysts, and investors through a wide roadshows, and over forty (40) thematic meetings. Digi has also
range of communication channels. They have also developed participated in three (3) regional investor conferences and nine (9)
a dedicated section on Digi’s corporate website for Investor expert forums. The full investor calendar was illustrated below.
Relations: https://digi.listedcompany.com/ which includes all
material information for the investment community.
22
jan 4Q 2019 Earning Call
The Investor Relations team welcome all investors’ questions/ 2020
queries which can be made via mail to the corporate office address
as stated at the back cover of this report, or via electronic mail at
[email protected] 02
mar Non-Deal Roadshow, Kuala Lumpur
2020
Conduct of General Meetings
01
jun 23rd AGM
2020
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 95
14
jul 2Q 2020 Earning Call
Key topics raised Our responses
2020 Market competition • Launched affordable hourly, daily,
weekly and monthly internet passes,
enriched with high-speed network
06
aug Virtual Non-Deal Roadshow with JP Morgan connectivity
2020 • Continued Digi’s focus to provide
customers with compelling product
19
aug Virtual Non-Deal Roadshow with Nomura
propositions and
customer experiences
differentiated
2020
Strategy to ensure • Strengthened sustainable revenue
26
aug Virtual Analyst Day - Update on Technology
sustained financial
growth
portfolio mix with increased internet
and digital contribution to reduce
2020
reliance from traditional revenues
• Delivered cost savings led by cost
16
oct 3Q 2020 Earning Call
optimisation efforts and efficient bad
debt risk management
2020
In the various engagement sessions with the investment Network quality • Ensured high availability of reliable
community, key topics commonly raised were summarised as network services at critical and high
follows: demand locations
• Implemented traffic management
Key topics raised Our responses and dynamic network optimisation to
cater for rising traffic demand
Impact of Covid-19 • Ensured business continuity through • Rated as the fastest and most
adherence to strict operational consistent network nationwide
Standard of Procedures and facilitated by Ookla as a testament of Digi’s
work from home arrangements commitment to maximise best
• Demonstrated Digi’s ability to shift to internet experience
online channels
• Supported society recovery through Regulatory • Committed to deliver widespread
a range of innovative products and development with high-speed 4G mobile services,
services regards to Jendela improve in-door coverage for urban
• Discussed Digi’s recovery plans and and 5G and suburban areas
impacts on revenue generation and • Build 5G-ready network and grow
profitability 5G ecosystem via a collaborative
approach with industry players and
vertical partners
96 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
# More information on Digi’s principles and practices for corporate governance can
be found at the Governance section at https://digi.listedcompany.com/corporate_
governance.html
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 97
Digi Board of Directors (Board) is pleased to provide the following statement that has been prepared in accordance with the Statement on
Risk Management and Internal Control: Guidelines for Directors of Listed Issuers endorsed by Bursa Securities. The Statement outlines
the nature and scope of risk management and internal control within Digi during the financial year under review.
RESPONSIBILITIES AND ACCOUNTABILITIES by identifying and evaluating risks faced and monitoring the
achievement of business goals and objectives within the risk
The Board acknowledges its responsibility for the establishment appetite parameters.
as well as oversight of Digi’s risk management framework and
internal control systems. The risk management framework and RISK MANAGEMENT
internal control systems are designed to identify, assess and
manage risks that may impede the achievement of business Digi’s risk management framework provides the foundation and
objectives and strategies. The Board also acknowledges that the process on how risks are managed across Digi. Our process is
internal control systems are designed to manage and minimise, broadly based on ISO 31000:2018.
rather than eliminate, occurrences of material misstatement,
financial losses or fraud. Risk management responsibilities in Digi are defined in the framework
where Risk Management function is responsible to implement the
The Board, through the Audit and Risk Committee (ARC) enterprise risk management process.
periodically reviews the effectiveness and adequacy of the risk
management framework and internal controls by identifying, Digi’s Management Team (Management)’s key role is to identify
assessing, monitoring and reporting key business risks with the significant threats and opportunities, evaluate the risk profile and
objective to safeguard shareholders’ investments and Digi’s assets. drive mitigation strategies on a regular basis. All line managers are
required to assume responsibility for risk management within their
Management is responsible for implementing Board approved areas of responsibility and ensure that risk management is embedded
policies and procedures on risk management and internal controls in the day-to-day business and decision-making processes.
The diagram below illustrates the roles and responsibilities of risk management practices across Digi.
External Assurance by
Board of Directors & Board Committee Fourth Line of Defence
• Regulators or agencies
Digi Management Team compliance checks via
independent assurance
engagements performed by
external auditors
MANAGE by First Line of Defence oversee by Second Line of Defence ASSURANCE by Third Line of Defence
• Business/function owners who • General functions oversee & • Internal audit provides independent
own & manage risks report on risks assurance
• Advisor to first line • Advisory role to improve processes
Digi’s risks are identified based on risk assessments performed relative to the organisation’s ambition and objectives from our strategic
planning process. The identified risks are assessed and deliberated by Management and mitigated through strategies which are
monitored for progress to maintain the risk exposure within acceptable level.
As part of risk governance, Management reports Digi’s top enterprise risks to ARC in a risk heat map on a quarterly basis for oversight
and mitigation status. Material risks identified are reported to the Board annually, via the ARC, to ensure the Board is updated on
significant risks and progress of mitigation actions.
To strengthen our risk management framework, we have continuously improved to enhance our risk management practices and increase
the scope across Digi.
Refer to the diagram below for an overview of the risk management framework and processes implemented in Digi:
Bottom-up Divisional/
Operational Risk Identification and
Assignment
Risk Assessment
and Mitigation Plan
Continuous Risk
Monitoring Process
Improvement Responses
Risk
Monitoring
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 99
Risks reported by Management and discussed with ARC and the Board during the financial year are summarised below. As these risks
are still relevant, mitigation responses are in place and continuously monitored to mitigate risk exposures.
Risk on heightened competition level coupled with Risk of interruptions in Digi’s critical service areas
effects of Covid-19 on the economy are challenging during the pandemic outbreak
industry and revenue growth
Employee’s Health and Safety Capital Allocation and Operational Efficiency Risk
Covid related impact on employees health and Failure to optimise capital allocation and
safety, including wellbeing and engagement amidst operational efficiencies on digitisation and network
change in way of work modernisation will impede our competitiveness
Regulatory, Legal and Compliance Risk Data Protection and Risk Management
Risk of cyber-attacks with presence of threat Risk of not fulfilling corporate social responsibility
actors and exploitation activities due to increased to support the community during Covid; and not
digitisation, high internet usage from remote working gaining consumers’ trust and expectations in carbon
during Covid emission, e-waste and climate change threats on
network infrastructure expansion and roll out
Digi is committed to reduce the impact of service disruptions Controls over Financial Reporting
by ensuring infrastructure is protected and services are not
interrupted, thereby enabling continuous services to its customers. The Controls over Financial Reporting (CFR) function plays an
important role in evaluating and improving effectiveness of key
The Cyber Security and Physical Security functions are responsible controls surrounding Digi’s financial reporting process. Its primary
for ensuring confidentiality, integrity and availability of information objective is to provide reasonable assurance regarding the reliability
and information processing facilities, including telecommunication of financial reporting and preparation of financial statements.
systems and infrastructure and to protect against cyber-attacks, Reviews on internal controls over financial reporting is performed
fraudulent activities, information loss and other security risks and in accordance with Digi’s Internal Control over Financial Reporting
threats arising internally and externally. Framework, which requires assessment based on materiality of
significant accounts, and testing and evaluation of the design and
The Fraud Management function manages and mitigates the risk of operational effectiveness of key controls.
relevant fraud and related losses. Some of its key activities involve
developing and designing internal fraud controls which are regularly The function adopts a continuous monitoring routine to follow
reviewed to ensure relevance and effectiveness. Fraud awareness up on unaddressed risks and non-operating controls, including
activities, measures and continuous actions are taken to ensure periodic reporting to Management and the ARC on the status of
telecommunication fraud is minimised and the requirement for controls over the financial reporting processes.
preventive controls are embedded into business processes.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 101
Various committees comprising key Management members have Code of Conduct & Agreement of
been established to assist and support the Board Committees to Responsible Business Conduct
oversee core areas of business operations under their respective
documented mandates. These Management Committees are: The Code of Conduct (the Code) and Agreement of Responsible
Business Conduct (ABC) are a vital and integral part of Digi’s
Vendor and Investment Committee (VIC) governance regime that defines the core principles and ethical
• Governs the approval process regarding material capital standards in conducting business and engagements with all
investments, operating expenditure, vendor evaluation criteria stakeholders, and compliance with relevant laws and regulations.
and vendor selection, in accordance with Digi’s Delegation The Code and ABC apply to members of the Board, employees
Authority Matrix (DAM) and those acting on behalf of Digi. All employees and business
• Occurs bi-weekly or ad hoc sessions where necessary partners are required to confirm that they have read, understood
• Chaired by the Investment Controller with the VIC members and will adhere to the Code and ABC, respectively. The Group has
as assigned / depicted in the Investment approval manual, in established communication channels that allow concerns of non-
accordance with Digi’s DAM to ensure sufficient quorum for all adherence to the Code and ABC to be anonymously reported.
investment approvals
Compliance
Regulatory Steering Committee (RSC)
• Provides direction and makes decisions on regulatory matters The Compliance Officer supports the CEO and the Board in
and/or related topics that have a significant impact to Digi ensuring that:
• Meets monthly • The Code and ABC reflect good business practices and
• Chaired by the CEO with key Management as RSC members relevant laws, regulations and widely recognised treaties
• The Code and ABC are implemented consistently and
Risk Management Forum effectively through sharing of knowledge and measures for
• Forum members consists of Management who meets quarterly quality assurance
• Reviews and deliberates on significant risks (threats and • Compliance incidents are consistently and effectively managed
opportunities) in Digi • Reports on material breaches of the Code and ABC are made
• Makes decisions on the coordinated action plans to mitigate to the Compliance Committee (comprising members of the
risks Management), members of the Board and ARC on a quarterly
basis
Responsible Business Forum (RBF) • Capacity building for Employees, Business Partners,
• Chaired by the CEO, the forum includes the Chief Human Management and Members of the Board and ARC on the
Resource Officer, Chief Technology Officer, Chief Corporate Compliance requirements of the Group on a regular basis
Affairs Officer, and other key Management members • The effectiveness of the Compliance programme is periodically
reviewed and improved
102 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
• Compliance risk assessment is conducted annually with a accordance with the disclosures required by paragraphs 41 and
view to preventing incidents from occurring through effective 42 of the Statement on Risk Management and Internal Control:
remediation and mitigation steps Guidelines, nor is the Statement factually inaccurate.
Management and Board Meetings AAPG 3 does not require the external auditors to consider whether
the Directors’ Statement on Risk Management and Internal
Management meetings are held weekly to identify, discuss, Control covers all risks and controls, or to form an opinion on
approve and resolve strategic, operational, financial and key the adequacy and effectiveness of the Group’s risk management
management issues pertaining to Digi’s day-to-day business. and internal control system including the assessment and opinion
Significant changes in the business and the external environment by the Directors and Management thereon. The report from the
are reported by the Management to the Board on an on-going external auditor was made solely for, and directed solely to the
basis and/or during Board meetings. Board of Directors in connection with their compliance with the
listing requirements of Bursa Securities and for no other purposes.
