Corporate Review - Media Prima Berhad

oard of directorsTan Sri Lee Lam ThyeIndependent Non-Executive DirectorTan Sri Lee Lam Thye, aged 60, a Malaysian, is anIndependent Non-Executive Director of Media Prima Berhad.He was appointed to the Board of Media Prima Berhadon 18 August 2003.Dato’ Abdul Mutalib binDatuk Seri Mohamed RazakChairmanDato’ Abdul Mutalib bin Datuk SeriMohamed Razak, aged 63, a Malaysian,is the Chairman of Media Prima Berhad.He is an Independent Non-ExecutiveDirector and was appointed to the Boardof Media Prima Berhad on 5 December2003. He was appointed as Non-ExecutiveChairman of Media Prima Berhad on14 March 2005.

Abdul Rahmanbin AhmadGroup Managing Director/Chief Executive OfficerEncik Abdul Rahman bin Ahmad,aged 37, a Malaysian, is theGroup Managing Director/ ChiefExecutive Officer of Media PrimaBerhad. He was appointed to theBoard of Media Prima Berhadon 22 October 2001.Shahril Ridzabin RidzuanNon-IndependentNon-Executive DirectorEncik Shahril Ridza bin Ridzuan,aged 36, a Malaysian, is aNon-Independent Non-ExecutiveDirector of Media Prima Berhad.He was appointed to the Boardof Media Prima Berhad on22 October 2001.Dato’ Dr Mohd Shaharibin Ahmad JabarIndependent Non-ExecutiveDirectorDato’ Dr Mohd Shahari bin Ahmad Jabar,aged 69, a Malaysian, is an IndependentNon-Executive Director of Media PrimaBerhad. He was appointed to the Board ofMedia Prima Berhad on 18 August 2003.corporate review · board of directors30 | 31

Dato’ Abdul Mutalib binDatuk Seri Mohamed RazakChairmanDato’ Abdul Mutalib bin Datuk Seri Mohamed Razak, aged 63, a Malaysian,is the Chairman of Media Prima Berhad. An Independent Non-ExecutiveDirector, he joined the Board of Media Prima Berhad on 5 December 2003and was appointed Non-Executive Chairman of Media Prima Berhad on14 March 2005. He is also a member of the Audit Committee, NominationCommittee and Remuneration Committee of Media Prima Berhad.Dato’ Abdul Mutalib currently sits on the Board of Mardec Berhad,The New Straits Times Press (Malaysia) Berhad and Sistem TelevisyenMalaysia Berhad (TV3), of which he is the Chairman. He is also Chairman ofMetropolitan TV Sdn Bhd (8TV), Natseven TV Sdn Bhd (ntv7), Ch-9 MediaSdn Bhd (TV9), Max-Airplay Sdn Bhd (Fly FM) and Synchrosound StudioSdn Bhd (Hot FM).Dato’ Abdul Mutalib was the Secretary/ Legal Advisor to the UrbanDevelopment Authority from 1972 to 1975. He then went into privatepractice under the name Messrs Mutalib, Sundra & Low, later renamedMutalib, Wan & Co, of which he is currently the Senior Partner. In 1984,Dato’ Abdul Mutalib was appointed Trustee Director of YayasanPembangunan Ekonomi Islam Malaysia (YPEIM), a post he held until 1988.He was also the Company Secretary of Yayasan Bumiputra Pulau PinangBerhad from 1980 to 1990 and Deputy Chairman of Setron (M) Berhad from1987 to 1990. He is one of the Presidents of the Tribunal for ConsumerClaims and sits on the Board of various private companies.He obtained a Bachelor of Arts (Hons) degree in Political Science fromthe University of Singapore in 1967 and was called to the Bar at TheHonorable Society of Lincoln’s Inn, London, in 1971.Other than as disclosed, he does not have any family relationship withany Directors and/ or major shareholders of Media Prima Berhad.He has no personal interest in any business arrangements involvingMedia Prima Berhad. He has had no convictions for any offences withinthe past ten years.

Abdul Rahmanbin AhmadGroup Managing Director/Chief Executive OfficerEncik Abdul Rahman bin Ahmad,aged 37, a Malaysian, is the GroupManaging Director/ Chief ExecutiveOfficer of Media Prima Berhad.He was appointed to the Boardof Media Prima Berhad on22 October 2001.Before his appointment as theGroup Managing Director/Chief Executive Officer of MediaPrima Berhad on 1 September 2003,Encik Abdul Rahman was the ChiefExecutive Officer of MalaysianResources Corporation Berhad(MRCB), a position he took up inAugust 2001. He currently sits onthe Board of MRCB, The NewStraits Times Press (Malaysia)Berhad, Syarikat Prasarana NegaraBerhad and Composite TechnologyResearch Malaysia Sdn Bhd. He isalso the Executive Director ofSistem Televisyen Malaysia Berhad(TV3) and a member of the AuditCommittee of Media Prima Berhad.Berhad as a Unit Head from1999 to 2000 and went on tobecome an Executive Director ofSSR Associates Sdn Bhd untilAugust 2001. He also sits on theBoard of Directors of variousprivate companies.He holds a Master of Arts fromCambridge University, England,and is a member of the Instituteof Chartered Accountants,England & Wales.Other than as disclosed, he doesnot have any family relationshipwith any Directors and/ or majorshareholders of Media PrimaBerhad. He has no personal interestin any business arrangementsinvolving Media Prima Berhad.He has had no convictions forany offences within the pastten years.Encik Abdul Rahman was anAssistant Manager at ArthurAndersen, London, from 1992 to1996, after which he held theposition of Special Assistant to theExecutive Chairman of Trenergy (M)Berhad/ Turnaround Managers Inc(M) Sdn Bhd until 1999.He subsequently joinedPengurusan Danaharta Nasionalcorporate review · board of directors32 | 33

Shahril Ridza binRidzuanNon-IndependentNon-Executive DirectorEncik Shahril Ridza bin Ridzuan,aged 36, a Malaysian, is aNon-Independent Non-ExecutiveDirector of Media Prima Berhad.He was appointed to the Boardof Media Prima Berhad on22 October 2001.Encik Shahril currently sits on theBoard of Malaysian ResourcesCorporation Berhad, where he isalso the Group Managing Director/Chief Executive Officer,Pengurusan Danaharta NasionalBerhad, The New Straits TimesPress (Malaysia) Berhad andUDA Holdings Berhad.Encik Shahril was a Legal Assistantat Zain & Co from 1994 to 1996.He then took up the position ofSpecial Assistant to the ExecutiveChairman of Trenergy (M) Berhad/Turnaround Managers Inc (M) SdnBhd from 1997 to 1998.He subsequently joinedPengurusan Danaharta NasionalBerhad, where he served until 1999,when he became an ExecutiveDirector at SSR Associates SdnBhd until August 2001.He holds a Bachelor of Civil Law(1st Class) from Oxford University,England, a Master of Arts(1st Class) from CambridgeUniversity, England, and was calledto the Malaysian Bar and theBar of England & Wales.Other than as disclosed, he doesnot have any family relationshipwith any Directors and/ or majorshareholders of Media PrimaBerhad. He has no personal interestin any business arrangementsinvolving Media Prima Berhad.He has had no convictions for anyoffences within the past ten years.Dato’ Dr Mohd Shahari binAhmad JabarIndependent Non-ExecutiveDirectorDato’ Dr Mohd Shahari bin Ahmad Jabar,aged 69, a Malaysian, is an IndependentNon-Executive Director of Media PrimaBerhad. He was appointed to the Boardof Media Prima Berhad on 18 August2003. He is also the Chairman of theRemuneration Committee and theAudit Committee and a member ofthe Nomination Committee of MediaPrima Berhad.Upon graduation in 1960, Dato’ Dr MohdShahari was inducted into the MalaysianCivil Service and served in severalcapacities at national and internationallevels, until his retirement in 1991.

