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annual report 2012

AIMING FOR GREATER HEIGHTS DRAWING ON OUR STRENGTHS

To be the leading and preferred offshore marine operator for the upstream oil & gas industry in the region.

GROUP VISION

01Annual Report 2012

CONTENTS02 Corporate Information 04 Group Structure 05 Financial Highlights 08 Board of Directors 10 Directors’ Profile 22 Management Team26 Managing Director’s Message 31 Corporate Responsibility

34 Audit & Risk Management Committee Report 36 Statement on Corporate Governance 43 Statement of Risk Management and Internal Control 45 Financial Statements 128 List of Properties 129 Statistical Report 133 Notice of Annual General Meeting • Proxy Form

AIMING FOR GREATER HEIGHTSDRAWING ON OUR STRENGTHSAs a newly rejuvenated entity, Perdana Petroleum has its sights set firmly on a brighter future. Propelled forward by a strengthened balance sheet, an expanding young fleet, higher vessel utilisation, sizeable contract wins and a renewed confidence, we are today strongly positioned to return towards profitability. Going forward, we will leverage on the improving business environment, our focused strategies, our proven OSV expertise and our team of dynamic professionals to make strong strides forward.

The cover of our 2012 Annual Report shows the course taken by the Group (represented by our corporate logo) as we move forward to greater heights. Having weathered the storms, we will now draw on our strengths as we continue our growth.

02 Perdana Petroleum Berhad

CorporateINfORmATION


Board of directors

Capt Surya HidayatManaging Director

Shamsul Saad Executive Director

Dato’ Kho Poh EngExecutive Director

Koh Pho WatExecutive Director

Soon Fook KianExecutive Director

Ganesan Sundaraj Independent Non-Executive Director

Raja Anuar Raja Abu Hassan Independent Non-Executive Director

Idris ZaidelIndependent Non-Executive Director

Hamdan RasidNon-Independent Non-Executive Director

Leong Pooi WahIndependent Non-Executive Director

Ling Suk KiongNon-Independent Non-Executive Director

Bailey Kho Chung SiangNon-Independent Non-Executive Director

company secretary

Leong Oi Wah(mAICSA 7023802)

audit & risk management committee

Ganesan SundarajChairman

Idris ZaidelMember

Raja Anuar Raja Abu HassanMember

Leong Pooi WahMember

remuneration committee

Idris ZaidelChairman

Ganesan Sundaraj Member

Raja Anuar Raja Abu Hassan Member

Dato’ Kho Poh EngMember

nomination committee

Raja Anuar Raja Abu Hassan Chairman

Ganesan Sundaraj Member

Idris Zaidel Member

registered office & Headquarters

No. 6-8, Jalan Seri Utara 1, Seri Utara, Batu 7, Jalan Ipoh, 68100 Kuala LumpurTel No. : +603-6257 1111facsimile No : +603-6257 7708E-mail : [email protected] : www.perdana.my

auditors

crowe Horwath (Af 1018)

Chartered Accountants Level 16, Tower C, megan Avenue II12, Jalan Yap Kwan Seng 50450 Kuala Lumpur

sHare registrar

tricor investor services sdn BhdLevel 17, The Gardens North Towermid Valley City, Lingkaran Syed Putra59200 Kuala LumpurTel No. : 03-2264 3883fax No. : 03-2282 1886

03Annual Report 2012 03Annual Report 2012

principal Bankers

HsBc Bank malaysia Berhad (127776-V)

cimB Bank Berhad (13491-P)

Hong leong Bank Berhad (97141-X)

ocBc Bank (malaysia) Berhad (295400-W)

malayan Banking Berhad (3813-K)

united overseas Bank (malaysia) Berhad (271809-K)

solicitors

messrs. chris lim ting & partnersT109, 3rd floorCentrepoint Bandar UtamaNo. 3 Lebuh Bandar Utama47800 Petaling JayaSelangor

messrs. adnan sundra & lowLevel 11, menara OlympiaNo. 8 Jalan Raja Chulan50200 Kuala Lumpur

messrs. ranjit ooi & robert lowNo. 53 Jalan maarof, Bangsar59000 Kuala Lumpur

messrs. sidek teoh Wong & dennisLevel 32 menara TH Perdana1001 Jalan Sultan Ismail50250 Kuala Lumpur

messrs. Wong Beh & tohLevel 19 West BlockWisma Selangor Dredging142-C Jalan Ampang50450 Kuala Lumpur