Internal Audit The external auditors do not assume responsibility to any person
other than the Board of Directors in respect of any aspect of this
The Internal Audit function is established to undertake report.
independent review and assessment on the adequacy, efficiency
and effectiveness of risk management, internal control and CONCLUSION
governance processes implemented by Management. To maintain
its impartiality, proficiency and due professional care, the Internal The Board has received assurance from the CEO and CFO
Audit function reports functionally to the ARC and administratively that Digi’s risk management and internal control framework is
to the CEO. operating adequately and effectively, in all material aspects,
during the financial year under review and up to the date of
The annual audit plan, established using a risk-based approach, this Statement. Taking into consideration the assurance from
is reviewed and approved by the Board annually. Audit reports, Management and relevant assurance providers, the Board is of the
including the audit recommendations, Management responses view that the risk management and internal control practices and
and action plans for improvement and/or rectification are processes are operating adequately and effectively to safeguard
presented and tabled to the ARC on a quarterly basis. The status the stakeholders’ interests, shareholders’ investment, customer’s
of the implementation is monitored by the ARC to ensure that interests, and Digi’s assets.
they are addressed timely. If deemed necessary, management
representative will be required to attend ARC meeting(s) to provide
explanation and propose action plans on the significant audit
findings.
Other Disclosures
The following information is provided in accordance with Paragraph 9.25 of the Main Market Listing Requirements of Bursa Securities
as set out in Appendix 9C thereto.
The disclosure of the recurrent related party transactions conducted during the financial year ended 31 December 2020 is set out in
the Integrated Annual Report on page 187.
The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance with the applicable
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016.
The Directors are also responsible for ensuring that the annual audited financial statements of the Group are prepared with reasonable
accuracy from the accounting records of the Group so as to give a true and fair view of the financial position of the Group as of 31
December 2020 and of their financial performance and cash flows for the year.
In reviewing the annual audited financial statements, the Directors have relied upon the Group’s system of internal controls to provide
reasonable grounds for the Directors to be certain of the Group’s accounting records, as well as other relevant records, have been
maintained by the Group in a manner that enables them to sufficiently conclude on the following:
a. Selected and applied the appropriate and relevant accounting policies on a consistent basis;
b. Made judgements and estimates that are reasonable and prudent; and
c. Prepared the annual audited financial statements on a going concern basis
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group to prevent and detect fraud and other
irregularities.
SECTION 6:
AUDITED FINANCIAL
STATEMENTS
106 Directors’ Report
110 Statement by Directors
110 Statutory Declaration
111 Independent Auditors’ Report
115 Statements of Comprehensive Income
116 Statements of Financial Position
117 Statements of Changes in Equity
118 Statements of Cash Flows
120 Notes to the Financial Statements
106 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors’ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2020.
Principal activities
The principal activity of the Company is investment holding.
The principal activities and other information relating to subsidiaries are disclosed in Note 15 to the financial statements.
Results
Group Company
RM'000 RM'000
Profit for the financial year, attributable to owners of the parent 1,220,969 1,275,791
There were no material transfers to or from reserves or provisions during the financial year, other than as disclosed in the financial
statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
The dividends paid by the Company since the end of the previous financial year were as follows:
RM'000
Directors’ Report
Directors
The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
Directors’ benefits
Neither at the end of the financial year, nor at any time during that financial year, did there subsist any arrangement to which the Company
was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other
body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included
in the aggregate amount of emoluments received or due and receivable by the directors as shown below) by reason of a contract made
by the Company or a related corporation with any director or with a firm of which the director is a member, or with a company in which
the director has a substantial financial interest.
Non-executive:
Fees 897 90
Benefits-in-kind 11 -
908 90
108 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Directors’ Report
Holding companies
The immediate and ultimate holding companies are Telenor Asia Pte Ltd and Telenor ASA, incorporated in Singapore and Norway
respectively. The ultimate holding company is listed on the Oslo Stock Exchange, Norway.
Directors’ interest
According to the register of directors’ shareholdings, the interest of directors in office at the end of the financial year in the shares of the
Company or its related corporations during the financial year were as follows:
Direct interest:
Haakon Bruaset Kjoel 17,022 1,662 - 18,684
Lars Erik Tellmann 24,992 8,777 - 33,769
Randi Wiese Heirung 1,448 - - 1,448
Wenche Marie Agerup 18,156 - - 18,156
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.
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been
made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in
the ordinary course of business had been written down to an amount which they might be expected so to realise.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 109
Directors’ Report
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the allowance for doubtful debts, in the financial statements of the
Group and of the Company, inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the
existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
(ii) any material contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(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.
Significant event
Details of significant event are disclosed in Note 34 to the financial statements.
Auditors
The auditors, Ernst & Young PLT, have expressed their willingness to continue in office.
The auditors’ remuneration for the statutory audit for the financial year ended 31 December 2020 for the Group and the Company are
RM638,000 and RM35,000 respectively.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young PLT, as part of the terms of its audit
engagement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify
Ernst & Young PLT for the financial year ended 31 December 2020.
Signed on behalf of the board in accordance with a resolution of the directors dated 16 March 2021.
Statement by Directors
Pursuant to Section 251(2) of the Companies Act 2016
We, Tan Sri Saw Choo Boon and Vimala A/P V.R. Menon, being two of the directors of Digi.Com Berhad, do hereby state that, in the
opinion of the directors, the accompanying financial statements set out on 115 to 180 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 2020 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 16 March 2021.
Statutory Declaration
Pursuant to Section 251(1)(b) of the Companies Act 2016
I, Ng Kim Chuan, being the officer primarily responsible for the financial management of Digi.Com Berhad, do solemnly and sincerely
declare that the accompanying financial statements set out on 115 to 180 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 above-named Ng Kim Chuan at
Kuala Lumpur in Wilayah Persekutuan
on 16 March 2021 Ng Kim Chuan
(MIA 23311)
Before me,
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 111
We have audited the financial statements of Digi.Com Berhad, which comprise the statements of financial position as at 31 December
2020 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 financial year then ended, and notes to the financial statements, including a
summary of significant accounting policies, as set out on 115 to 180.
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 2020 and of their financial performance and their cash flows for the financial year then ended in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016
in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our
responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Code of Ethics for Professional Accountants (including
International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the
By-Laws and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the Group and of the Company for the current year. We have determined that there are no key audit matters to communicate in our
report on the financial statements of the Company. The key audit matter for the audit of the financial statements of the Group is described
below. This matter was addressed in the context of our audit of the financial statements of the Group as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on this matter. For each matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report,
including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment
of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed
to address the matter below, provide the basis for our audit opinion on the accompanying financial statements.
Refer to Note 2.19.1(a) – Revenue Recognition (Telecommunication Revenue) and Note 5 – Revenue.
The Group relies on complex information technology system (including the rating module within the billing system) in accounting for its
telecommunication revenue. Such information system processes large volumes of data with a combination of different products, which
consist of individually low value transactions.
In addition, estimates and judgements were involved in allocating the transaction price between the multiple products and services sold
in bundled transactions.
112 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The above factors gave rise to higher risk of material misstatement in the timing and amount of telecommunication revenue recognised.
Accordingly, we identified revenue recognition to be an area of focus.
Our audit sought to place a high level of reliance on the Group’s information technology systems and key controls which management
relies on in recording telecommunication revenue. Our audit procedures included involving our information technology specialists to test
the operating effectiveness of automated controls over the billing system, including the rating module. We also tested the accuracy of
the data interface between the billing system and the general ledger and tested the non-automated controls in place to ensure accuracy
of revenue recognised, including timely updating of approved rate changes in the billing system.
We also performed substantive audit procedures which included amongst others, the testing of the reconciliation between the billing
system and the general ledger, including validating material manual journals processed and testing the unbilled revenue by comparing
such amount to the billings raised subsequent to the reporting period.
In respect of the allocation of transaction price between multiple products and services sold in bundled transactions, we obtained an
understanding of management’s basis of allocation in accordance with the identified performance obligations, evaluated management’s
estimate of standalone selling prices used in allocating the transaction price and tested the computation of revenue to be recognised in
respect of each product and service sold in bundled transactions.
Information other than the financial statements and auditors’ report thereon
The directors of the Company are responsible for the other information. The other information comprises the directors’ report and annual
report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon, which we
obtained prior to the date of this auditors’ report.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the
Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 113
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing
in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal
control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors.
(d) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going
concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including
the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and
events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group
to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance
of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
114 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Ernst & Young PLT Tseu Tet Khong @ Tsau Tet Khong
202006000003 (LLP0022760-LCA) & AF 0039 03374/06/2022 J
Chartered Accountants Chartered Accountant
Kuala Lumpur, Malaysia
16 March 2021
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 115
Group Company
2020 2019 2020 2019
Note RM'000 RM'000 RM'000 RM'000
Attributable to:
Owners of the parent 1,220,969 1,432,949 1,275,791 1,445,901
Group
2020 2019
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
116 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group Company
2020 2019 2020 2019
Note RM'000 RM'000 RM'000 RM'000
Non-current assets
Property, plant and equipment 11 2,883,143 2,852,110 - -
Intangible assets 12 248,036 305,986 - -
Right of use assets 13 3,031,878 2,595,088 - -
Investments in subsidiaries 15 - - 773,361 772,751
Other investment 16 78 78 - -
Trade and other receivables 18 344,538 427,565 - -
Contract costs 14 57,887 66,170 - -
Contract assets 5 28,886 26,661 - -
Derivative financial assets 19 61,728 18,605 - -
6,656,174 6,292,263 773,361 772,751
Current assets
Inventories 17 137,207 90,501 - -
Trade and other receivables 18 972,387 1,220,923 4 4
Contract assets 5 66,437 79,590 - -
Income tax recoverable 51,676 8,448 - -
Cash and short-term deposits 20 302,853 457,716 250 828
1,530,560 1,857,178 254 832
Total assets 8,186,734 8,149,441 773,615 773,583
Non-current liabilities
Loans and borrowings 21 4,677,523 4,461,043 - -
Deferred tax liabilities 22 268,927 217,628 - -
Other liabilities 23 120,255 53,295 - -
5,066,705 4,731,966 - -
Current liabilities
Trade and other payables 24 1,432,986 1,784,308 729 1,380
Contract liabilities 5 306,283 283,572 - -
Derivative financial liabilities 19 394 419 - -
Other liabilities 23 - 420 - -
Loans and borrowings 21 774,510 688,756 - -
Income tax payable - 13 5 13
2,514,173 2,757,488 734 1,393
Total liabilities 7,580,878 7,489,454 734 1,393
Equity
Share capital 25 769,655 769,655 769,655 769,655
(Accumulated losses)/retained earnings 27 (163,799) (109,668) 3,226 2,535
Total equity 605,856 659,987 772,881 772,190
Total equity and liabilities 8,186,734 8,149,441 773,615 773,583
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 117
Group
At 1 January 2019 769,655 (96,467) 673,188
Total comprehensive income - 1,432,949 1,432,949
Transaction with owners:
Dividends on ordinary shares 10 - (1,446,150) (1,446,150)
At 31 December 2019 769,655 (109,668)1 659,987
Total comprehensive income - 1,220,969 1,220,969
Transaction with owners:
Dividends on ordinary shares 10 - (1,275,100) (1,275,100)
At 31 December 2020 769,655 (163,799) 1
605,856
Company
At 1 January 2019 769,655 2,784 772,439
Total comprehensive income - 1,445,901 1,445,901
Transaction with owners:
Dividends on ordinary shares 10 - (1,446,150) (1,446,150)
At 31 December 2019 769,655 2,535 772,190
Total comprehensive income - 1,275,791 1,275,791
Transaction with owners:
Dividends on ordinary shares 10 - (1,275,100) (1,275,100)
At 31 December 2020 769,655 3,226 772,881
Note: 1 In the previous financial years, as part of the Group’s capital management initiatives, the Company received dividends in specie from its subsidiary, Digi
Telecommunications Sdn. Bhd. (“DTSB”), in the form of bonus issue of redeemable preference shares and capital repayment by DTSB amounting to RM509.0 million
and RM495.0 million respectively. The Company has declared part of these as special dividend to its shareholders. The deficit arose from the elimination of these intra-
group dividends at Group level.