He is currently Chairman of GrandBrilliance Sdn Bhd, Radibems (M) SdnBhd, Innopeak Sdn Bhd, MAJS SdnBhd, Peakline Sdn Bhd and TigaEvents Sdn Bhd. He is also theChairman of Amanah Ventures SdnBhd and sits on the Board of AmanahSSCM Asset Management Berhad,Amanah Property Trust ManagersBerhad, Malaysian ResourcesCorporation Berhad, Radicare (M) SdnBhd, Realmild (M) Sdn Bhd, SistemTelevisyen Malaysia Berhad and TheNew Straits Times Press (Malaysia)Berhad.He holds a Bachelor of Arts degreefrom the University of Malaya. Heobtained his Master in Social Sciencefrom the International Institute ofSocial Studies, Hague, Holland,in 1972 under a Dutch GovernmentFellowship. In 1978, he obtaineda Ph D (Political Science) from theUniversity of Hawaii, USA, undera Fulbright-Hays Fellowship.Other than as disclosed, he does nothave any family relationship with anyDirectors and/ or major shareholdersof Media Prima Berhad. He has nopersonal interest in any businessarrangements involving Media PrimaBerhad. He has had no convictions forany offences within the past ten years.Tan Sri Lee Lam ThyeIndependent Non-Executive DirectorTan Sri Lee Lam Thye, aged 60, a Malaysian, is an IndependentNon-Executive Director of Media Prima Berhad. He was appointed to theBoard of Media Prima Berhad on 18 August 2003, and is the Chairman ofthe Nomination Committee as well as a member of the Audit Committeeand Remuneration Committee.Before retiring from politics in 1990, Tan Sri Lee was the elected StateLegislative Assemblyman for Bukit Nenas, Selangor, from 1969 to 1974and served as a Member of Parliament for Kuala Lumpur Bandar/ BukitBintang from 1974 to 1990. He currently serves as the Chairman of theNational Institute of Occupational Safety & Health and the NationalService Training Council. He is also the Vice-Chairman of the MalaysiaCrime Prevention Foundation and a Member of the Kuala LumpurCity Hall Advisory Board. He has previously served as a Member of theSpecial Royal Commission to enhance the operations and managementof the Royal Malaysian Police. In the private sector, Tan Sri Lee serves asa non-executive director to a number of companies, including AMDBBerhad, Amcorp Group Berhad and MBM Resources Berhad.Tan Sri Lee completed his secondary education at Saint Michael’sInstitution, Ipoh, Perak, and obtained his Senior CambridgeCertificate in 1965.Other than as disclosed, he does not have any family relationship withany Directors and/ or major shareholders of Media Prima Berhad.He has no personal interest in any business arrangements involvingMedia Prima Berhad. He has had no convictions for any offences withinthe past ten years.corporate review · board of directors34 | 35

seniormanagementAbdul Rahman AhmadGroup Managing Director/Chief Executive Officer,Media Prima BerhadWhilst the acquisition projects were extremelysatisfying professionally, working with the GrandBrilliance team on a more structured method toproduce and distribute films in Malaysia waspersonally very rewarding. Borrowing from majorAmerican studios, we had pitching exercises forthe best ideas, for proper distribution planningwe produced or acquired films and preparedadvertising and promotion plans in advance.The team was passionate and their reward wastruly in the effort. Within this, I am particularlyattached to one movie entitled “Cinta” whichwe hope to release to great success.Dato’ Ahmad Farid RidzuanGroup Chief Executive Officer,Television Networks, Media Prima BerhadAmrin Hj AwaluddinGroup Chief Financial Officer,Media Prima Berhad (Jan 2005-Dec 2005);Advisor, Media Prima Berhad (since Jan 2006);Chief Executive Officer, ntv7 (since Jan 2006)Completing the acquisitions of ntv7, TV9, Hot FM andFly FM was an adrenaline-charged and emotionallysatisfying achievement second to none! It consolidatedthe domestic TV industry and marked Media Prima’smaiden expansion into radio. Within three years,it transformed Media Prima into an integrated mediagroup with a solid financial position.Initiating the commercially successful Karnival Jom Heboh has providedMedia Prima direct access to Malaysians beyond the TV medium.An entertaining family outing, it invites the public to become involvedin our Corporate Social Responsibility campaigns. It also enablesbusiness marketers to gauge consumer responses to their products.

Dato’ Hj Kamarulzaman Hj ZainalGroup Director, News & Current Affairs,Television Networks, Media Prima BerhadIntroducing Bahagiakan Mereka& Masalah Rakyat on TV3 News hashelped to make our News moredistinctive. It has put us in a positionto listen, become more consciousof the plight of others and helpresolve issues, where possible.Much of the buzz also comes fromviewers seeing us as theirrepresentative, while others turna blind eye and deaf ear to theirpleas. To a certain extent, our jobinvolves improving the quality oflife of our viewers and championingthe rights of the unfortunateand voiceless.Amil Izham HamzahGroup Chief Financial Officer,Media Prima Berhad (since Jan 2006)Explorace, our adventure reality programme,tests not only the physical stamina but alsochallenges the mental capabilities of participants;climbing Batu Caves’ 227 steps under red hotafternoon sun, navigating through mud-filledterrain in a Multi Terrain Vehicle, and busking atJalan Masjid India to raise money for a train ride.All these done coolly and calmly to avoid theeditors’ cuts!corporate review · senior management36 | 37

Ahmad Izham OmarChief Executive Officer, 8TVFinding Malaysia’s most beautiful womanwho possesses the qualities of inner andouter beauty through 8TV’s original realityformat, Malaysia’s Most Beautiful, wasdifficult as the definitions of both varybetween people. Nonetheless, Malaysia’sMost Beautiful transfixed the nation.Viewers were fascinated with the dramaand personality clashes, making the showa study in human interaction instead of afixed notion about beauty. Malaysia’s MostBeautiful will lend itself to profitablespin-offs, the mark of a good format.Anthony @ Firdauz BujangDirector of Operations, TV3Launching Just Du-it! in mid-2005 to change ourstaff’s mindset and make them believe that theycould achieve higher targets was most satisfying.Everyone in the department worked hard atcutting costs, increasing productivity andrevenue. The campaign got everyone workingtogether towards one goal.Bukhari Che MudaChief Operating Officer, TV9Laying the groundwork for TV9 andfinding the magic niche to differentiate itfrom other stations within the networkmade 2005 an exhilarating year. Wefocused on the station’s overall businessstrategies, content, branding, look andfeel. The year was pumped with thecreation of ideas, implementation ofstrategies and building the right team tocater to the station’s target audience.