stock excHange listing

main market of Bursa malaysia securities Berhad

Sector : Trading/ServicesStock Code : 7108Stock Name : PERDANA


GroUpSTRUCTURE

Intra Oil Services Berhad100% Asiaway Sdn Bhd*100%

Kovan marine Sdn Bhd*100%

Perdana marine Offshore Pte Ltd100% Osam marine Sdn Bhd*100%

Perdana Pluto Ltd100%

malawi marine Sdn Bhd*100%

Ampangship marine Sdn Bhd100%

Petra Offshore Ltd100%

Perdana mercury Ltd100%

Perdana Venus Ltd100%

Perdana Jupiter Ltd100%

Odin Explorer Navigation Ltd100%

Petra Teknik Sdn Bhd100%

Petra Asia Ltd100%

Perdana Neptune Ltd100%

Perdana Saturn Ltd100%

Perdana Nautika Sdn Bhd55%

Petra marine Australia Pty Ltd*55%

Geoseas Technologies Ltd51%

* In the process of winding up.


FINaNCIaLHIGHLIGHTS

* Restated due to prior year adjustments by an associate.

RM

’ Mill

ion

RM

’ Mill

ion

RM

’ Mill

ion

RM

turnoVer

sHareHolders’ fund

net profit

net assets per sHare

’08

’08

’08

’08

’09

’09

’09

’09

’10

’10

’10

’10

’11

’11

’11

’11

’12

’12

’12

’12

694.

3

87.7

545.

6

1.83

605.

7

29.3

563.

7

1.89

254.

9

(67.

7)*

508.

3*

1.13

*

255.

9

(69.

2)

470.

4

0.95

259.

5

(3.7

)

459.

2

0.93


A STEADFAST RESILIENCELike the steel structure of a crane that is built to withstand heavy loads and resist strong gusts of winds at great heights, Perdana Petroleum too is drawing on its strength from within with a steadfast resilience to brave the challenges ahead. As we aim for greater heights in our chosen fields of expertise, we will remain nimble, maintain our flexibility and be prudent in the conduct of our operations.


BoarD oFDIRECTORS


soon fook kianExecutive Director

idris ZaidelIndependent Non-Executive Director

Hamdan rasidNon-Independent

Non-Executive Directorcapt surya Hidayat

managing Director

ling suk kiongNon-Independent

Non-Executive Directordato’ kho poh eng

Executive Director


shamsul saadExecutive Director

koh pho WatExecutive Director

raja anuar raja abu HassanIndependent Non-Executive Director

Bailey kho chung siang

Non- Independent Non-Executive Director

ganesan sundaraj

Independent Non-Executive Director

leong pooi WahIndependent Non-Executive Director


capt surya Hidayat, a malaysian, aged 61, was appointed as an Independent Non-Executive Director and Chairman of Perdana Petroleum Berhad (“Perdana Petroleum” or “PPB”) on 4 february 2010. He was then appointed to the Audit Committee but relinquished the positions of Chairman and member of Audit Committee upon his appointment as Executive Director of PPB on 23 April 2010. On 11 April 2013, he took on the position of managing Director of PPB. He holds a master mariner Class 1 (master foreign Going) from the United Kingdom.

During the period from 1970-1980, he held various positions on board foreign going vessels under different flags. He was engaged by Kontena Nasional in 1980 and left to join Sarawak Shell Berhad (“Shell”) in 1981, where he held various management positions in the marine, supply base operations, logistics and procurement divisions. He was assigned various postings overseas, including the United Kingdom, Nigeria, Oman and Holland.

He also held a number of senior management positions in Shell. His last posting prior to his retirement in february 2010 was that of Contracting & Procurement Country manager for Shell malaysia Exploration & Production.

Capt Surya was also a member of the Board of Trustees for four of Shell’s pension funds for a period of nine years.

He does not have any family relationships with any member of the Board or major shareholder of PPB. He does not have any conflict of interest with PPB and neither has he been convicted of any offence within the past 10 years.

capt surya Hidayatmanaging Director

DIreCtors’PROfILE



dato’ kHo poH eng, a malaysian, aged 56, was appointed as an Executive Director of Perdana Petroleum on 4 february 2010. He holds a Bachelor of Commerce (Honours) from the University of Dalhousie, Nova Scotia, Halifax, Canada. He is a member of the Remuneration Committee of PPB.