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
118 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group Company
2020 2019 2020 2019
Note RM'000 RM'000 RM'000 RM'000
Group Company
2020 2019 2020 2019
Note RM'000 RM'000 RM'000 RM'000
The accompanying accounting policies and explanatory information form an integral part of the financial statements.
120 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
1. Corporate information
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of
Bursa Malaysia Securities Berhad ("Bursa Securities"). The principal place of business is located at Lot 10, Jalan Delima 1/1,
Subang Hi-Tech Industrial Park, 40000 Subang Jaya, Selangor Darul Ehsan. The registered office of the Company is located at 12th
Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor.
The immediate and ultimate holding companies are Telenor Asia Pte Ltd and Telenor ASA, incorporated in Singapore and Norway
respectively. The ultimate holding company is listed on the Oslo Stock Exchange, Norway.
The principal activity of the Company is investment holding, whilst the principal activities of the subsidiaries are stated in Note 15.
There has been no significant change in the nature of the principal activities during the financial year.
Related companies refer to companies within the Telenor Asia Pte Ltd and Telenor ASA group of companies.
The financial statements of the Group and of the Company have been prepared on the historical cost convention unless
indicated otherwise in the accounting policies below.
The financial statements are presented in Ringgit Malaysia ("RM") and all values are rounded to the nearest thousand
("RM'000") except when otherwise indicated.
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.
Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions are eliminated in full.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 121
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-
controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling
interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related
costs are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a
substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered
substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce
with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to
continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay
in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of MFRS 9
Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement of profit or loss in
accordance with MFRS 9. Other contingent consideration that is not within the scope of MFRS 9 is measured at fair value at
each reporting date with changes in fair value recognised in profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of MFRS 9
Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement of profit or loss in
accordance with MFRS 9. Other contingent consideration that is not within the scope of MFRS 9 is measured at fair value at
each reporting date with changes in fair value recognised in profit or loss.
Subsequent to recognition, property, plant and equipment, except for freehold land and capital work-in-progress, are
measured at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item includes
expenditure that is attributable to the acquisition of the item. Subsequent costs are included in the asset's carrying amount
or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. When significant parts of property, plant and
equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful
lives and depreciation, respectively. The carrying amount of the replaced part is then derecognised. Likewise, when a major
inspection is performed, its cost is recognised in the carrying amount of the asset as a replacement if the recognition criteria
are satisfied. All other repair and maintenance costs are recognised in profit and loss as incurred.
Freehold land has an unlimited useful life and is therefore not depreciated. Capital work-in-progress representing assets
under construction, is also not depreciated as these assets are not yet available for its intended use. Depreciation of other
property, plant and equipment is computed on a straight-line basis to write down the cost of each asset to its residual value
over the estimated useful life, at the following annual rates or periods:
Buildings 2.0%
Motor vehicles 20.0%
Computer systems 20.0% - 33.3%
Furniture and fittings 20.0%
Telecommunications network 3.3% - 33.3%
The residual values, useful lives and depreciation method are reviewed at each financial year end, and adjusted prospectively,
if appropriate, to ensure that the amount, method and period of depreciation are consistent with the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising from the difference between the net disposal proceeds, if any, and the net
carrying amount is recognised in profit and loss in the financial year the asset is derecognised.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are
reviewed at least during each financial year end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as
appropriate, and are treated prospectively as changes in accounting estimates. The amortisation expense on intangible
assets with finite lives is recognised in profit and loss.
Intangible assets not yet available for use are tested for impairment annually, or more frequently if events and circumstances
indicate that the carrying value may be impaired either individually or at the cash generating unit ("CGU") level. Such intangible
assets are not amortised.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 123
Any gain or loss arising from derecognition of an intangible asset is measured as the difference between the net disposal
proceeds and the carrying amount of the asset, and is recognised in profit and loss when the asset is derecognised.
Computer software
Costs incurred to acquire computer software, that are not an integral part of the related hardware, are capitalised as intangible
assets and amortised on a straight-line basis over the estimated useful life of 5 years.
2.6 Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is any
indication of impairment. If any such indication exists, impairment is measured by comparing the carrying amounts of the
assets with their recoverable amounts.
For intangible assets not yet available for use, the recoverable amount is estimated at the end of each reporting period, or
more frequently if events and circumstances indicate that the carrying value may be impaired either individually or at the cash
generating unit ("CGU") level.
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, namely
a CGU.
In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its
recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to those units or groups of units, if any and then, to reduce the carrying amount of
the other assets in the unit or groups of units on a pro-rata basis.
An impairment is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount, and the
impairment loss is recognised as an expense in profit and loss in the period in which it arises.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed if, and only if there
has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss.
2.7 Inventories
Inventories are stated at lower of cost and net realisable value. Cost is determined using the weighted average basis. The
cost of trading merchandise comprises costs of purchases and other incidental costs incurred in bringing these merchandise
to their present condition and location.
124 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s and Company's business model for managing them. The Group and the Company
initially measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs except for trade receivables that do not contain a significant financing component. Trade
receivables that do not contain a significant financing component are measured at the transaction price determined
under MFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give
rise to cash flows that are ‘solely payments of principal and interest ("SPPI")’ on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s and the Company's business model for managing financial assets refer to how the financial assets are
managed in order to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group
commits to purchase or sell the asset.
The Group and the Company do not have any debt instruments at fair value through OCI with recycling of cumulative
gains and losses.
- 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 and the Company's financial assets at amortised cost includes trade and other receivables and cash
and short-term deposits.
(b) Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the definition of equity under MFRS 132 Financial
Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by
instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other
income in the profit or loss when the right of payment has been established, except when the Group benefits from
such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in
OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its non-listed equity investments under this category.
2.8.3 Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e., removed from the Group’s and Company's statement of financial position) when:
- The rights to receive cash flows from the asset have expired; or
- The Group and the Company have transferred their rights to receive cash flows from the asset or have assumed
an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group and the Company have transferred substantially all the risks and rewards
of the asset, or (b) the Group and the Company have neither transferred nor retained substantially all the risks and
rewards of the asset, but have transferred control of the asset.
When the Group and the Company have transferred their rights to receive cash flows from an asset or have entered into
a pass-through arrangement, the Group and the Company evaluate if, and to what extent, they have retained the risks
and rewards of ownership. When they have neither transferred nor retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the Group and the Company continue to recognise the transferred asset
to the extent of its continuing involvement. In that case, the Group and the Company also recognise an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations
that the Group and the Company have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group and the Company
could be required to repay.
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).
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 127
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-
looking factors specific to the category of debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are overdue for more than 60 days. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates
that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
Interest income is recognised in profit or loss by applying the effective interest rate to the gross carrying amount of the
financial assets.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable
that an outflow of economic resources will be required to settle the obligation, the provision is reversed. Where the effect of
the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate,
the risks specific to the liability to the present value of the expenditure expected to be required to settle the obligation. When
discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Employees' entitlement to annual leave are recognised when the associated services performed by employees increase
their entitlements to annual leave. A provision is made for the estimated liability for the annual leave as a result of
services rendered by employees up to the end of the reporting period netted off against annual leave utilised to date.
The estimated amount is determined after taking into consideration the time value of money, and the initial estimated
sum is capitalised as part of the cost of property, plant and equipment. Where discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
128 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable transaction costs.
The Group’s and the Company's financial liabilities include derivative financial instruments and other financial liabilities.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the
near term. This category also includes derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationships as defined by MFRS 9.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the
initial date of recognition, and only if the criteria in MFRS 9 are satisfied. This category includes derivative
instruments such as foreign currency forward contracts and interest rate swaps.
After initial recognition, trade and other payables and interest-bearing loans and borrowings are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the
liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the profit or loss.
This category generally applies to interest-bearing loans and borrowings and trade and other payables. For
more information, refer to Note 21 and Note 24.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 129
Borrowing costs consist of interest and other costs that the Group incurred in connection with the borrowing of funds.
The attributable incremental transaction costs of an equity transaction are accounted for as a deduction from equity, net of
tax. Dividends on ordinary shares are recognised in equity in the period in which they are declared.
2.15 Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right of use ("ROU") assets representing
the right to use the underlying assets.
The Group elected to apply the practical expedient not to separate out non-lease components from lease components
and instead account for the lease and non-lease component as a single component.
130 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments
made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification or a change in the lease
term.
The Group’s lease liabilities are included in loans and borrowings. Please refer to Note 21.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is
included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and
arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the
same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 131
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets
(excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other
comprehensive income in the period in which they occur and recorded in defined benefit reserve. Remeasurements are
not reclassified to profit and loss in subsequent periods.
Past service costs are recognised in profit and loss on the earlier of:
- The date of the plan amendment or curtailment; or
- The date that the Group recognises restructuring related costs.
Net interest and other expenses relating to defined benefit plans are calculated by applying the discount rate to the net
defined benefit liability or asset and recognised in profit and loss.
The Group amended the defined benefit plan effective 1 January 2006 to restrict new entrants into the plan, and the
benefits payable to be calculated based on the employees' length of service up to 31 December 2005.
132 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
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.
Deferred tax liabilities are recognised for all taxable temporary differences, and deferred tax assets are recognised for
all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences, and the carry forward
of unused tax credits and unused tax losses can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at
the reporting date.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Revenue is recognised net of the amount of SST billed as it is payable to the taxation authority. SST payable to the
taxation authority is included as part of payables in the statements of financial position.
2.18 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the financial statements.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 133
The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the
goods or services before transferring them to the customer.
Revenue from prepaid services (i.e. preloaded talk time, prepaid top-up vouchers, etc.) are recognised when
services are rendered. Consideration from the sale of prepaid sim cards and reload vouchers to customers
where services have not been rendered at the reporting date is deferred as contract liability until actual usage
or when the cards, vouchers or reloaded amounts are expired or forfeited.
Postpaid services are provided in postpaid packages which consists of various services (i.e. call minutes,
internet data, sms, etc.). These postpaid packages have been assessed to meet the definition of a series of
distinct services that are substantially the same and have the same pattern of transfer and as such the Group
treats these packages as a single performance obligation.
Postpaid packages are either sold separately or bundled together with the sale of a mobile device to a
customer. Mobile devices can also be obtained separately from other mobile device retailers and can be used
together with the postpaid packages provided by the Group. Postpaid packages and mobile devices are
capable of being distinct and separately identifiable, therefore, there are two performance obligations within a
bundled transaction. Accordingly, the Group allocates the transaction price based on the relative stand-alone
selling prices of the postpaid packages and device.
Stand-alone selling price are based on observable sales prices; however, where stand-alone selling
prices are not directly observable, estimates will be made maximising the use of observable inputs.
Certain bundled contracts provide the customer with a right to return the mobile devices during a specified
time frame. The Group uses the expected value method to estimate the mobile devices that will not be returned
because this method best predicts the amount of variable consideration to which the Group will be entitled.
The requirements in MFRS 15 on constraining estimates of variable consideration are also applied in order
to determine the amount of variable consideration that can be included in the transaction price. For mobile
devices that are expected to be returned, the Group adjusts revenue and recognises a refund liability instead.
Correspondingly, costs of sales is also adjusted and a right of return asset is recognised as the right to recover
the mobile device from the customer.
Contract assets are subject to impairment assessment based on the ECL model.