Dato’ Syed Faisal AlbarChief Executive Officer,The New Straits Times Press(Malaysia) BerhadPropelling Berita Harian and Harian Metro to become theNo. 1 Bahasa Melayu daily and tabloid is a fact we areproud of. It was achieved through perseverance,sheer will and teamwork.Dato’ Hishamuddin AunGroup Editor in Chief,The New Straits Times Press(Malaysia) BerhadRevamping Berita Harian and Berita Mingguin June with the help of Alberto Nava andJose Luis Barros, two consultants from Mexicowith huge credentials in newspaper design,resulted in a new-look layout regarded to beahead of its time. The revamp involved tenweeks of discussions with every editor of thetwo publications and some statistical study.corporate review · senior management38 | 39

corporate informationBoard Of DirectorsDato’ Abdul Mutalib Datuk SeriMohamed Razak*ChairmanAbdul Rahman AhmadGroup Managing Director/Chief Executive OfficerShahril Ridza RidzuanDato’ Dr Mohd Shahari Ahmad Jabar*Tan Sri Lee Lam Thye*Audit Committee MembersDato’ Dr Mohd Shahari Ahmad Jabar *ChairmanDato’ Abdul Mutalib Datuk SeriMohamed Razak *Tan Sri Lee Lam Thye *Abdul Rahman Ahmad* Independent Non-Executive DirectorCompany SecretariesRoselinda Hashim (LS0008976)Jessica Tan Say Choon (LS0005945)Registered OfficeMedia Prima BerhadSri PentasNo. 3, Persiaran Bandar UtamaBandar Utama, 47800 PetalingSelangor Darul EhsanTel : 03-7726 6333Fax : 03-7728 0787RegistrarSymphony Share Registrars Sdn BhdLevel 26, Menara Multi PurposeCapital SquareNo. 8, Jalan Munshi Abdullah50100 Kuala LumpurTel : 03-2721 2222Fax : 03-2721 2530 / 31AuditorsPricewaterhouseCoopers11th Floor, Wisma Sime DarbyJalan Raja Laut, PO Box 1019250706 Kuala LumpurTel : 03-2693 1077Fax : 03-2693 0997SolicitorsM/s Arifin & PartnersAdvocates & SolicitorsUnit A3-8, Block AMegan Phileo Promenade189, Jalan Tun Razak50400 Kuala LumpurTel : 03-2162 0499Fax : 03-2162 0490M/s Bustaman & CoAdvocates & SolicitorsLot C9-3, Jalan SelamanDataran Palma, Jalan Ampang68000 Ampang, SelangorTel : 03-4270 1819Fax : 03-4270 1821M/s TH Liew & PartnersAdvocates & Solicitors4.02, 4th Floor, Straits TradingBuilding, No. 2, Lebuh Pasar Besar50050 Kuala LumpurTel : 03-2612 9000Fax : 03-2612 9001 / 9002M/s Zain & CoAdvocates & Solicitors6th & 7th Floors, Menara MNI23, Jalan Melaka50100 Kuala LumpurTel : 03-2698 6255Fax : 03-2698 6969BankerMalayan Banking BerhadNo. 2, Lorong Rahim Kajai 14Taman Tun Dr Ismail60000 Kuala LumpurTel : 03-7727 9459Fax : 03-7729 2770Media Prima BerhadAbdul Rahman AhmadGroup Managing Director /Chief Executive OfficerDato’ Ahmad Farid RidzuanGroup Chief Executive Officer,Television NetworksAmrin AwaluddinGroup AdvisorDatuk Kamarulzaman Hj ZainalGroup Director, News &Current Affairs, Television NetworksAmil Izham HamzahGroup Chief Financial OfficerBadariah JalilGroup General Manager,Human Resources &Management ServicesShareen Ooi Bee HongGroup General Manager, ClientServices, Television NetworksZuraidah AtanGroup General Manager,Corporate Governance &Risk ManagementRoy Navonil SubrataGroup General Manager, CreativeMarketing, Television NetworksEliza MohamadGroup General Manager,Corporate Communications,Television NetworksRoselinda HashimCompany Secretary/Group General Manager,Legal & SecretarialZulkifli Hj Mohd SallehGroup General Manager, BusinessDevelopment, Television NetworksLaili Hanim MahmoodGroup Manager, Regulatory Affairs,Television NetworksSistem TelevisyenMalaysia BerhadAnthony @ Firdauz BujangDirector of OperationsDato’ Chamil WariyaGeneral Manager,News and Current AffairsFarisha PawantehGeneral Manager,Brand Management GroupAbdul Rashid MalikKhushi MuhammadGeneral Manager,Airtime ManagementTan Kwong MengGeneral Manager, EngineeringAzhar BorhanGeneral Manager, Entertainment,Sports & RecreationalAhmad Kamaluddin ZabaaiGeneral Manager, Magazine,Documentary & Family

Ahmad Puad OnahGeneral Manager,Subsidiaries Management ServicesPeter Chin Chee MinCreative Director, Creative ServicesNurul Aini Abu BakarGeneral Manager, Mass MarketMohd Azri AbdulGeneral Manager, Client ServicesMuzamir Shah Mohd ShariffManager,Management Information ServicesNor Arzlin RedzwanManager, Human ResourcesNyarose Mohd JaafarManager, Management ServicesNatseven TV Sdn BhdAmrin AwaluddinChief Executive OfficerJanice Cheng Puay HoonGeneral Manager,Brand Management GroupDr Ahmad Zaki Mohd SallehGeneral Manager, Engineering& Information TechnologyShariman Zainal AbidinGeneral Manager, AirtimeManagement GroupMohsin AbdullahEditor in ChiefJeannie Leong Lee EuManager, Business Development& Marketing CommunicationsIsmah Murni IsmailFinancial ControllerAlwi Yusni YahyaManager, Human Resources& Management ServicesKamarul Zamli RamlyManager, Content CreativeRozzita Ramli (Mayeanie)Manager, Brand Communications& PublicationHayati SulaimanManager, Creative ServicesMetropolitan TV Sdn BhdAhmad Izham OmarChief Executive OfficerPaul MossNetwork Operations DirectorLam Swee KimGeneral Manager,Business Development,Marketing & CommunicationsSa’adullah Che NoorExecutive Editor, NewsNur Airin ZairinHead, Brand Management GroupSunil KumarManager, Urban Content& Technical ProductionCh-9 Media Sdn BhdBukhari Che MudaChief Operating OfficerFarah Ezrin Mohd RashidiManager, Brand Management GroupChe Wan Alias AbdullahManager, Editorial ProgrammesGrand Brilliance Sdn BhdAhmad Puad OnahGeneral ManagerTengku Iesta Tengku AlauddinFinancial Controller, SubsidiariesManagement ServicesAhmad Fadzil Abdul ManapManager, Programme Salesand Film DistributionJalena RejabManager, Drama ProductionRosihan Zain BaharudinManager, Film ProductionAinaliza Tan MutalibManager, Marketing and A & PTiga Events Sdn BhdSiti Alwiyah Mohamad JallyGeneral ManagerSahiza SahilManager, MarketingSynchrosoundStudio Sdn Bhd/Max-Airplay Sdn BhdAhmad Izham OmarHead of Radio NetworksSeelan PaulNetwork ManagerSaufian MokhtarProgramme & Talent ManagerAlfred Juan AnthonyNetwork Consultant ManagerMohd Akhmal AndakNetwork Engineer ManagerZurina OthmanNetwork M & P ManagerTV3 Networks LimitedSyed Zaidi Syed Ahmad AkilChief Executive OfficerSuhaimi Sheikh MuhamadChief Operating OfficerThe New Straits TimesPress (Malaysia) BerhadDato’ Syed Faisal Albar A. R. AlbarChief Executive OfficerDato’ Hishamuddin AunGroup Editor-in-ChiefBrendan PereiraGroup Editor, New Straits TimesDato’ Manja IsmailGroup Editor, Berita HarianJezilee Mohd RamliChief Financial Officer/Finance DirectorTun Ibrahim Mohd JafriProduction DirectorMimi Megawati Abdul WahidAdvertising Sales& Marketing DirectorAbdul Wahab MohamadHuman Capital DirectorTasman Harith IsmailHead, CirculationZafrul Shastri HashimHead, Legal & SecretarialAbd Rahman HashimHead, Information TechnologyBadrul Hisham MahzanGeneral Manager, Advertising SalesMustapa OmarExecutive Editor, Harian MetroMohd Zulkifli Abd JalilEditor/ COO, The Malay MailMusni MohamadManaging Director,The Right Channel Sdn Bhdcorporate review · corporate information40 | 41