Dato’ Kho started his career with a private limited company involved in crude oil quality and quantity survey of petroleum products in 1981 and left in September 1983 to join f.E. Zuellig (m) Sdn Bhd as its Branch manager responsible for business development in East malaysia. He was one of the co-founders of Damai Teknik Sdn Bhd in 1988 providing maintenance, engineering and manpower services for the upstream oil & gas industry in the country. His role in Damai Teknik includes providing management and technical services to Petra Resources Sdn Bhd (“PRSB”) since the founding of PRSB in 1988.

He joined PPB as Senior General manager in 2000, and spearheaded the listing exercise of PPB, the transfer of the Company’s listing from the Second Board to the main Board of Bursa malaysia Securities Berhad (“Bursa malaysia”) in January 2003, and the listing of Petra Energy Berhad on the main Board of Bursa malaysia in July 2007. As the Senior General

manager, he was also instrumental in the development and management of the PPB Group’s corporate and finance services. He has been key to various corporate exercises involving the PPB Group, such as acquisition of companies, vessels and integrated services for brown field projects.

His brother, Koh Pho Wat, is an Executive Director of PPB. He does not have any conflict of interest with PPB and neither has he been convicted of any offence within the past 10 years.

dato’ kHo poH engExecutive Director


DIreCtors’PROfILE (CONT’D)


sHamsul saad, a malaysian, aged 49, was appointed as an Executive Director of Perdana Petroleum in July 2009 and subsequently on 20 April 2010 assumed the position of managing Director. He relinquished this position on 11 April 2013 and was re-designated to the position of Executive Director.

His oil & gas career started with Sarawak Shell Berhad in miri, where he held various positions from 1988 to 1994. Upon leaving Sarawak Shell, he became General manager of Techno Indah Sdn Bhd, a Kuok/Perlis Plantation joint venture with then malaysia Shipyard and Engineering. In 1996, he took up the position of managing Director of Oakwell Industries Sdn Bhd, an oil & gas equipment supplier and engineering maintenance services company.

He started his own company, Compact Ventures Sdn Bhd in 1999, to continue business in broadcast and multimedia design and systems integration as a follow up to his project work for the Kuala Lumpur Commonwealth Games 1998; today he still retains ownership of the company and remains its Executive Chairman.

Shamsul joined the PPB Group in 2001 with the Group’s major expansion in integrated brownfield services activities. Later he was the Executive Director for the Group’s main operating company at the time, Petra Resources Sdn Bhd. He was the primary driving force behind the development of PPB Group’s offshore marine business, which started with the acquisition of Intra Oil Services Berhad (“IOS”) in 2004. He became the Executive Director of IOS and oversaw the Group’s marine operations. He was instrumental in charting the strategic growth of offshore marine as a core business within the PPB Group and its expansion as a significant regional player. The growth of marine services as a major PPB core business enabled the Group to then list on Bursa malaysia its original core business into then subsidiary, Petra Energy Berhad.

He was the Vice President of malaysian Oil & Gas Services Council (“mOGSC”) from 22 April 2010 to 26 April 2012 after serving in its Executive Committee from 30 April 2008.

Shamsul Saad graduated from the University of florida, USA in 1986 with a bachelor’s degree in Chemical Engineering.


sHamsul saadExecutive Director




koH pHo Wat, a malaysian, aged 52, was appointed as an Executive Director of Perdana Petroleum on 4 february 2010.

He holds a Bachelor of Engineering (Industrial) from the Technical University of Nova Scotia, Halifax, Canada.

He is also the managing Director of Perdana marine Offshore Pte Ltd (“PmO”) and an Executive Director of Intra Oil Services Berhad (“IOS”), both wholly-owned subsidiaries and offshore marine operators of PPB. He is responsible for all vessels chartering and the development of new markets and ventures for the PPB Group.

Koh Pho Wat started his career with Sarawak Shell Berhad (“Shell”), a wholly-owned subsidiary of the Royal Dutch/Shell Group of Companies which is involved in the exploration and production of oil & gas. He spent 13 years with Shell and was involved in various areas of the upstream oil & gas industry including procurement, operations, logistics, project and materials management.

He joined the PPB Group in 1996 and held positions in areas covering sales of engineered equipment, project management, engineering & maintenance services, offshore marine and support services.