For prepaid services, a contract liability is recognised when consideration is received from a customer,
but services are yet to be performed.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 135
Contract costs are amortised on a straight-line basis over the expected customer life cycle, which is consistent
with the pattern of the related revenue. For contract costs with an amortisation period of less than one year,
the Group has elected to apply the practical expendient to recognise as an expense when incurred.
Amortisation of contract costs are included as part of operating expenses in the profit or loss, based on the
nature of commission costs, and not under amortisation expenses.
The Group recognises an impairment loss in profit or loss to the extent that the carrying amount of the
contract costs recognised exceeds the remaining amount of consideration that the Group expects to receive
in exchange for the goods or services to which the contract costs relate, less the remaining costs that relate
directly to providing those goods or services (that have not been recognised as an expense).
When there are indications of impairment, relating to the CGU to which the contract costs belong, the Group
will include the resulting carrying amount of contract costs after performing the impairment test above, in the
carrying amount of the CGU for the purpose of applying MFRS 136.
When impairment conditions no longer exist or have improved, the Group will recognise a reversal of some
or all of the impairment losses previously recognised on the contract costs. The increased carrying amount of
the contract costs should not exceed the amount that would have been determined (net of amortisation) had
no impairment loss been recognised previously.
A grant relating to the asset is recognised as income over the life of the depreciable asset by way of a reduced depreciation
charge. Grant relating to income is recognised in profit and loss by crediting directly against the related expense.
Transactions in foreign currencies are initially converted into RM at exchange rates prevailing at the date of transaction.
At each reporting date, foreign currency monetary items are translated into RM at exchange rates prevailing at that
date. Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are translated
using the historical rate as of the date of acquisition.
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:
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 137
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as
a whole:
(i) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
(ii) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
(iii) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether
transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end of each reporting period.
On 1 January 2020, the Group and the Company adopted the following amended MFRSs mandatory for annual financial
periods beginning on or after 1 January 2020.
Effective for
annual periods
beginning
Description on or after
Amendments to MFRS 9, MFRS 139, MFRS 7, MFRS 4 and MFRS 16: Interest Rate Benchmark Reform
- Phase 2 1 January 2021
Amendments to MFRS 1, MFRS 9 and MFRS 141: Annual Improvements to MFRS Standards 2018-2020 1 January 2022
Amendments to MFRS 3: Reference to the Conceptual Framework 1 January 2022
Amendments to MFRS 116: Property, Plant and Equipment-Proceeds before Intended Use 1 January 2022
Amendments to MFRS 137: Onerous Contracts - Cost of Fulfilling a Contract 1 January 2022
Amendments to MFRS 101: Classification of Liabilities as Current or Non-current 1 January 2023
MFRS 17: Insurance Contracts 1 January 2023
Amendments to MFRS 17: Insurance Contracts 1 January 2023
Amendments to MFRS 10 and MFRS 128: Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture Deferred
The directors expect that the adoption of the above standards will not have a material impact on the financial statements in
the period of initial application.
4. Significant accounting estimates and judgements and key sources of estimation uncertainty
There were no significant judgements made in applying the accounting policies of the Group which may have significant effects on
the amounts recognised in the financial statements.
Management makes key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year.
The following represents a summary of the critical accounting estimates and the associated key sources of estimation uncertainty.
4.1 Useful lives of property, plant and equipment and intangible assets
Depreciation and amortisation are based on management's estimates of the future estimated useful lives and residual
values of property, plant and equipment and intangible assets. Estimates may change due to technological developments,
modernisation initiatives, expected level of usage, competition, market conditions and other factors, which could potentially
impact the average useful lives and the residual values of these assets. This may result in future changes in the estimated
useful lives and in the depreciation or amortisation expenses. A 5.0% difference in the expected useful lives of these assets
from management's estimates would result in approximately 1.6% (2019: 2.7%) variance in the Group's profit for the year.
The carrying amounts of property, plant and equipment and intangible assets at the reporting date are disclosed in Note 11
and Note 12, respectively.
140 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
4. Significant accounting estimates and judgements and key sources of estimation uncertainty (cont’d.)
4.2 Provision for expected credit losses of trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are
based on days past due for groupings of various customer segments that have similar loss patterns (i.e. customer type and
rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group then adjusts the historical
credit loss experience taking into consideration the forward-looking information. For example, if the Group's view of the
forecasted economic conditions (i.e. inflation rate, unemployment rate, interest rate and economic outlook for Malaysia) are
expected to significantly deteriorate over the next financial year which may lead to an increase in the unrecoverable rate of
the receivables and contract assets. At every reporting date, the historical observed default rates are updated and changes
in the forward-looking estimates are analysed.
The Group estimates the relationship between historical observed default rates, forecast economic conditions and ECL
which may not be representative of customer’s actual default in the future. The information about the provision matrix on the
Group’s trade receivables and contract assets is disclosed in Note 31.2.
If the historical observed default rates varies by 5.0% from management’s estimates, the Group’s allowance for expected
credit loss on trade receivables and contract assets will cause either a 0.2% (2019: 0.2%) increase or 0.2% (2019: 0.2%)
decrease respectively in the Group's profit for the financial year.
Where the final tax treatment of these matters are different from the amounts that were initially recognised, such differences
will impact the income tax and deferred tax provisions in the period in which determination of final tax treatment is made.
4. Significant accounting estimates and judgements and key sources of estimation uncertainty (cont’d.)
SSP for postpaid packages and mobile devices are based on observable sales prices; however, where certain SSP are not
directly observable, estimates will be made maximising the use of observable inputs.
The estimation of SSP is a significant estimate as it will directly determine the amount of revenue to be recognised upfront
(sale of device) and amount of revenue to be recognised over time (telecommunication revenue). For example, a lower SSP
for mobile device will result in a lower amount of revenue recognised upfront and higher amount of revenue recognised over
the contract period.
The revenue recognised in the current financial year in relation to sale of device and telecommunication revenue is detailed
in Note 5.
In determining the lease term, the Group considers all facts and circumstances that create an economic incentive to exercise
an extension option, or not to exercise a termination option. For example, for leases of certain telecommunication network
sites, if the Group expects to use significant non-removable leasehold improvements beyond the date on which the lease
can be terminated, the existence of those leasehold improvements may indicate that the Group might incur a more than
insignificant penalty if it terminates the lease.
For leases of telecommunication network sites, other factors to consider in assessing the lease term include the technology
development and potential changes in business models.
The Group reassesses the lease term upon the occurrence of a significant event or change in circumstances that is within the
control of the Group and affects whether the Group is reasonably certain to exercise an option not previously included in the
determination of lease term, or not to exercise an option previously included in the determination of lease term. A revision in
lease term results in remeasurement of the lease liabilities.
Based on the assessment of these factors, the lease term for the Group's leases relating to telecommunication network sites
will normally be within a range of 3 to 10 years.
The IBR is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the
funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
To determine the incremental borrowing rate for its leases, the Group makes adjustments to the existing rates received from
financial institutions, taking into consideration the lease term and leased assets. The Group also considers changes in the
financing condition since the last offered rates from the financing institutions.
5. Revenue
Group Company
2020 2019 2020 2019
RM'000 RM'000 RM'000 RM'000
2020 2019
Group Note RM'000 RM'000
Group
2020 2019
Note RM'000 RM'000
Non-current assets
Trade receivables 18 129,767 101,098
Contract assets 28,886 26,661
Current assets/(liabilities)
Trade receivables 18 389,000 440,797
Contract assets 66,437 79,590
Contract liabilities (306,283) (283,572)
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 143
5. Revenue (cont'd.)
5.2 Contract balances (cont'd.)
Contract assets primarily relate to rights to consideration for mobile devices transferred to subscribers but not billed at the
reporting date. Contract assets are transferred to receivables when the rights become unconditional. As at 31 December
2020, the Group has contract assets of RM95.3 million (2019: RM106.3 million) which is net of an allowance for expected
credit losses of RM4.5 million (2019: RM2.4 million).
Contract liabilities mainly relate to advance consideration received from subscribers at inception of contracts, for which
revenue is only recognised upon rendering of telecommunication service.
All contract liabilities at the beginning of the financial year have been recognised as revenue in the current financial year.
The future minimum rentals receivable under non-cancellable operating leases are as follows:
2020 2019
RM'000 RM'000
6. Finance costs
Group
2020 2019
Note RM'000 RM'000
Group
2020 2019
Note RM'000 RM'000
Non-executive:
Fees 897 882 90 88
Benefits-in-kind 11 6 - -
Total 908 888 90 88
The number of non-executive directors of the Company whose total remuneration during the financial year falls within the
following band is analysed below:
Number of directors
Non-executive directors: 2020 2019
Nil 6 5
RM200,001 - RM300,000 3 3
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 147
Group Company
2020 2019 2020 2019
RM'000 RM'000 RM'000 RM'000
8. Taxation (cont'd.)
Reconciliations of income tax expense/rate applicable to profit before tax at the statutory income tax rate to income tax expense/
rate at the effective income tax rate of the Group and of the Company are as follows:
2020 2019
% RM'000 % RM'000
Group
Profit before tax 1,622,046 1,892,321
Taxation at Malaysian statutory tax rate 24.0 389,291 24.0 454,157
Effect of expenses not deductible for tax purposes 1.3 20,639 1.3 24,571
Effect of income not subject to tax (0.6) (9,769) (0.2) (3,523)
Over provision of income tax expense in prior financial years (0.3) (5,424) (0.2) (4,289)
Under/(over) provision of deferred tax expense in prior financial years 0.4 6,340 (0.6) (11,544)
Effective tax rate/income tax expense recognised in profit or loss 24.8 401,077 24.3 459,372
Company
Profit before tax 1,275,815 1,445,949
Taxation at Malaysian statutory tax rate 24.0 306,196 24.0 347,028
Income not subject to tax (24.0) (306,172) (24.0) (346,980)
Effective tax rate/income tax expense recognised in profit or loss 0.0 24 0.0 48
Domestic current income tax is calculated at the Malaysian statutory tax rate of 24% (2019: 24%) of the estimated taxable profit
for the financial year.
10. Dividends
Group/Company
2020 2019
RM'000 RM'000
Tele-
Furniture communi- Capital
Freehold Freehold Motor Computer and cations work-in-
land buildings vehicles systems fittings network progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
Cost
At 1 January 2020 29,638 143,332 23,982 232,079 263,839 6,530,499 230,820 7,454,189
Additions - - 52 (56) (1,735) 79,048 593,203 670,512
Disposals - - - (9,124) (44,623) (68,845) (2,479) (125,071)
Write offs - - - (76) (224) (675,319) (2) (675,621)
Transfers - - - 38,943 4,211 608,498 (651,652) -
Reclassifications (Note 11(c)) (571) 571 (27) (33,435) (26,583) 97,910 377 38,242
Reclassification from
intangible assets (Note 12) - - - - - 92,390 - 92,390
At 31 December 2020 29,067 143,903 24,007 228,331 194,885 6,664,181 170,267 7,454,641
Accumulated depreciation
At 1 January 2020 - 29,845 20,764 187,170 209,849 4,154,451 - 4,602,079
Depreciation expenses for
the financial year - 2,821 1,351 6,717 27,051 640,507 - 678,447
Disposals - - - (9,121) (44,568) (68,668) - (122,357)
Write offs - - - (76) (183) (624,654) - (624,913)
Reclassifications (Note 11(c)) - 184 61 (8,960) (35,096) 82,053 - 38,242
At 31 December 2020 - 32,850 22,176 175,730 157,053 4,183,689 - 4,571,498
Tele-
Long-term Short-term Long-term Short-term Furniture communi- Capital
Freehold leasehold leasehold Freehold leasehold leasehold Motor Computer and cations work-in-
land land land buildings buildings buildings vehicles systems fittings network progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group (cont’d.)