corporate structure100% Sistem Televisyen Malaysia Berhad100% Grand Brilliance Sdn Bhd100% Cineart Enterprises Sdn Bhd100% Animated & Production Techniques Sdn Bhd100% Tiga Events Sdn Bhd100% Ambang Klasik Sdn Bhd60% Booty Studio Productions Sdn Bhd100% Newslink Asia Sdn Bhd100% Amity Valley Sdn Bhd100% Esprit Assets Sdn Bhd100% Able Communications Sdn Bhd80% Merit Idea Sdn Bhd100% Gama Media International (BVI) Limited99.5% Metropolitan TV Sdn Bhd70% Gama Film Company Limited70% TV3 Network Limited70% Cableview Network Limited70% Gama Media System Limited100% CH-9 Media Sdn Bhd100% Perintis Layar Sdn Bhd75% Max-Airplay Sdn Bhd100% Natseven TV Sdn Bhd100% Synchrosound Studio Sdn Bhd100% Encorp Media Technology Sdn Bhd43.29% The New Straits Times Press (Malaysia) BerhadAssociate Companycorporate review · corporate structure42 | 43

network coverageand printing centresPulau Langkawi01 Gunung Raya 0106 Prai 0107 Bukit Penara 2 01Pulau PinangTV Transmitting StationsRadio Transmitting StationsPrinting PlantsPerlis04 Gunung Jerai 04 01KedahPerak02 Mulong 0103 Peringat 0210 Bukit Larut 0212 Gunung Kledang 04 0214 Bukit Fraser 0116 Bukit Cincin 0117 Gunung Ulu Kali 04 01Kelantan08 Bukit Bakar 0119 Bukit Jelutung 01Selangor20 Bukit Sungai Besi 0405 Bukit Besar 0221 Gunung Telapa Buruk 03 0122 01Terengganu09 Ajil 0111 Bukit Jerung 0113 Bukit Bauk 0115 Bukit Istana 01Pahang18 Bukit Pelindong 04 01Kuala LumpurNegeri SembilanBukit Tampin Melaka23 Gunung Ledang 04 02JohorLocations & Details01 Gunung Raya (Pulau Langkawi)TV3 CH33 (1Kw)02 Mulong (Celcom Exchange)ntv7 CH31 (20Kw)03 Peringat (Kota Bharu)TV3 CH27 (30Kw)TV9 CH38 (20Kw)04 Gunung JeraiTV3 CH26 (30Kw)8TV CH46 (20Kw)TV9 CH48 (20Kw)ntv7 CH37 (20Kw)Hot FM 88.2 Mhz (2Kw)05 Bukit Besar (Kuala Terengganu)TV3 CH11 (1Kw)TV9 CH36 (5Kw)06 Prai (Pulau Pinang)NST Printing Plant07 Bukit Penara 2 (Pulau Pinang)Fly FM 89.9 Mhz (2Kw)08 Bukit Bakar (Machang)TV3 CH11- (1Kw)09 Ajil (Terengganu)NST Printing Plant10 Bukit Larut (Taiping)TV3 CH41 (2Kw)ntv7 CH31 (3Kw)11 Bukit Jerung (Kuala Terengganu)ntv7 CH28 (5Kw)12 Gunung Kledang (Ipoh)TV3 CH11 (10Kw)8TV CH28 (20Kw)TV9 CH32 (10Kw)ntv7 CH30 (10Kw)Fly FM 87.9 Mhz (2Kw)Hot FM 104.5 Mhz (2Kw)13 Bukit Bauk (Kuala Dungun)TV3 CH27 (3Kw)14 Bukit Fraser (Kuala Lipis)TV3 CH12 (3Kw)South China Sea27 Bukit Sebangkoi 0115 Bukit Istana (Jerantut)TV3 CH11 (3Kw)16 Bukit Cincin (Celcom)Fly FM 95.8 Mhz (2Kw)17 Gunung Ulu Kali (Genting Highlands)TV3 CH29 (30Kw)8TV CH27 (20Kw)TV9 CH42 (20Kw)ntv7 CH37 (20Kw)Hot FM 97.6 Mhz (2Kw)18 Bukit Pelindong (Kuantan)TV3 CH11 (10Kw)8TV CH32 (20Kw)TV9 CH34 (20Kw)ntv7 CH28 (10Kw)Hot FM 92.4 Mhz (2Kw)19 Bukit Jelutung (Shah Alam)NST Printing Plant20 Bukit Sungai Besi (Klang Valley)TV3 CH12+ (10Kw)8TV CH58 (20Kw)TV9 CH33 (20Kw)ntv7 CH7 (10Kw)21 Gunung Telapa Buruk (Jelebu)TV3 CH21 (3Kw)8TV CH38 (3Kw)ntv7 CH36 (3Kw)Fly FM 98.6 Mhz (2Kw)22 Bukit Tampin (Tampin)TV3 CH23 (3Kw)28 Bukit Lima 0129 Bukit Nyabau 0130 Bukit Kanada 0131 Bukit Singgalang 01Sarawak23 Gunung Ledang (Tangkak)TV3 CH12- (10Kw)8TV CH48 (20Kw)TV9 CH37 (10Kw)ntv7 CH35 (10Kw)Fly FM 94.0 Mhz (2Kw)Hot FM 104.3 Mhz (2Kw)24 Gunung Pulai (Johor Bharu)TV3 CH26 (30Kw)8TV CH46 (20Kw)TV9 CH44 (20Kw)ntv7 CH42 (20Kw)Hot FM 90.1 Mhz (2Kw)25 Senai (Johor)NST Printing Plant26 Gunung Serapi (Kuching)TV3 CH12 (10Kw)ntv7 CH27 (10Kw)Hot FM 94.3 Mhz (2Kw)27 Bukit Sebangkoi (Sibu)ntv7 CH29 (10Kw)32 Bukit Mas 0133 Bukit Karatong 02 0128 Bukit Lima (Sibu)TV3 CH11 (10Kw)29 Bukit Nyabau (Bintulu)ntv7 CH28 (5Kw)30 Bukit Kanada (Miri)TV3 CH6+ vert. (3Kw)31 Bukit Singgalangntv7 CH27 (10Kw)32 Bukit Mas (Limbang)TV3 CH11 (2Kw)33 Bukit Karatong (Kota Kinabalu)TV3 CH29 (30Kw)Sabahntv7 CH32 (20Kw)Hot FM 87.7 Mhz (2Kw)34 Bukit Trig (Sandakan)TV3 CH11 (10Kw)35 Gunung Andrassy (Tawau)TV3 CH12 (10Kw)34 Bukit Trig 0135 Gunung Andrassy 0124 Gunung Pulai 04 0125 Senai 0126 Gunung Serapi 02 01corporate review · network coverage and printing centres44 | 45