He was instrumental in developing PPB’s brownfield business with the inception of Transfield Petra JV and, through it, PPB’s first integrated maintenance contract from Shell Refinery Port Dickson. As the principal driver, he developed PPB’s integrated

brownfield services into a major core business by leveraging the capabilities of integrated maintenance into the Exxonmobil major turnkey retrofit contract and, subsequently, the initial Shell Topside major maintenance Hook Up and Commissioning contract. He has been a key management personnel at every significant milestone in the growth of PPB Group; and is one of the key members of the management team for the successful listing of PPB on Bursa malaysia.

His brother, Dato’ Kho Poh Eng, is an Executive Director of PPB. He does not have any conflict of interest with PPB and neither has he convicted of any offence within the past 10 years.

koH pHo WatExecutive Director




soon fook kian, a malaysian, aged 40, was appointed as an Executive Director of Perdana Petroleum on 12 December 2012. He holds a Diploma in Accountancy.

He began his career with an audit firm in 1995 and joined PPB in 1999 as Assistant Accounts manager. He was promoted to Accounts and finance manager in 2001, overseeing the financial operations and management reporting of the PPB Group. He was transferred to the Chief Executive Officer (“CEO”) office in 2005 to support the CEO on the daily management of PPB. Later in 2010, he was appointed as

the Executive Director of IOS, a wholly owned subsidiary of PPB, which is primarily responsible for most of PPB’s vessels’ chartering and operations. He held the position of General manager of the Corporate finance Department of Perdana Petroleum prior to his appointment as Executive Director.

Through the years of service in the PPB Group, Soon fook Kian has contributed significantly in the formation and growth of PPB in the areas of corporate development and advisory, acquisition, corporate exercises and fund raising, tax planning, vessels’ chartering and operations. He was also instrumental in the introduction of the off balance sheet vessel financing to the Group’s vessel expansion program started in 2006.


soon fook kianExecutive Director




ganesan sundaraj, a malaysian, aged 51, was appointed as an Independent Non-Executive Director of Perdana Petroleum on 4 february 2010. He is Chairman of the Audit & Risk management Committee and a member of the Nomination Committee and Remuneration Committee of PPB.

A Chartered Accountant by profession, he is a member of the malaysian Institute of Accountants, an associate member of the Chartered Institute of management Accountants and a Chartered Audit Committee Director (“CACD”) with the Institute of Internal Auditors malaysia.

He was attached to an international audit firm, Ernst & Young from 1981 to 1990 and has vast experiences in the corporate & restructuring disciplines. He also holds position as Director in Analabs Resources Berhad, Pan Asia Pacific Berhad, Promto Berhad, CHG Industries Berhad and Bukit Katil Resources Berhad.


ganesan sundarajIndependent Non-Executive Director




raja anuar raja aBu Hassan, a malaysian, aged 57, was appointed as an Independent Non-Executive Director of Perdana Petroleum on 18 march 2010. He is Chairman of the Nomination Committee and a member of the Audit & Risk management Committee and Remuneration Committee of PPB.

He is a Chartered Accountant by profession and is a member of the malaysian Institute of Accountants, a member of the malaysian Institute of Certified Public Accountants, a fellow of the Association of Chartered Certified Accountants and a Chartered member of the Chartered Institute of Internal Auditors.

During his career, he held senior positions in finance and internal audit in several public listed companies in various industry sectors. His broad working experience included, amongst others, holding positions as Internal Audit manager of PROTON Holdings; Commercial Accounting manager of Sime Darby Plantations; Head, Overseas Operations of malayan Banking Berhad; General manager, Internal Audit of Sapura Holdings and Director, Internal Audit of Golden Hope Plantations Berhad. He has considerable experience in the financial and reporting systems operating in a number of foreign countries, having served on numerous audit/non-audit related assignments in Asia, Europe, North America and North Africa. He also holds position as Independent Director in mSm malaysia Holdings Berhad.


raja anuar raja aBu HassanIndependent Non-Executive Director




idris Zaidel, a malaysian, aged 42, was appointed as an Independent Non-Executive Director of Perdana Petroleum on 23 April 2010. He is a member of the malaysian Bar Council and is a practicing lawyer with his own practice in Kuala Lumpur. He is the Chairman of the Remuneration Committee and a member of the Audit & Risk management Committee and Nomination Committee of PPB.

He obtained his degree in Kulliyah of Laws from International Islamic University, Kuala Lumpur in 1995 and began his legal career at the chambers of messrs. Adnan, Sundra & Low before moving on to work at messrs. md. Tajuddin & Co and messrs. Hisham, Sobri & Kadir and subsequently setting up his own firm, messrs. Idris Zaidel & Partners. His areas of expertise are in civil litigation, corporate, labour, banking and conveyancing laws.


idris ZaidelIndependent Non-Executive Director




Hamdan rasid, a malaysian, aged 53, was appointed as a Non-Independent Non-Executive Director of Perdana Petroleum on 20 July 2010.