Cost
At 1 January 2019 29,638 7,312 7,565 143,295 7,146 6,866 23,216 319,549 254,432 6,220,762 103,512 7,123,293
Reclassification to
right of use assets
(Note 13) - (7,312) (7,565) - (7,146) (6,866) - - - (80,188) - (109,077)
At 1 January 2019
(restated) 29,638 - - 143,295 - - 23,216 319,549 254,432 6,140,574 103,512 7,014,216
Additions - - - - - - - - - 21,542 677,325 698,867
Disposals - - - - - - (790) (1,477) (1,192) (3,372) - (6,831)
Write offs - - - - - - - (100,093) (1,351) (150,183) (436) (252,063)
Transfers - - - 37 - - 1,556 14,100 11,950 521,938 (549,581) -
At 31 December 2019 29,638 - - 143,332 - - 23,982 232,079 263,839 6,530,499 230,820 7,454,189
Accumulated
depreciation
At 1 January 2019 - 1,561 3,211 27,024 814 3,266 19,087 271,883 185,792 3,729,483 - 4,242,121
Reclassification to
right of use assets
(Note 13) - (1,561) (3,211) - (814) (3,266) - - - (67,191) - (76,043)
At 1 January 2019
(restated) - - - 27,024 - - 19,087 271,883 185,792 3,662,292 - 4,166,078
Depreciation expenses
for the financial
year - - - 2,821 - - 2,451 16,831 26,368 645,172 - 693,643
Disposals - - - - - - (774) (1,477) (960) (2,993) - (6,204)
Write offs - - - - - - - (100,067) (1,351) (150,020) - (251,438)
At 31 December 2019 - - - 29,845 - - 20,764 187,170 209,849 4,154,451 - 4,602,079
(b) Government grants of RM34.6 million (2019: RM147.4 million) relating to additions of qualifying property, plant and equipment,
were deducted before arriving at the cost of property, plant and equipment during the financial year ended 31 December
2020.
(c) The cost and accumulated depreciation for certain categories of property, plant and equipment were adjusted during the
financial year to be consistent with the category in the asset register.
Group
Cost
At 1 January 2020 736,969
Additions 102,249
Write offs (577)
Reclassification to property, plant and equipment (Note 11) (92,390)
At 31 December 2020 746,251
Accumulated amortisation
At 1 January 2020 430,983
Amortisation expenses for the financial year 67,689
Write offs (457)
At 31 December 2020 498,215
Group
Cost
At 1 January 2019 1,430,011 683,075 1,300 2,114,386
Reclassification to right of use assets (Note 13) (1,430,011) - - (1,430,011)
At 1 January 2019 (restated) - 683,075 1,300 684,375
Additions - 54,004 - 54,004
Write offs - (110) (1,300) (1,410)
At 31 December 2019 - 736,969 - 736,969
Accumulated amortisation
At 1 January 2019 772,788 358,615 1,300 1,132,703
Reclassification to right of use assets (Note 13) (772,788) - - (772,788)
At 1 January 2019 (restated) - 358,615 1,300 359,915
Amortisation expenses for the financial year - 72,425 - 72,425
Write offs - (57) (1,300) (1,357)
At 31 December 2019 - 430,983 - 430,983
Carrying amount
At 1 January 2019 - - - - - -
Adjustments upon adoption
of MFRS 16:
MFRS 16 adjustments - 1,156,270 6,735 987,848 16,210 2,167,063
Reclassification from
property, plant and
equipment (Note 11) 20,037 12,997 - - - 33,034
Reclassification from
intangible asset
(Note 12) - - - 657,223 - 657,223
At 1 January 2019 (restated) 20,037 1,169,267 6,735 1,645,071 16,210 2,857,320
Additions - 165,993 108 - 8,011 174,112
Depreciation expense for
the financial year (401) (287,882) (2,633) (128,180) (12,135) (431,231)
Termination - (4,641) (353) - (119) (5,113)
At 31 December 2019 19,636 1,042,737 3,857 1,516,891 11,967 2,595,088
The Group’s lease arrangements are mainly in relation to telecommunication network sites, transmission facilities and spectrum
bandwidths which are used to support the Group’s telecommunication operations. The lease arrangements generally do not allow
for subleasing of the leased asset, unless there is a contractual right for the Group to sublet the lease asset to another party.
The Group also has certain leases with lease terms of 12 months or less and leases that have been determined to be low value.
The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemption for these leases.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 155
Group
2020 2019
Note RM’000 RM’000
Analysed as:
Current 21 399,510 313,756
Non-current 21 2,181,385 1,734,176
2,580,895 2,047,932
The maturity analysis of lease liabilities are disclosed in Note 31.4
Group
2020 2019
RM’000 RM’000
The Group has total cash outflow for leases amounting to RM473.6 million (2019: RM453.7 million).
156 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Digi Telecommunications Sdn Bhd (“DTSB”) 100 100 Establishment, maintenance and provision of
telecommunications and related services
InfraNation Sdn. Bhd. 100 100 Provision of telecommunication
(formerly known as Y3llownation Sdn. Bhd.) infrastructure services
Non-current
Financial asset at fair value through OCI
Unquoted shares 78 78
The investment was previously made in relation to a programme initiated by the Group to fund new digital start-ups in Malaysia.
17. Inventories
Group
2020 2019
RM’000 RM’000
Merchandise:
At cost 111,196 69,234
At net realisable value 26,011 21,267
137,207 90,501
During the financial year, the amount of inventories recognised as an expense in cost of materials of the Group was RM708.7 million
(2019: RM679.2 million).
Current
Trade receivables (Note 18.1) 427,293 471,813 - -
Other receivables 361,503 529,534 - -
Deposits and prepayments (Note 18.2) 221,884 250,592 4 4
1,010,680 1,251,939 4 4
Allowance for expected credit loss on trade receivables
(Note 31.2) (38,293) (31,016) - -
972,387 1,220,923 4 4
Total trade and other receivables 1,316,925 1,648,488 4 4
158 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Apart from the deferred payment scheme receivables, the Group’s trade receivables are non-interest bearing, and are subject
to normal trade credit terms ranging from 30 to 45 days (2019: 30 to 45 days). They are recognised at their original invoice
amounts which represent their fair value on initial recognition.
Current
- Foreign currency forward contracts 19.2 (394) (419)
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 159
Notional
value Fair value Assets
RM’000 RM’000 RM’000
The interest rate swaps entitle the Group to receive interest semi-annually at fixed rates ranging from 4% to 5% per annum,
and in return, pays interest quarterly at Kuala Lumpur Interbank Offer Rate (“KLIBOR”) plus a spread with a weighted average
rate of 3% (2019: 4%). The swaps mature at varying dates based on the maturity of different tranches of the IMTN.
The foreign currency forward contracts and interest rate swap are not designated as cash flow hedges and are entered into for
periods consistent with foreign currency exposure and fair value changes exposure. Any gains or losses arising from changes in
the fair value of derivatives are recognised directly in profit or loss.
The method and assumptions applied in determining the fair values of the derivatives above are disclosed in Note 31.6(b).
160 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Group’s cash and cash equivalents included amounts of foreign currency denominated in USD totalling RM4.3 million (2019:
RM8.5 million) at the reporting date.
Cash at banks earns interest at floating rates based on daily bank deposit rates. The weighted average effective interest rates of
deposits at the reporting date are as follows:
Group
2020 2019
% %
Non-current (unsecured)
Floating-rate term loans 329,859 555,162
Floating-rate term financing-i 367,776 373,486
Islamic medium term notes 21.1 1,798,503 1,798,219
Lease liabilities 13 2,181,385 1,734,176
4,677,523 4,461,043
Current (unsecured)
Floating-rate term loans 225,000 225,000
Floating-rate term financing-i 150,000 150,000
Lease liabilities 13 399,510 313,756
774,510 688,756
Total loans and borrowings 5,452,033 5,149,799
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 161
Group
2020 2019
% %
The tenures of the IMTN and ICP Programme are for 15 and 7 years, respectively from the date of the first issuance.
As at 31 December 2020, the series of IMTN that the Group has in issue consists of:
Nominal
Tranche Tenure Rate Maturity date value
% RM’000
Group
At 1 January 2020 3,101,867 2,047,932 5,149,799
Drawdown of floating-rate term financing-i 150,000 - 150,000
Payment (375,000) (379,422) (754,422)
Non-cash changes:
Other changes (5,729) 912,385 906,656
At 31 December 2020 2,871,138 2,580,895 5,452,033
Group
2020 2019
RM’000 RM’000
Non-current
Provisions (Note 23.1) 120,255 53,295
Current
Provisions (Note 23.1) - 420
Total other liabilities 120,255 53,715
23.1 Provisions
Site
decommissioning Defined
and restoration benefit
costs plan Total
RM’000 RM’000 RM’000
Note (Note 26)
Group
Non-current
At 1 January 2020 53,284 11 53,295
Capitalised as property, plant and equipment 11(a) 52,532 - 52,532
Unwinding of discount 6 14,410 - 14,410
Additional provision 7 - 93 93
Paid during the financial year - (75) (75)
At 31 December 2020 120,226 29 120,255
Non-current
At 1 January 2019 48,930 34 48,964
Capitalised as property, plant and equipment 11(a) 2,159 - 2,159
Unwinding of discount 6 2,195 - 2,195
Additional provision 7 - 70 70
Paid during the financial year - (93) (93)
At 31 December 2019 53,284 11 53,295
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 165
Group
Current
At 1 January 2020 420
Reversal of provision during the financial year 7(b) (161)
Paid during the financial year (259)
At 31 December 2020 -
At 31 December 2020, the Group’s trade and other payables balances included exposure to foreign currency denominated in USD,
SDR and Norwegian Krone (“NOK”) amounting to RM22.0 million (2019: RM51.1 million), RM14.6 million (2019: RM32.0 million)
and RM26.5 million (2019: RM22.3 million) respectively.
166 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Group/Company
Number of ordinary shares Amount
2020 2019 2020 2019
Units (‘000) Units (‘000) RM’000 RM’000
Group
2020 2019
Note RM’000 RM’000
Interest on obligations, representing increase in provision for defined benefit plan 7(b) 93 70
The principal actuarial assumption used in determining the retirement benefit obligation for the defined benefit plan, is as follows:
Group
2020 2019
% %
28. Commitments
Capital commitments
Group
2020 2019
RM’000 RM’000
Capital expenditure in respect of property, plant and equipment and intangible assets:
Approved and contracted for 461,000 227,000
Approved but not contracted for 466,000 530,000
29. Performance guarantees
Group
2020 2019
RM’000 RM’000
Unsecured
Guarantees given to city councils for public infrastructure works 19,811 39,819
Guarantee given to MCMC on project tender 10,556 10,556
30,367 50,375
168 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The directors are of the opinion that the above transactions are entered into in the normal course of business and at standard
commercial terms mutually agreed between both parties.
The remuneration of key management personnel during the financial year was as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.
The provision rates are based on days past due for groupings of various customer segments with similar loss patterns
(i.e., customer type and rating). The calculation reflects the probability-weighted outcome, and reasonable and supportable
information that is available at the reporting date about past events, current conditions and forecasts of future economic
conditions. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its
customers base is large and diverse.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery, and are not subject
to enforcement activity. They are not secured by any collateral or credit enhancements.