corporate governancestatementThe Board of Directors (“theBoard”) of Media Prima Berhad(“Media Prima” or “Company”) isfully committed to ensuring that thehighest standards of corporategovernance are practisedthroughout Media Prima and itssubsidiaries (“the Group”) as afundamental part of discharging itsresponsibilities to protect andenhance shareholder value and thefinancial performance of the Group.The Board fully supports therecommendations of the MalaysianCode of Corporate Governance(“the Code”) and believes that goodcorporate governance is essentialto attain the Group’s businessand social objectives. The Boardwill continue to play an active rolein improving governance practicesto ensure that the best interestsof shareholders and other stakeholdersare served by transparentdisclosure policies.The Board is pleased to disclosethe Group’s application of thePrinciples as set out in Part 1 ofthe Code and extent to whichthe Group has complied with theBest Practices of the Codeduring the financial year ended31 December 2005.DirectorsThe BoardThe Group is led and controlledby an effective Board. All Boardmembers bring an independentjudgement to bear on issues ofstrategy, performance, resourcesand standards of conduct.The Board has the overallresponsibility for corporategovernance, reviewing theadequacy and integrity of thesystem of internal controls,reviewing and adopting thestrategic direction of the Groupand overseeing the investmentsof the Group.The Board has delegated specificresponsibilities to four subcommittees(Audit, Nomination,Remuneration and Employees’Share Option Scheme Committees),the details of which are set outbelow. These Committees have theauthority to examine particularissues and report to the Board withtheir recommendations. Theultimate responsibility for the finaldecision on all matters, however,lies with the entire Board.Board Compositionand BalanceThe Board has a balancedcomposition of Executive andNon-Executive Directors (includingIndependent Directors) such thatno individual or group of individualscan dominate the Board’sdecision-making powers andprocesses and the number ofDirectors fairly reflects theinvestments in the Company.As at 31 December 2005, the Boardhas five members, of which oneis an Executive Director and fourare Non-Executive Directors,including the Chairman. Three (3)of the Non-Executive Directors arealso independent. A briefdescription of the background ofeach Director is set out on pages 30to 35 of this Annual Report.The Independent Non-ExecutiveDirectors are of calibre, credibilityand have the necessary skills andexperience to carry sufficientweight in Board decisions.Although all the Directors have anequal responsibility for the Group’soperations, the role of theseIndependent Non-ExecutiveDirectors is particularly importantin ensuring that the strategiesproposed by the executivemanagement are fully discussedand examined, and take account ofthe long-term interests not only ofthe shareholders but also ofemployees, customers, suppliersand the many communities in whichthe Group conducts business.There is a clear division of rolesand responsibilities between theChairman of the Board and theGroup’s Chief Executive Officer(“CEO”) to ensure that there is abalance of power and authority,such that no one individual hasunfettered powers of decision.The Chairman of the Board isresponsible for ensuring theBoard’s effectiveness and conductwhilst the Group’s CEO has overallresponsibility over the businessunits, organisational effectivenessand implementation of the Board’spolicies, strategies and decisions.The Board, together with the CEO,has developed position descriptions

for the Board and the CEO,involving definition of the limits toManagement’s responsibilities. Inaddition, the Board has approvedthe corporate objectives, which theCEO is responsible for meeting.Dato’ Dr Mohd Shahari Bin AhmadJabar is the Senior IndependentNon-Executive Director, asprescribed in the Code, to whomconcerns pertaining to the Groupmay be conveyed by shareholdersand the public.Board MeetingsBoard meetings are scheduledin advance at the beginningof the new financial year to enableDirectors to plan ahead and fit theyear’s meetings into their ownschedules. The Board meets atleast four times a year, once everyquarter, and has a formal scheduleof matters specifically reserved toit for decision, such as the approvalof corporate plans and budgets,acquisitions and disposals ofassets that are material to theGroup, major investments, changesto management and controlstructure of the Group, includingkey policies, procedures andauthority limits. Additionalmeetings are held as and whenrequired.During the financial year ended 31December 2005, 11 Boardmeetings were held, 4 scheduledmeetings and 7 special meetings.Details of the Board movement andattendance at meetings for thefinancial year ended 31 December2005 are set out in the table below.Supply of InformationThe Board has unrestricted accessto timely and accurate informationnecessary in the furtherance of itsduties, which includes quantitativeas well as other informationdeemed suitable such as customersatisfaction, product and servicequality, market share and marketreaction.The Chairman of the Board takesprimary responsibility fororganising information necessaryfor the Board to deal with theagenda and for providing thisinformation to the Directors on atimely basis. All Directors reviewthe Board papers prior to the Boardmeeting. These are issued insufficient time (at least five daysprior to the meeting) to enable theDirectors to obtain furtherexplanation, where necessary. TheBoard papers are comprehensiveand encompass all aspects of thematters being considered, enablingthe Board to look at both thequantitative and qualitative factorsso that informed decisions aremade.The Board recognises that theChairman is entitled to the strongand positive support of theCompany Secretary in ensuring theeffective functioning of the Board.All Directors have access to theadvice and services of theCompany Secretary and wherenecessary, in the furtherance oftheir duties, may seek independentprofessional advice at theCompany’s expense.Directors Designation Appointment Resignation AttendanceYBhg Dato’ Abdul Mutalib bin Chairman 5 December 2003 – 11/11Datuk Seri Mohamed Razak*YAM Dato’ Seri Syed Chairman 18 August 2003 12 March 2005 3/11Anwar Jamalullail **Encik Abdul Rahman bin Ahmad Group Managing Director/ 22 October 2001 – 11/11Chief Executive OfficerYBhg Dato’ Dr Mohd Shahari Independent Non-Executive 18 August 2003 – 11/11bin Ahmad JabarDirectorYBhg Tan Sri Lee Lam Thye Independent Non-Executive 18 August 2003 – 11/11DirectorEncik Shahril Ridza bin Ridzuan Non-Independent Non-Executive 22 October 2001 – 11/11Director* Appointed as Chairman wef 14 March 2005** Attended all three board meetings prior to resignationcorporate review · corporate governance statement46 | 47

Appointments tothe BoardThe Code endorses, as goodpractice, a formal procedure forappointments to the Board, witha Nomination Committee makingrecommendations to the Board.The Nomination Committee ofthe Board was established on 19August 2003 to identify, nominateand recommend the appointmentsof Directors to the Board andcommittees of the Board.The Board intends to institute selfassessmentof its effectivenessas a whole, the effectiveness of thecommittees of the Board and thecontribution of each individualDirector, in due course. The Boardwill also annually review its requiredmix of skills and experience andother qualities, including corecompetencies, which Non-Executive Directors should bring tothe Board. Through the NominationCommittee also, the Board willexamine its size, with a view todetermining the effective numberof Board members.Re-election of DirectorsIn accordance with the Company’sArticles of Association, all Directorswho are appointed by the Board aresubject to election by shareholdersat the first opportunity after theirappointment. The Articles alsoprovide that at least one-third of theremaining Directors are subject tore-election by rotation at eachAnnual General Meeting.Directors’ TrainingAs an integral element of the processof appointing new Directors,the Nomination Committee ensuresthat there is an orientation andeducation programme for newBoard members.All the Directors have successfullycompleted the MandatoryAccreditation Programmes andaccumulated the ContinuingEducational Programme requisitepoints pursuant to the requirementsof Bursa Malaysia SecuritiesBerhad (“Bursa Securities”). TheDirectors continue to undergo otherrelevant training programmesfrom time to time, particularly onrelevant new laws and regulationsand changing commercial risksaffecting the Group’s business, tofurther enhance their skills andknowledge.During the year, the Group hasalso organised an in-house Boarddevelopment programme tailoredto the specific needs of the Group.The programme covers a widerange of topics that are of concernto the Board such as newaccounting regulations, corporategovernance and risk management,industry survey, latesttechnological developments in themedia industry, strategic planning,strategic thinking and leadership,and Group synergy. The two-dayworkshop was attended by all theDirectors in the Group including theBoards of the various subsidiariesand facilitated by consultants whowere experts in their own fields.Board CommitteesThe Board delegates certainresponsibilities to BoardCommittees, namely, the AuditCommittee, Nomination Committee,Remuneration Committee andEmployees’ Share Option SchemeCommittee. All committees havewritten terms of reference and theBoard receives reports of theirproceedings and deliberations.Where committees have noauthority to make decisions onmatters reserved for the Board,recommendations would behighlighted for the Board’sapproval. The Chairmen of thevarious committees report theoutcome of the committeemeetings to the Board and relevantdecisions are incorporated in theminutes of the Board meetings.Audit CommitteeThe Audit Committee (“AC”)reviews issues on accountingpolicies and presentation ofexternal financial reporting,monitors the work of the internalaudit function and ensures anobjective and professionalrelationship is maintained withExternal Auditors. The AC has fullaccess to the auditors bothinternally and externally who, inturn, have access at all times to theChairman of the AC.A full Audit Committee reportenumerating its membership, roleand activities during the year is setout on pages 55 to 59.