He obtained his Degree in Accountancy from UiTm and is a member of the malaysian Institute of Accountants. He began his career as Senior Internal Audit with Bank Bumiputra malaysia Berhad (“BBmB”) from 1981 to 1987. He then joined BBmB Discount House in 1987 and served as the Deputy Chief

Executive until the year 2000. He was later promoted and appointed as the Vice President of Bumiputra Commerce Bank Berhad from year 2000 to 2001. In 2002, he was appointed as Vice President (Treasury & Investment) of Affin merchant Bank Berhad. He was also the Associate Consultant for Ciptaan Wawasan Sdn Bhd from 2005 to 2007. He is currently the General manager (fixed Income) of Investment Department in Lembaga Tabung Haji and a member of the Board of TH Properties Sdn Bhd.


Hamdan rasidNon-Independent Non-Executive Director




leong pooi WaH, a malaysian, aged 46, was appointed as an Independent Non-Executive Director of Perdana Petroleum on 12 December 2012. He was appointed a member of the Audit & Risk management Committee of PPB on 11 April 2013.

He is a Chartered Accountant with the Institute of Chartered Accountants in England and Wales. He has over 20 years of diverse experience in malaysia and overseas having commenced his career in 1990 in the United Kingdom (UK).

He holds a degree, BA (Honours) in Accounting Studies from UK and worked in UK and Singapore for a total of 7 years in the 90’s in 2 accounting firms. He returned to malaysia in the late 90’s before working in Ernst & Young, Kuala Lumpur for a total of 4 years.

He acquired and established his own audit firm in 2003 and currently is the managing Partner of the firm, Yong & Leonard based in Petaling Jaya Selangor, malaysia. Yong & Leonard have a wide range of clients including multi-national companies and companies listed on Bursa malaysia.


leong pooi WaHIndependent Non-Executive Director




ling suk kiong, a malaysian, aged 67, was appointed as a Non- Independent Non-Executive Director of Perdana Petroleum on 12 December 2012.

He is the founder of Dayang Enterprise Holdings Berhad’s Group of Companies (“Dayang Group”). He established Dayang Enterprise Sdn Bhd in 1980 and has been instrumental in the growth and development of the Dayang Group.

He brings with him more than thirty (30) years of experience in the Oil & Gas Industry and is mainly responsible for the overall strategic business direction of Dayang Group.

His career started in 1968 when he joined Kong Thai Sawmill (m) Sdn Bhd as Officer in Charge of the miri office. He was subsequently promoted to Assistant manager in 1969 and in 1977, he was again promoted to manager at Kong Thai Sawmill (m) Sdn Bhd. He subsequently went on to established the Dayang Group in 1980 and is presently the Executive Deputy Chairman of Dayang Enterprise Holdings Berhad.


ling suk kiongNon-Independent Non-Executive Director




Bailey kHo cHung siang, a malaysian, aged 52, was appointed as a Non- Independent Non-Executive Director of Perdana Petroleum on 12 December 2012.

He graduated in 1984 from the University of Canterbury, New Zealand with a bachelor of Commerce degree. He began his career in 1985 when he joined Hanafiah Raslan mohammad as an Audit Semi-Senior Officer. Subsequently in 1986, he took up the position as manager with Tan Jin Kok & Co and was appointed as Director with TJK Taxation and management Services in 1989.

In 1991, he joined Bumi Armada Navigation Sdn Bhd as finance manager and as Company Secretary of Bumi Armada Berhad. In 1997, he left and joined Oleander Enterprise Sdn Bhd as Personal Assistant to the Chairman. In 1999, he left and took up the position as Associate Consultant with TJK Taxation and management Services Sdn Bhd before joining Dayang Enterprise Sdn Bhd as the financial Controller in 2000.

He brings with him many years of experience in the field of finance and accounting. He is currently the head of Corporate Affairs and Joint Company Secretary of Dayang Enterprise Holdings Berhad and its subsidiaries, having assumed this position in 2008 and is responsible for overseeing the financial and secretarial aspects of Dayang Group.


Bailey kHo cHung siangNon-Independent Non-Executive Director



22 Perdana Petroleum Berhad22 Perdana Petroleum Berhad

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