Set out below is the information about the credit risk exposure on the Group’s trade receivables and contract assets using a
provision matrix:
Trade receivables
- Not past due 513,021 (21,960) 491,061
- 1 to 30 days past due 11,558 (2,733) 8,825
- 31 to 60 days past due 2,164 (1,230) 934
- 61 to 90 days past due 5,688 (1,464) 4,224
- 91 to 180 days past due 9,955 (2,996) 6,959
- More than 181 days past due 14,674 (7,910) 6,764
Total trade receivables 557,060 (38,293) 518,767
Trade receivables
- Not past due 440,461 (6,936) 433,525
- 1 to 30 days past due 22,361 (4,256) 18,105
- 31 to 60 days past due 13,981 (3,379) 10,602
- 61 to 90 days past due 12,949 (2,542) 10,407
- 91 to 180 days past due 25,105 (3,750) 21,355
- More than 181 days past due 58,054 (10,153) 47,901
Total trade receivables 572,911 (31,016) 541,895
Cash and short-term deposits are placed only with reputable licensed banks and other receivables mainly consists of
amounts due from a governement regulatory body and various city councils. The Group has assessed that the credit risk
from these financial instruments are low.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 173
Exposure to foreign currency risk is monitored on an on-going basis and when considered necessary, the Group will consider
using effective financial instruments to hedge its foreign currency risk in accordance with its foreign currency hedging policy.
In line with the Group’s foreign currency hedging policy, hedging is only considered for firm commitments and highly probable
transactions of which hedging shall not exceed 100% of the net exposure value. Speculative activities are strictly prohibited.
The Group adopts a layered approach to hedging, where a higher percentage of hedging will be executed for closer-dated
exposures and with time, increase the hedge as the probability of the underlying exposure increases. These derivatives and
their underlying exposures will be monitored on an on-going basis. However, these contracts are not designated as cash flow
or fair value hedge.
The Group’s foreign currency forward contracts are executed only with creditworthy financial institutions in Malaysia which
are governed by appropriate policies and procedures.
Details of the Group’s outstanding foreign currency forward contracts for the purpose of hedging certain payables
denominated in USD for which firm commitments existed at the reporting date, extends to January, February and March
2021, are disclosed in Note 19. The effects of changes in the fair values of these derivative financial instruments have already
been included in the financial statements during the financial year.
Management believes that there is no reasonably possible fluctuation in the foreign exchange rate which would cause any
material effect to the Group’s profit for the financial year.
174 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The Group’s and the Company’s trade and other payables and non-hedging derivative liabilities at the reporting date, are
short-term in nature, and are payable either on-demand or within one financial year. Details of maturities for the Group’s loans
and borrowings are as disclosed in Note 21.
Group
2020
Financial liabilities
2019
Financial liabilities
The Group is exposed to interest rate risk primarily from floating rate financial liabilities.
The Group manages its interest rate risk by having a mixed portfolio of fixed and floating rate financial liabilities that is
consistent with the interest rates profiles acceptable to the Group. To manage this, the Group enters into interest rate swaps,
in which the Group agrees to exchange, at specified intervals, a fixed interest rate for floating rates.
The notional principal amounts of the outstanding interest rate swaps and its fair value are disclosed in Note 19.1.
The Group’s policy in dealing with interest-bearing financial liabilities is to minimise the interest expense by obtaining the
most favourable interest rates available. A difference of 20 (2019: 20) basis points in interest rates applicable for the Group’s
entire loans and borrowings (excluding lease liabilities) would result in approximately 0.34% (2019: 0.25%) variance in the
Group’s profit for the financial year.
176 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:
The carrying amounts of floating-rate term loan and term financing-i are reasonable approximations of fair values as
they are floating rate instruments that are re-priced to market interest rates on or near the reporting date.
The fair values of non-current portion of borrowings and debt securities are estimated by discounting expected future
cash flows at market incremental lending rate for similar types of borrowing, debt instruments or leasing arrangements
at the reporting date.
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on
observable yield curves.
The initial acquisition cost of the unquoted equity investment is an approximate estimate of its fair value as the investee’s
entity is in the start-up stage.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 177
31.7 Classification
The carrying amounts of financial instruments under each category, are as follows:
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
Financial assets
Financial assets at fair value through
OCI:
- Other investments 16 78 78 - -
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
Financial liabilities
Financial assets/(liabilities)
measured at fair value:
Quantitative disclosures fair value measurement hierarchy for financial assets/(liabilities) as at 31 December 2019:
Financial assets/(liabilities)
measured at fair value:
The fair value of unquoted equity investment is categorised as Level 3 as cost was estimated to be an appropriate measure
of fair value. There was no indicators that cost might not be representative of fair value.
The directors have assessed the overall impact of this situation towards the Group’s and the Company’s operations, financial
performance and cash flows and concluded there is no material adverse effect on the Group’s and the Company’s financial
statements for the financial year ended 31 December 2020.
Nevertheless, the directors will closely monitor the current developments of COVID-19 pandemic and at the present the facilities
and site works activities of the Group and the Company are in normal and stable operation.
Management's Responsibility 1. Lost Time Injury Frequency Rate (“LTIFR”) for Digi’s permanent
and contract employees for the financial year ended 31
Management of Digi is responsible for the preparation of the December 2020;
Selected Information included in the Digi Integrated Annual Report 2. Percentage of customer satisfaction scores for the financial
2020 in accordance with Digi's internal sustainability reporting year ended 31 December 2020;
guidelines and procedures. 3. Employee online learning rate for the financial year ended 31
December 2020;
This responsibility includes the selection and application of 4. Number of suppliers signing Agreement of Business Conduct
appropriate methods to prepare the Selected Information reported (“ABC”) for the financial year ended 31 December 2020;
in the Digi Integrated Annual Report 2020 as well as the design, 5. Number of enrolments into Future Skills Programme for the
implementation and maintenance of processes relevant for the financial year ended 31 December 2020.
preparation. Furthermore, the responsibility includes the use of
assumptions and estimates for disclosures made by Digi which Criteria
are reasonable in the circumstances.
The selected subject matter needs to be read and understood
Our Responsibility together with the reporting criteria, which Digi is solely responsible
for selecting and applying. The absence of a significant body of
Our responsibility is to provide a conclusion on the Subject established practice on which to draw to evaluate and measure
Matter based on our limited assurance engagement performed non-financial information allows for different, but acceptable,
in accordance with the approved standard for assurance measurement techniques and can affect comparability between
engagements in Malaysia, International Standard on Assurance entities and over time.
Engagements (“ISAE”) 3000 "Assurance Engagements Other
Than Audits or Reviews of Historical Financial Information". This The reporting criteria used for the reporting of the Selected
standard requires that we comply with ethical requirements, and Information is Digi’s internal sustainability reporting guidelines
plan and perform the assurance engagement under consideration and procedures by which the Selected Information is gathered,
of materiality to express our conclusion with limited assurance. collated and aggregated internally.
The accuracy of the Selected Information is subject to inherent Main Assurance Procedures
limitations given their nature and methods for determining,
calculating and estimating such data. Our work, which involved no independent examination of any
of the underlying financial information, included the following
Our limited assurance report should therefore be read in connection procedures:
with Digi's sustainability reporting guidelines and procedures on
the reporting of its sustainability performance. • Inquiries of personnel responsible for the Selected Information
reported in Digi Integrated Annual Report 2020 regarding
In a limited assurance engagement, the evidence gathering the processes to prepare the said report and the underlying
procedures are more limited than for a reasonable assurance controls over those processes;
engagement, and therefore less assurance is obtained than in a • Inquiries of personnel responsible for data collection at the
reasonable assurance engagement. corporate, division and operation unit level for the Selected
Information;
182 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Conclusion
Corporate Information
BOARD OF DIRECTORS
Haakon Bruaset Kjoel Yasmin Binti Aladad Khan Randi Wiese Heirung
Chair, Non-Independent Non- Independent Non-Executive Director Non-Independent Non-Executive Director
Executive Director (Appointed on 15 October 2020)
Vimala V.R. Menon
Tan Sri Saw Choo Boon Independent Non-Executive Director Wenche Marie Agerup
Senior Independent Non-Executive Non-Independent Non-Executive Director
Director Lars Erik Tellmann (Appointed on 15 October 2020)
Non-Independent Non-Executive Director
AUDIT AND RISK COMMITTEE Senior Independent Tricor’s Customer Service Centre
Non-Executive Director Unit G-3, Ground Floor
Vimala V.R. Menon
Vertical Podium, Avenue 3
Chair, Independent Non-Executive Director Tan Sri Saw Choo Boon
Bangsar South, No. 8 Jalan Kerinchi
Email: [email protected]
59200 Kuala Lumpur
Tan Sri Saw Choo Boon
Malaysia
Senior Independent Non-Executive Director SECRETARIES
Choo Mun Lai (MAICSA No. 7039980) AUDITORS
Yasmin Binti Aladad Khan
(SSM PC No. 201908001003)
Independent Non-Executive Director Messrs Ernst & Young PLT
Chartered Accountants
Tai Yit Chan (MAICSA No. 7009143)
Randi Wiese Heirung Level 23A, Menara Milenium
(SSM PC No. 202008001023)
Non-Independent Non-Executive Director Jalan Damanlela, Pusat Bandar Damansara
50490 Kuala Lumpur
DOMICILE AND COUNTRY OF
NOMINATION COMMITTEE Malaysia
INCORPORATION
Tel : 03-7495 8000
Tan Sri Saw Choo Boon
Malaysia Fax : 03-2095 5332
Chair, Senior Independent Non-Executive
Director
REGISTERED OFFICE STOCK EXCHANGE LISTING
Yasmin Binti Aladad Khan 12th Floor, Menara Symphony Main Market of Bursa Malaysia Securities
Independent Non-Executive Director No. 5, Jalan Professor Khoo Kay Kim Berhad
Seksyen 13, 46200 Petaling Jaya Listed on : 18 December 1997
Haakon Bruaset Kjoel Selangor Darul Ehsan Stock Name : DIGI
Non-Independent Non-Executive Director Malaysia Stock Code : 6947
Tel : 03-7890 4800
REMUNERATION COMMITTEE Fax : 03-7890 4650 PRINCIPAL BANKERS
E-mail : Boardroom-KL@
Haakon Bruaset Kjoel CIMB Islamic Bank Berhad
boardroomlimited.com
Chair, Non-Independent Non-Executive Sumitomo Mitsui Banking Corporation
Web : www.boardroomlimited.com
Director Malaysia Berhad
MUFG Bank (Malaysia) Berhad