Nomination CommitteeThe Nomination Committee (“NC”)was established on 19 August 2003.The members of the NC are:YBhg Tan Sri Lee Lam Thye*(Chairman)YAM Dato’ Seri SyedAnwar Jamalullail **(resigned wef 12 March 2005)YBhg Dato’ Dr Mohd Shaharibin Ahmad Jabar*YBhg Dato’ Abdul Mutalib binDatuk Seri Mohamed Razak*(appointed wef 14 March 2005)The NC is responsible for:• Identifying and recommending new nominees to the Board andcommittees of the Board and nominees to the boards of its subsidiaries.All decisions and appointments are made by the respective boards afterconsidering the recommendation of the NC.• Assisting the Board in assessing its overall effectiveness; and• Assisting the Board in reviewing its required mix of skills and experienceand other qualities Non-Executive Directors should bring to the Board.During the financial year ended 31 December 2005, the NC held twomeetings, on 25 February 2005 and 28 November 2005, to recommendthe appointment of the Chairman to the Board and to review andrecommend the nomination of nominee directors to the boards of thevarious subsidiaries.* Independent Non-Executive Director** Non-Independent Non-Executive DirectorRemuneration CommitteeThe Remuneration Committee(“RC”) was established on19 August 2003.The members of the RC are:YBhg Dato’ Dr Mohd Shaharibin Ahmad Jabar*(Chairman)YAM Dato’ Seri SyedAnwar Jamalullail **(resigned wef 12 March 2005)YBhg Tan Sri Lee Lam Thye*YBhg Dato’ Abdul Mutalib binDatuk Seri Mohamed Razak*(appointed wef 14 March 2005)* Independent Non-Executive Director** Non-Independent Non-Executive DirectorThe RC is responsible:• To determine and recommend to the Board the framework or broadpolicy for the remuneration packages of the Company’s or Group’s ChiefExecutive, the Chairman of the Company and such other members of theexecutive management as it is designated to consider.• To establish a formal and transparent procedure for developing policyon the total individual remuneration package of Executive Directors, ChiefExecutive Officer (“CEO”) and other designated executive managementincluding, where appropriate, bonuses, incentives and share options.• To design the remuneration package for all Executive Directors, CEO andother designated executive management with the aim of attracting andretaining high-calibre designated executive management who will deliversuccess for shareholders and high standards of service for customers,while having due regard to the business environment in which the Groupoperates. Once formulated, to recommend to the Board for approval.• To review and recommend to the Board improvements (if any) ondesignated executive management’s remuneration policy and packageand any other issues relating to benefits of designated executivemanagement on an annual basis.• To review any major changes in employee benefit structures throughoutthe Company or Group, and if fit, recommend to the Board for adoption.• To review and recommend to the Board for adoption the framework forthe Company’s annual incentive scheme. The framework for the annualincentive scheme may include:› Merit increment› Merit bonus› Incentives (based on sales and others)corporate review · corporate governance statement48 | 49

During the financial year ended 31 December 2005, the RemunerationCommittee held four meetings, on 7 January 2005, 11 January 2005,25 February 2005 and 28 March 2005. The meetings were held to considerand recommend the Balance Scorecard achievement and ratings forSenior Management; to review and recommend Key PerformanceIndicators (“KPI”) bonus payments for the financial year ended 2004;to review and recommend proposed KPI and Balance Scorecards for allemployees including the Senior Management for financial year 2005;and to review and recommend a proposed renewal of contract andremuneration structure for Senior Management.Employees’ Share Option Scheme (“ESOS”) CommitteeThe ESOS Committee wasestablished on 27 August 2004and the members are:YBhg Dato’ Dr Mohd Shaharibin Ahmad Jabar(Chairman)YBhg Dato’ Abdul Mutalib binDatuk Seri Mohamed RazakThe principal duties and responsibilities of the ESOS Committee are toimplement and administer the Media Prima Employees’ Share OptionScheme in accordance with the by-laws approved by the shareholders ofthe Company, to determine participation eligibility, option offers and shareallocations and to attend to such other matters as may be required.The ESOS Committee only meets as and when required.Encik Abdul Rahman bin AhmadDirectors’ RemunerationRemuneration packageThe objectives of the Group’s policy on Directors’ remuneration are to The remuneration package ofattract and retain Directors of the calibre needed to manage the Group the Directors is as follows:successfully. The component parts of remuneration are structured so asa) Basic salaryto link rewards to corporate and individual performance, in the case ofThe basic salary (inclusive ofExecutive Directors. In the case of Non-Executive Directors, the level ofstatutory employer contributions toremuneration reflects the experience, expertise and level of responsibilitiesthe Employee Provident Fund) for theundertaken by the particular Non-Executive Director concerned.Executive Director is recommendedThe Group has established a formal and transparent procedure forby the Remuneration Committee,developing policy on executive remuneration and for fixing thetaking into account the performanceremuneration packages of individual Directors. The Remunerationof the individual, the inflation priceCommittee recommends to the Board, the framework of the Executive index and information fromDirector’s remuneration and the remuneration package for each Executive independent sources on the rates ofDirector. In framing the Group’s remuneration policy, the Remuneration salary for similar positions in aCommittee receives advice from external consultants. It is nevertheless the selected group of comparableultimate responsibility of the Board to approve the remuneration of these companies. The salary is reviewedDirectors.annually.Save that the fees of the Directors shall from time to time be determinedby an ordinary resolution of the Company and shall (unless such resolutionotherwise provides) be divisible among the Directors as they may agree,the determination of the remuneration packages of Non-ExecutiveDirectors (whether in addition to or in lieu of their fees as Directors) is amatter for the Board as a whole. Individual Directors do not participate inthe decision regarding their own remuneration package.b) FeesThe Board, based on the fixed sumas authorised by the Company’sshareholders, determines feespayable to Non-Executive Directorsafter considering comparableindustry rates and the level ofresponsibilities undertaken by Non-Executive Directors.

c) Performance Bonus SchemeThe Group operates a performancebasedbonus scheme for allemployees, including the ExecutiveDirectors. The criteria for thescheme is dependent on theachievement of KPIs set for theGroup’s business activities asmeasured against targets, togetherwith an assessment of eachindividual’s performance during theperiod. Bonuses payable to theExecutive Directors are reviewed bythe Remuneration Committee andapproved by the Board.d) Benefits-in-kindExecutive Directors are entitled toother customary benefits such asprivate medical cover, leavepassage, car and driver.e) Employees’ Share Option SchemeExecutive Directors are also eligibleto participate in the Employees’Share Option Scheme designedas an incentive to employees ofthe Group.A summary of the remuneration ofthe Directors for the year ended31 December 2005, distinguishingbetween Executive and Non-Executive Directors in aggregate,with categorisation into appropriatecomponents and the numberof Directors whose remunerationfalls into each successive bandof RM50,000 are set out in thetable below.ShareholdersDialogue Betweenthe Companyand InvestorsThe Group values dialogue withinvestors. In line with goodcorporate governance practices,the Executive Directors proactivelyand actively disseminate relevantinformation about the Group to theinvestment community, specificallythe institutional fund managers andanalysts. Briefings with analystsand investors are usually held aftereach quarter’s announcement ofresults to Bursa Securities toexplain the Group’s strategy,performance and majordevelopments. Overseas meetingswith foreign shareholders of theCompany are generally held twicea year. In addition, corporateannouncements, events anddevelopments are issued to themedia via press releases and/ or byholding press conferences aftergeneral meetings or corporateevents. These provide shareholders,analysts and the investing publicwith an overview of the Group’sperformance and operations.Annual GeneralMeetingThe Annual General Meeting(“AGM”) remains the principalforum for dialogue withshareholders. At each AGM, theBoard presents the progress andAggregate RemunerationRemuneration (RM)Executive DirectorsNon-Executive DirectorsTotalFees – MPB– MPB SubsidiariesSalaryEPF – MPB– MPB SubsidiariesBonusAllowance – MPB– MPB SubsidiariesBenefits-in-kindGratuity––444,948139,416–209,880126,000–58,029–206,120153,849–56,88730,15968,379247,742155,13964,815–206,120153,849444,948196,30330,159278,259373,742155,139122,844–Total (RM)978,273983,0901,961,363Analysis of RemunerationRemuneration BandNumber of ExecutiveDirectorsNumber of Non-ExecutiveDirectorsRM 50,000 and belowRM 50,001 – RM 100,000RM 200,001 – RM 250,000RM 400,001 – RM 450,000RM 950,001 – RM 1,000,000––––11211–corporate review · corporate governance statement50 | 51