SHARE REGISTRARS
Yasmin Binti Aladad Khan RHB Bank Berhad
Independent Non-Executive Director Tricor Investor & Issuing House Services Standard Chartered Bank Malaysia Berhad
Sdn Bhd OCBC Bank (Malaysia) Berhad
Wenche Marie Agerup Unit 32-01, Level 32, Tower A
Non-Independent Non-Executive Director Vertical Business Suite, Avenue 3
Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Malaysia
Tel : 03-2783 9299
Fax : 03-2783 9222
E-mail : [email protected]
Web : www.tricorglobal.com
184 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
Corporate Directory
List of Properties
As at 31 December 2020
Net Book
Age of Value as at
Date of Building 31.12.2020
No. Location Tenure Description / Existing Use Acquisition Area (Years) RM’000
1 H.S. (D) No 92086 & 92087 Freehold Land with a building / 29.12.1997 22,529 sq ft 21 521
P.T. No 9 & No.10 Telecommunications Centre
Pekan Seremban Jaya
Daerah Seremban, Negeri Sembilan
2 Unit No 202-4-11 Freehold Apartment / Housing base 26.01.1995 802 sq ft 23 66
Sri Bandar Besi transceiver equipment
Jalan Sungai Besi
Sungai Besi, Kuala Lumpur
3 Unit No C16-2 Freehold Apartment / Housing base 04.02.1995 2,249 sq ft 25 350
Indera Subang UEP transceiver equipment
Jalan UEP 6/2L
UEP Subang Jaya, Petaling Jaya
Selangor
4 No 1-16.2, 16th Floor Freehold Apartment / Housing base 25.01.1995 1,249 sq ft 24 131
Union Height, Taman Yan transceiver equipment
Jalan Klang Lama, Kuala Lumpur
5 3rd Floor Freehold Apartment / Housing base 29.03.1995 1,319 sq ft 23 50
Unit Pt 4888/4786 C transceiver equipment
Block TC-14
Taman Sri Gombak
Jalan Batu Caves, Selangor
6 4572, 7th Floor Freehold Apartment / Housing base 07.02.1995 1,115 sq ft 23 102
Sri Jelatek Condominiums transceiver equipment
Section 10, Wangsa Maju
Kuala Lumpur
7 32, PLO 151 Jln Angkasa Mas Utama Leasehold Land with a building / 12.05.1995 1.58 acres 24 1,029
Kawasan Perindustrian Tebrau II 30 years lease Telecommunications Centre
81100 Johor Bahru, Johor (expiring in 2023)
8 HS (D) 77, No. P.T. PTBM/A/081 Leasehold Land with a building / 23.03.1995 1 acre 44 1,244
Mukim 1, Kawasan Perusahaan 60 years Telecommunications Centre
Perai, District Seberang Perai (expiring in 2033)
Tengah, Pulau Pinang
9 Lot 36, Sedco Light Industrial Leasehold Land with a building / 12.06.1995 0.938 acre 38 1,402
Estate, Jalan Kelombong 60 years Telecommunications Centre
Kota Kinabalu, Sabah (expiring in 2034)
10 Lot 1220, Section 66 Leasehold Land with a building / 15.08.1995 4,124 sq ft 23 1,202
Kuching Town 60 years Telecommunications Centre
Land District, Sarawak (expiring in 2036)
11 No 112, Semambu Industrial Estate Leasehold Land with a building / 07.07.1995 4 acres 36 1,364
Kuantan, Pahang 66 years Telecommunications Centre
(expiring in 2041)
12 Unit No M803 Leasehold Apartment / 22.03.1995 1,100 sq ft 27 81
8th Floor, Sunrise Park 99 years Housing base transceiver
Ampang, Kuala Lumpur (expiring in 2088) equipment
13 H.S.(D) 12776, P.T. No. 15866 Leasehold Land with a building / 07.08.1996 7.5 acres 25 4,898
Mukim Bentong 99 years Earth Station Complex
District of Bentong, Pahang (expiring in 2091)
14 Plot D-38 Leasehold Land with Fixed Line 14.11.1997 25,521 sq ft 21 331
Taman Industri Prima Kota Fasa 1 99 years switch and base transceiver
Sector 3, Bandar Indera Mahkota (expiring in 2097) station
Kuantan, Pahang
186 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
List of Properties
As at 31 December 2020
Net Book
Age of Value as at
Date of Building 31.12.2020
No. Location Tenure Description / Existing Use Acquisition Area (Years) RM’000
15 Ptd 1490, Mukim Of Jemaluang Leasehold Land with 17.08.1999 40,000 sq ft 19 97
District Of Mersing 99 years trunk station
Johor (expiring in 2098)
16 PN 89926, Lot 191363 Leasehold Land with a building / 15.07.1999 5,942 sq ft 19 179
Mukim Hulu Kinta 90 years Telecommunications Centre
Daerah Kinta, Perak (expiring in 2081)
17 Lot No 54, Jalan 6/2 Leasehold Land with a building / 23.05.2000 18,050 sq ft 29 1,571
Kawasan Perindustrian Seri Kembangan 99 years Telecommunications Centre
43000 Seri Kembangan, Selangor (expiring in 2091)
18 Lot 2728 Miri Concession Land District Leasehold Land with cabin container / 29.09.2000 4,937 sq m N/A 718
Lopeng, Miri, Sarawak 60 years Telecommunications Centre
(expiring in 2027)
19 Lot 10, Jalan Delima 1/1 Freehold Land with a building 19.07.2001 284,485 sq ft 13 65,860
Subang Hi-Tech Industrial Park
40000 Shah Alam, Selangor
20 No. 24, Jalan KIP 7 Freehold Land with a building / 21.08.2002 17,847 sq ft 22 2,779
Taman Perindustrian KIP Telecommunications Centre
52200 Kuala Lumpur
21 Lot 42, Jalan Delima 1/1 Freehold Parking Lot 28.04.2008 (Title 91,676 sq ft N/A 8,234
Subang Hi-Tech Industrial Park transferred date)
40000 Shah Alam, Selangor
22 Lot 43, Jalan Delima 1/1 Freehold Land with a building / 06.04.2008 (Title 92,142 sq ft 9 61,803
Subang Hi-Tech Industrial Park Telecommunications Centre transferred date)
40000 Shah Alam, Selangor
23 13-1st Floor Gemilang Indah Freehold Apartment unit 26.10.2009 935 sq ft 28 108
Condominium
Geran Mukim 2227/M1/2/7
Lot 295, Sek 98, Bandar KL
Wilayah Persekutuan
24 H.S.(M) 26928 PT 180 Pekan Serdang Leasehold Land with a building / 03.03.2009 1803 sq m 23 3,801
Tempat Seri Kembangan 90 years Telecommunications Centre
Daerah Petaling, Selangor (expiring in 2099)
25 Title No. PN 89925, Lot 191362 Leasehold Land with a building / 21.09.2009 358 sq m 18 636
No.4, Hala Perusahaan Kledang U5 90 years Telecommunications Centre
Kawasan Perusahaan Menglembu (expiring in 2099)
Daerah Kinta, Perak
158,555
Notes:
The Group does not adapt a revaluation policy on landed properties.
N/A denotes “Not Applicable”
Telecommunications Centre Under Rented Properties
1 Site No. 10341 - MSH Lot 30 SHT 2 Site No. 40521 - MMG Menglembu
Landlord : Ng Lee Lin Landlord : Jubli Raya Sdn Bhd
3 Site No. 10251 - MKL KL Plaza 4 Site No. 90142 - MSB Sibu
Landlord : Sinar Merdu Sdn Bhd Landlord : Lee Yau Poh
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 187
In accordance with Practice Note 12 of MMLR of Bursa Securities, the details of recurrent related party transactions conducted
during the financial year ended 31 December 2020 pursuant to the shareholders’ mandate are disclosed as follows:-
Sales of
goods and Purchase of
Digi Group with Digi and/or
Nature of transaction undertaken by/ services goods and
the following its subsidiary
provided to Digi and/or its subsidiaries during the services during
related parties companies
financial year the financial year
RM’000 RM’000
Telenor Group of Companies
Telenor Group DTSB Business service costs, which include consultancy, 36,094
training programmes and advisory fees (“Business
Service Costs”)
Telenor Group DTSB Personnel services payable and professional fees 2,466 3,917
(“Professional Service”)
Telenor Group DTSB International Accounting Settlement. This refers 12,804 9,319
to an arrangement for interconnection services on
international traffic between foreign carriers
Notes:
1. Telenor Group refers to Telenor ASA and its subsidiary and related companies (including the associated companies). Telenor
ASA is the ultimate holding company of Digi.Com Berhad (Digi).
2. Digi Telecommunications Sdn Bhd (“DTSB”) is a wholly-owned subsidiary of Digi.
188 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
1Q 2Q 3Q 4Q
4.8 18.0
4.6 16.0
4.4 14.0
4.2 12.0
4.0 10.0
3.8 8.0
3.6 6.0
3.4 4.0
3.2 2.0
3.0 0
01-Jan-20
16-Jan-20
31-Jan-20
15-Feb-20
01-Mar-20
16-Mar-20
31-Mar-20
15-Apr-20
30-Apr-20
15-May-20
30-May-20
14-Jun-20
29-Jun-20
14-Jul-20
29-Jul-20
13-Aug-20
28-Aug-20
12-Sep-20
27-Sep-20
12-Oct-20
27-Oct-20
11-Nov-20
26-Nov-20
11-Dec-20
26-Dec-20
Share Price Daily Volume (RHS)
Our declining foreign shareholdings in 2020 was in line with Bursa Malaysia’s Kuala Lumpur Composite Index (KLCI) as foreign investors
re-balanced their country portfolios amid Covid-19 outbreak, slower-than-expected macroeconomic recovery and prevailing political
risks in Malaysia.
11.5%
11.2%
11.0% 10.8% 10.8%
10.7% 10.8% 10.8% 10.7% 10.7%
10.6% 10.5%
Jan’20 Feb’20 Mar’20 Apr’20 May’20 Jun’20 Jul’20 Aug’20 Sep’20 Oct’20 Nov’20 Dec’20
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 189
Statistics on Shareholdings
As at 16 March 2021
Remark:
* Less than 5% of issued shares
** 5% And above of issued shares
Number of Shares
Direct Deemed
Name Interest % Interest %
Notes:
(a)
Deemed interested by virtue of its 100% interest in Telenor Asia Pte Ltd.
(b)
Deemed interested by virtue of its 100% interest in Telenor Mobile Communications AS.
(c)
Deemed interested by virtue of its 100% interest in Telenor Mobile Holding AS.
190 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
NOTICE IS HEREBY GIVEN THAT the Twenty-Fourth Annual General Meeting (“24th AGM”) of Digi.Com Berhad (“the Company”) will be
conducted on a fully virtual basis through live streaming and online voting via the Remote Participation and Electronic Voting (“RPEV”)
Facilities, for the purpose of considering and if thought fit, passing the following resolutions set out in this notice:
AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December 2020 and the (Please refer to Note 1 of
Reports of the Directors and Auditors thereon. the Explanatory Notes)
2. To re-elect Ms Yasmin Binti Aladad Khan who retires by rotation pursuant to Article 98(A) of the Resolution 1
Company’s Articles of Association and being eligible, has offered herself for re-election. (Please refer to Note 2 of
the Explanatory Notes)
Tan Sri Saw Choo Boon who also retires by rotation in accordance with Article 98(A) of the Company’s
Articles of Association, has expressed his intention not to seek for re-election. Hence, he will retain his
office as Director until the conclusion of the 24th AGM.
Consequently, Tan Sri Saw Choo Boon who has served the Board as a Senior Independent Non-
Executive Director of the Company for a cumulative term of more than nine (9) years since 9 December
2010 has also expressed his intention not to seek for re-election. Hence, he will retain his office as a
Senior Independent Non-Executive Director of the Company until the conclusion of the 24th AGM.
3. To re-elect the following Directors who are to retire pursuant to Article 98(E) of the Company’s Articles
of Association and being eligible, have offered themselves for re-election:
4. To approve the payment of Directors’ fees of up to RM900,000.00 for the Independent Non-Executive Resolution 4
Directors and benefits payable to the Directors up to an aggregate amount of RM16,000.00 from the
date of the forthcoming 24th AGM until the next AGM of the Company.
5. To re-appoint Messrs. Ernst & Young PLT as Auditors of the Company and to authorise the Directors to Resolution 5
fix their remuneration.
194 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
As Special Business
To consider and, if deemed fit, to pass the following resolutions:-
That, subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent
related party transactions of a revenue or trading nature with Telenor and persons connected with
Telenor as specified in Section 2.3 of the Circular to Shareholders dated 15 April 2021, which are
necessary for the day-to-day operations and/or in the ordinary course of business of the Company and
its subsidiaries on terms not more favourable to the related parties than those generally available to
the public and are not detrimental to the minority shareholders of the Company and that such approval
shall continue to be in force until:
(i) the conclusion of the next AGM of the Company following the forthcoming AGM at which
the Proposed Shareholders’ Mandate shall be passed, at which time it will lapse, unless by a
resolution passed at a general meeting, the authority conferred by this resolution is renewed;
(ii) the expiration of the period within which the next AGM of the Company is required to be held
pursuant to Section 340(2) of the Companies Act 2016 (but shall not extend to such extension as
may be allowed pursuant to Section 340(4) of the Companies Act 2016); or
whichever is earlier.
And that the Directors of the Company be and are hereby authorised to complete and do all such
acts and things (including executing all such documents as may be required) as they may consider
expedient or necessary to give effect to the Proposed Shareholders’ Mandate.”
AND THAT the Directors of the Company be and are hereby authorised to do all acts, deeds and
things as are necessary and/or expedient in order to give full effect to the Proposed Amendments
to the existing Articles of Association of the Company with full powers to assent to any conditions,
modifications, variations and/or amendments as may be required by any relevant authorities.”
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 195
As Other Business
8. To transact any other business of which due notice has been given in accordance with the Companies Act 2016 and the Company’s
Articles of Association.
(A) NOTES
(i) Due to the on-going Movement Control Order and as part of the continuing measures to stem the spread of the Coronavirus
Disease (COVID-19), the 24th AGM of the Company will be conducted on a fully virtual basis through live streaming and
online voting using RPEV facilities at https://web.lumiagm.com The procedures for members to register, participate and vote
remotely via the RPEV facilities are provided in the Administrative Guide for the 24th AGM.
(ii) Please follow the procedures set out in the Administrative Guide for the 24th AGM which is available on the Company’s
website at www.digi.com.my/annualreport to register, attend, speak (in the form of real time submission of typed texts) and
vote (collectively, “participate”) remotely via the RPEV facilities.
(iii) The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires
the Chair of the 24th AGM of the Company to be present at the main venue in Malaysia. Shareholders/Proxies/Corporate
Representatives WILL NOT BE ALLOWED to attend the 24th AGM in person at the Broadcast Venue on the day of the
meeting. Any Shareholders or Proxies or Corporate Representatives who turn up at the Broadcast Venue would be requested
to leave the venue politely.
(iv) In respect of deposited securities, only Shareholders whose names appear on the Record of Depositors on 4 May 2021
(General Meeting Record of Depositors) shall be eligible to attend, participate, speak and/or vote at the meeting.
(v) A shareholder entitled to participate at the 24th AGM is entitled to appoint not more than two (2) proxies to participate on his/
her behalf. Where a Shareholder appoints more than one (1) proxy, the appointment shall not be valid unless he/she specifies
the proportions of his/her shareholdings to be represented by each proxy.
(vi) A proxy or attorney need not be a Shareholder of the Company. There shall be no restriction as to the qualification of the
proxy. A proxy appointed to participate at the meeting shall have the same rights as the Shareholder to speak at the Meeting.
(vii) Where a Shareholder of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (omnibus account) as defined under the Securities Industry (Central
Depositories) Act 1991, there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint
in respect of each omnibus account it holds.
(viii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing,
and in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
(ix) The instrument appointing a proxy together with the power of attorney (if any) or a certified copy thereof must be deposited
at the Poll Administrator’s Office, Boardroom Share Registrars Sdn. Bhd. at Ground Floor or 11th Floor, Menara Symphony
196 DIGI.COM BERHAD At A Glance Message To Shareholders Strategies To Create Value How We Create Value
No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya Selangor Darul Ehsan at least forty-eight (48) hours before
the time appointed for the holding of the meeting or adjourned meeting , otherwise the instrument of proxy should not be
treated as valid. Alternatively, the Form of Proxy can be submitted electronically via https://boardroomlimited.my before the
proxy form submission cut-off time as mentioned in the above. For further information on the electronic submission of Form
of Proxy, kindly refer to the annexure of the Administrative Details.
(x) Any Notice of Termination of Authority to act as Proxy must be received by the Company at least forty-eight (48) hours before
the time appointed for the holding of the meeting or adjourned meeting, failing which, the termination of the authority of a
person to act as proxy will not affect the following in accordance with Section 338 of the Companies Act 2016:-
(xi) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions
set out in the Notice of AGM will put to vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed
to conduct the polling process and verify the results of the poll respectively.
1. Audited Financial Statements for the financial year ended 31 December 2020
The Audited Financial Statements under Item 1 of the Agenda are laid in accordance with Section 340(1)(a) the Companies
Act 2016 for discussion only. They do not require shareholders’ approval and hence, this agenda item will not be put forward
for voting.
2. Tan Sri Saw Choo Boon does not seek for re-election as a Director and Senior Independent Non-Executive Director
Tan Sri Saw Choo Boon had on 10 February 2021 informed of his intention not to seek for re-election as Director and Senior
Independent Non-Executive Director, after having served on the Board for a cumulative term of more than nine (9) years since
his appointment as Director of the Company on 9 December 2010.
Hence, he will retain his office as Director and Senior Independent Non-Executive Director until the conclusion of the 24th
AGM, and will retire in accordance with Article 98(A) of the Company’s Articles of Association.
Ordinary Resolution 6 proposed under item 6 of the Agenda, if passed, will allow the Company and its subsidiaries (“Group”)
to enter into recurrent related party transactions, in accordance with paragraph 10.09 of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad, without the necessity to convene separate general meetings from time to time to
seek shareholders’ approval as and when such recurrent related party transactions occur. This would reduce substantial
administrative time and expenses associated with the convening of such meetings without compromising the corporate
objectives of the Group or affecting the business opportunities available to the Group. The shareholders’ mandate is subject
to renewal on an annual basis.
This Special Resolution proposed under item 7 of the Agenda, if passed, will allow the Company to enhance administrative
efficiency and will not have any effect on the issued share capital, substantial shareholders’ shareholdings, net assets,
gearing or earnings of the Company.
Governance Audited Financial Statements Other Information INTEGRATED ANNUAL REPORT 2020 197
The Proposed Amendments to the Articles of Association of the Company shall take effect once it has been passed by a
majority of not less than seventy-five percent (75%) of such members of the Company who are entitled to participate in
person or by proxy at the 24th AGM.
Please refer to the Circular to Shareholders dated 15 April 2021 for further information.
Address:
Tel. No.: Email Address:
*And/or
Address:
Tel. No.: Email Address:
*And/or
or failing him/her, the *Chair of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty-Fourth Annual General Meeting (“24th AGM”) of
the Company will be conducted on a fully virtual basis through live streaming and online voting via the Remote Participation and Electronic Voting (“RPEV”)
Facilities at the Broadcast Venue Studio, Digi Telecommunications Sdn Bhd, Lot 10, Jalan Delima 1/1, Subang Hi-Tech Industrial Park, 40000 Subang Jaya,
Selangor Darul Ehsan, Malaysia on Tuesday, 18 May 2021 at 10.00 a.m. or any adjournment thereof.
This proxy is to vote on the resolutions set out in the Notice of the Meeting, as indicated with an ‘X’ in the appropriate spaces below. If no specific direction
as to voting is given, the proxy will vote or abstain from voting at his/her discretion.
Item No.Agenda
1. To receive the Audited Financial Statements for the financial year ended 31 December 2020 and the Reports of the Directors and Auditors
thereon.
Resolution For Against
2. To re-elect Puan Yasmin Binti Aladad Khan as Director who is to retire pursuant to Article 98(A) of the 1
Company’s Articles of Association.
3. i. To re-elect Ms Randi Wiese Heirung as a Director who is to retire pursuant to Article 98(E) of the 2
Company’s Articles of Association.
ii. To re-elect Ms Wenche Marie Agerup as a Director who is to retire pursuant to Article 98(E) of the 3
Company’s Articles of Association.
4. To approve the payment of Directors’ fees and benefits payable to the Independent Non-Executive 4
Directors.
5. To re-appoint Messrs. Ernst & Young PLT as Auditors of the Company and to authorise the Directors 5
to fix their remuneration.
Special Business
6. Ordinary Resolution: 6
Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature, to be entered with Telenor ASA and Persons Connected with Telenor.
7. Special Resolution: Special
The Proposed Amendments to the Articles of Association is administrative in nature and will not have Resolution
any effect on the issued share capital, substantial shareholders’ shareholdings, net assets, gearing or
earnings of the Company.
Tel. No.
Notes:
(i) Due to the on-going Movement Control Order and as part of the continuing measures to stem the spread of the Coronavirus Disease (COVID-19), the 24th AGM of
the Company will be conducted on a fully virtual basis through live streaming and online voting using RPEV facilities at https://web.lumiagm.com. The procedures for
members to register, participate and vote remotely via the RPEV facilities are provided in the Administrative Guide for the 24th AGM. This is set out in the Administrative
Guide for the 24th AGM which is available on the Company’s website at www.digi.com.my/annualreport to register, attend, speak (in the form of real time submission
of typed texts) and vote (collectively, participate) remotely via the RPEV facilities.
(ii) The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chair of the 24th AGM of the Company
to be present at the main venue in Malaysia. Shareholders/Proxies/Corporate Representatives WILL NOT BE ALLOWED to attend the 24th AGM in person at the
Broadcast Venue on the day of the meeting. Any Shareholders or Proxies or Corporate Representatives who turn up at the Broadcast Venue would be requested to
leave the venue politely.
(iii) In respect of deposited securities, only Shareholders whose names appear on the Record of Depositors on 4 May 2021 (General Meeting Record of Depositors) shall
be eligible to attend, participate, speak and/or vote at the meeting.
(iv) A shareholder entitled participate at the 24th AGM is entitled to appoint not more than two (2) proxies to participate on his/her behalf. Where a Shareholder appoints
more than one (1) proxy, the appointment shall not be valid unless he/she specifies the proportions of his/her shareholdings to be represented by each proxy.
(v) A proxy or attorney need not be a Shareholder of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to participate at the
meeting shall have the same rights as the Shareholder to speak at the Meeting.
(vi) Where a Shareholder of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities
account (omnibus account) as defined under the Securities Industry (Central Depositories) Act 1991, there shall be no limit to the number of proxies which the Exempt
Authorised Nominee may appoint in respect of each omnibus account it holds.
Affix
Stamp
Here
(vii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, and in the case of a corporation, either
under its common seal or under the hand of an officer or attorney duly authorised.
(viii) The instrument appointing a proxy together with the power of attorney (if any) or a certified copy thereof must be deposited at the Poll Administrator’s Office,
Boardroom Share Registrars Sdn. Bhd. at Ground Floor or 11th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13, 46200 Petaling Jaya Selangor
Darul Ehsan at least forty-eight (48) hours before the time appointed for the holding of the meeting or adjourned meeting , otherwise the instrument of proxy should
not be treated as valid. Alternatively, the Form of Proxy can be submitted electronically via https://boardroomlimited.my before the proxy form submission cut-off time
as mentioned in the above. For further information on the electronic submission of Form of Proxy, kindly refer to the annexure of the Administrative Details.
(ix) Any Notice of Termination of Authority to act as Proxy must be received by the Company at least forty-eight (48) hours before the time appointed for the holding of the
meeting or adjourned meeting, failing which, the termination of the authority of a person to act as proxy will not affect the following in accordance with Section 338 of
the Companies Act 2016:-
a. the constitution of the quorum at such meeting;
b. the validity of anything he/she did as Chair of such meeting;
c. the validity of a poll demanded by him/her at such meeting; or
d. the validity of the vote exercised by him/her at such meeting.
(x) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of AGM will put to
vote by way of poll. Poll Administrator and Independent Scrutineers will be appointed to conduct the polling process and verify the results of the poll respectively.