performance of the Group.Shareholders are encouraged toparticipate in the proceedings andask questions about the resolutionsbeing proposed and the operationsof the Group. Each item of specialbusiness included in the notice ofthe meeting will be accompaniedby a full explanation of the effectsof a proposed resolution. Separateresolutions are proposed forsubstantially separate issues atthe meeting.WebsitesTo ensure easy and convenientaccess to the Group’s financialinformation by shareholdersand investors, press releases,annual reports and othercorporate information,a website is maintained athttp://www.mediaprima.com.my.In addition, each subsidiarycompany has its own websiteto highlight latest programmesand promotions.Accountability and AuditFinancial ReportingIn presenting the annual financial statements and quarterlyannouncement to shareholders, the Directors aim to present a balancedand understandable assessment of the Group’s position and prospects.This also applies to other price-sensitive public reports and reportsto regulators.Internal ControlThe Board acknowledges its responsibility for the Group’s systemof internal controls and risk management and for reviewing theeffectiveness of those systems. Such systems are designed to managerather than eliminate the risk of failure to achieve business objectives.Any system can only provide a reasonable but not absolute assuranceagainst material misstatement, loss or fraud.The Statement on Internal Control furnished on page 60 of theAnnual Report provides an overview on the state of internal controlwithin the Group.Relationship With the AuditorsThe Company has established transparent and appropriate relationshipswith the Company’s auditors through the Audit Committee. During theyear, the Board met with the External Auditors without the presence ofManagement.The role of the Audit Committee in relation to the External Auditors isdescribed on page 55 of this Annual Report.Statement of Director’sResponsibility in Relation to theAudited Financial StatementsThe Board is responsible for the preparation of the financial statementsof the Company and the Group. The Board has ensured that the financialstatements have been prepared based on accounting policies that havebeen consistently and properly applied, supported by reasonable andprudent judgements and estimates, and in adherence to all applicableaccounting standards.It is also the Board’s responsibility to ensure that accounting records areaccurate, within margins of reasonableness, which discloses the financialposition of the Company and the Group in a true and fair manner.Statement made in accordance with the resolution of the Board ofDirectors dated 8 March 2006.

additional complianceinformation1 Share Buy-Backs for theFinancial YearThere was no share buy-back exercise carriedout by the Company for the financial year ended31 December 2005.2 Options, Warrants orConvertible Securities ExercisedThe status on Options, Warrants and ConvertibleSecurities issued during the financial year is as follows:-a) The Company launched the Media Prima Berhad’sEmployees’ Share Option Scheme (“MPB ESOS”) on11 January 2005 and as at 31 December 2005, two (2)offers have been made to employees whereas:-i) under the First Offer, a total of 22,837,800 ordinaryshares of RM1.00 each were offered at an OptionPrice of RM1.55 to eligible employees; andii) under the Second Offer, a total of 24,034,000ordinary shares of RM1.00 each were offered at anOption Price of RM1.46 to eligible employees.There was an issuance of 144,000 ordinary sharesof RM1.00 each pursuant to the exercise of the MPBESOS at the exercise price of RM1.55 per share.b) There was an issuance of 58,295,073 ordinaryshares of RM1.00 each through the conversion of87,442,624 Irredeemable Convertible UnsecuredLoan Stocks (“ICULS”) of RM1.00 each on the basisof 1 new ordinary share for every 3 ICULS exercised.c) There was an issuance of 1,012,000 ordinary sharesof RM1.00 each arising from the exercise of 1,012,000Warrants of RM0.10 each at an exercise price ofRM1.10 per Warrant.3 American Depository Receipt (“ADR”)or Global Depository Receipt (“GDR”)The Company has not sponsored any ADR or GDRprogramme in the financial year ended 31 December 2005.4 Non-Audit FeesThe amount of Non-Audit Fees paid/ payable toExternal Auditors and their affiliated companies by theCompany for the financial year ended 31 December2005 is set out on page 77 of this Annual Report.5 Profit GuaranteeThe Company did not issue any profit guaranteefor the financial year ended 31 December 2005.6 List of Properties andRevaluation PolicyThe list of properties is set out on page 146 to 147 ofthis Annual Report. There was no revaluation ofproperties of the Company during the financial year.7 Material ContractsThere have been no material contracts involvingDirectors and Major Shareholders’ interests enteredinto since the end of the previous financial year.8 Imposition of Sanctionsand/ or PenaltiesThere were no sanctions and/ or penalties imposed onthe Company and/ or its subsidiary companies,Directors or Management arising from any significantbreach of rules/ guidelines by the relevant regulatorybodies during the financial year.9 Variation in ResultThere were no variations in results (that differ by 10%or more) from any profit estimation forecast/ projection/unaudited results announced.corporate review · additional compliance information52 | 53

10 Utilisation of ProceedsOn 8 December 2005, the Company issuedRM85.0 million nominal value 5-year 6.35% unsecuredredeemable exchangeable bonds (“UREB”) to investorswho fall within Schedule 2 or Section 38(1)(b), Schedule3 or Section 39(1)(b) and Schedule 5 or Section 66(3) ofthe Securities Commission Act, 1993 in accordancewith the Trust Deed governing the UREB dated25 November 2005.The total gross proceeds of RM85.0 million raised fromthe issue of the UREB have been partly used forworking capital requirements of the Group. Thebalance shall also be utilised for working capitalrequirements of the Group.11 Recurrent Related Party Transactions(“RRPT”) of a Revenue NatureAt an Annual General Meeting held on 23 June 2005,the Company had obtained a mandate from itsshareholders to allow the Company and its subsidiariesto enter into recurrent related party transactions of arevenue or trading nature.The aggregate value of each RRPT of the Group forthe financial year ended 31 December 2005 does notexceed RM1 million save for the following:Company inMPB Group Interested Nature of Value ofinvolved Related Party Related Party Transaction Transaction (RM)TV3 Malaysian Resources Realmild (M) Sdn Bhd, Rental of Sri Pentas 2, 1,024,965Corporation Berhad Dato’ Seri Syed Plaza Alam Sentral(“MRCB”) Anwar Jamalullail from MRCB.

audit committee reportMembershipThe Audit Committee ofMedia Prima Berhad (“Media Prima”or “Company”) was establishedon 18 August 2003 and currentlycomprises the following members:YBhg Dato’ Dr Mohd Shaharibin Ahmad Jabar* (Chairman)Encik Abdul Rahman Ahmad**YBhg Dato’ Abdul Mutalib binDatuk Seri Mohamed Razak*YBhg Tan Sri Lee Lam Thye** Independent Non-Executive Directors** A member of the Institute of CharteredAccountants, England & WalesAttendanceat MeetingsDuring the financial year ended31 December 2005, the AuditCommittee held a total of fivemeetings. The details of theattendance of the AuditCommittee Members areas follows:Terms of ReferenceIn performing their duties and discharging their responsibilities,the Audit Committee is guided by the following Terms of Reference:Composition of Members1 The Audit Committee must be appointed from amongst its Directorsand fulfil the following requirements:• the Audit Committee must be composed of no fewer than three members;• a majority of the members must be Independent Directors; and• at least one member of the Audit Committee:› must be a member of the Malaysian Institute of Accountants (MIA); or› if he is not a member of the MIA, he must have at least three yearsworking experience and:– he must have passed the examination specified in Part I of the1st Schedule of the Accountants Act 1967; or– he must be a member of one of the associations of accountantsspecified in Part II of the 1st Schedule of the Accountants Act 19672 The Chairman shall be an Independent Non-Executive Director.3 No alternate Director is appointed as a member of the Audit Committee.4 In the event of any vacancy in the Audit Committee resulting in the noncomplianceof the above requirements, the Company must fill the vacancywithin three months.5 The Company Secretary shall act as Secretary to the Audit Committee.Directors Special ACM 6 th ACM 7 th ACM 8 th ACM 9 th ACM18 January 2005 16 February 2005 17 May 2005 18 August 2005 21 November 2005YBhg Dato’ Dr Mohd Shahari √ √ √ √ √bin Ahmad JabarAbdul Rahman bin Ahmad √ √ √ √ √YBhg Tan Sri Lee Lam Thye √ X √ √ √YBhg Dato’ Abdul Mutalib bin √ √ √ √ √Datuk Seri Mohamed Razak*corporate review · audit committee report54 | 55

Scope1 The Audit Committee shall begranted the authority to investigateany activity of the Company andits subsidiaries (“Group”) and allemployees shall be directed tocooperate as requested bymembers of the Audit Committee.2 The Audit Committee shallbe empowered to retain personshaving special competence asnecessary to assist the AuditCommittee in fulfilling itsresponsibilities.3 The Audit Committee shall provideassistance to the Board in fulfillingits fiduciary responsibilitiesparticularly relating to businessethics, policies, financialmanagement & control.4 The Audit Committee, throughregularly scheduled meetings, shallmaintain a direct line ofcommunication between the Board,External Auditors, Internal Auditorsand Management.5 The Audit Committee shallprovide greater emphasis on theaudit functions by increasingthe objectivity and independenceof the External and InternalAuditors and providing a forum fordiscussion that is independentof the Management.6 The Audit Committee may inviteany person to the meeting toassist the Audit Committee indecision-making process andthe Audit Committee may meetexclusively as and when necessary.7 Serious allegations that havefinancial implications against anyemployee of the Company shall bereferred to the Audit Committee foran investigation to be conducted.AuthorityThe Audit Committee shall have the following authorityas empowered by the Board:1 Have authority to investigate any matter within its terms of reference;2 Have the resources that are required to perform its duties;3 Have full, free and unrestricted access to any information, records,properties and personnel of the Company and any other companies withinthe Group;4 Have direct communication channels with the External Auditors andperson(s) carrying out the internal audit function or activity (if any);5 Be able to obtain independent professional or other advice; and6 Be able to convene meetings with the External Auditors and InternalAuditors together with other independent members of the Board, excludingthe executive members of the Audit Committee, at least once a year orwhenever deemed necessary.Duties and ResponsibilitiesThe duties and responsibilities of the Audit Committee shall be as follows:1 To consider the appointment of the External Auditor, the audit fee and anyquestions of resignation or dismissal;2 To discuss with the External Auditor before the audit commences, thenature and scope of the audit, and ensure co-ordination where more thanone audit firm is involved;3 To review the assistance given by the employees of the Company to theExternal Auditor;4 To discuss with the External Auditor, his audit report and his evaluation ofthe system of internal controls;5 To review the quarterly and year-end financial statements of the Company,focusing particularly on:-› Any changes in accounting policies and practices;› Significant adjustments arising from the audit;› The going concern assumption;› Compliance with accounting standards and other legal requirements;6 To discuss problems and reservations arising from the interim and finalaudits, and any matter the External Auditor may wish to discuss;7 To review the External Auditor’s management letter and Management’sresponse;8 To oversee the internal audit function by:› Reviewing the adequacy of the scope, functions and resources of theinternal audit function, and that it has the necessary authority to carry outits work;› Reviewing the internal audit programme, processes, the results of theinternal audit programme, processes or investigation undertaken andensure that appropriate action is taken on the recommendations of theinternal audit function;› Reviewing any appraisal or assessment of the performance of membersof the internal audit function;

Meetings› Determining and recommending to the Board the remit of the internalaudit function, including the remuneration of the General Manager,Corporate Governance and Risk Management;› Approving any appointment or termination of senior staff members of theinternal audit function;› Informing itself of resignations of internal audit staff members andproviding the resigning staff member with an opportunity to submit hisreasons for resigning;› Ensuring on an ongoing basis that internal audit function has adequateand competent resources;› Monitoring closely any significant disagreement between the internalaudit function and Management irrespective of whether they havebeen resolved;› Ensuring that internal audit reports are not subject to clearance ofManagement, save for purposes of presentation to the Group RiskManagement Committee.9 To obtain satisfactory response from Management on reports issued bythe Internal Auditor and External Auditor;10 To consider the major findings of internal investigations andManagement’s response;11 To report to the Board:› Significant findings identified and the impact of the audit findingson the operations;› Deliberations and decisions made at the Audit Committee’s level withfocus given to significant issues and resolutions resolved by theAudit Committee, on regular basis;› A summary of material concerns and weaknesses in the controlenvironment noted during the year and the corresponding measurestaken to address the issues;12 To consider any related party transactions that may arise within theCompany or Group including any transaction, procedure or course ofconduct that raises questions of management integrity;13 To oversee the function of the Group Risk Management Committee andreport to the Board significant changes in the business and externalenvironment, which affect key risks;14 Where review of audit reports of subsidiaries and any relatedcorporation also falls under the jurisdiction of the Audit Committee, allthe abovementioned functions shall also be performed by the AuditCommittee in co-ordination with the Board of directors of the subsidiariesand related corporation;15 To review arrangements established by Management for compliancewith any regulatory or other external reporting requirements, by-lawsand regulations related to the Media Prima Berhad Group’s operations; and16 To consider other areas as defined by the Board.1 The Audit Committee shall meet atleast four times in a year to discussany matters raised by the Auditorsin discharging their functions. Thequorum for a meeting of the AuditCommittee shall be three of whichthe majority must be IndependentDirectors.At least once a year, the wholeBoard shall meet with the ExternalAuditors without the presence ofany executive Board Member/Chief Executive Officer.2 The Company Secretary isresponsible for the coordinationof administrative details includingcalling the meetings, voting andkeeping of minutes.3 In addition to the Audit Committeemembers, the Group ChiefFinancial Officer and the GeneralManager, Corporate Governanceand Risk Management are invitedto attend each meeting.The head of companies/departments and their managementteams will attend when auditreports on their companies/departments are tabled fordiscussion. The presence ofExternal Auditors will be requestedwhen required.4 The Chairman shall upon therequest of the External Auditor,convene a meeting of the AuditCommittee to consider any matterthe External Auditor believesshould be brought to the attentionof the Directors or shareholders.5 The Auditors have the right toappear and be heard at anymeeting of the Audit Committeeand shall appear before the AuditCommittee when required to doso by the Audit Committee.corporate review · audit committee report56 | 57

Activities of the Audit CommitteeIn line with its Terms of Reference,the Audit Committee carried out thefollowing activities during the yearin the discharge of its functionsand duties:Risks and Controls• Reviewed the progress of the riskmanagement function in its ongoingidentification and monitoringof key organisational risks, andthe controls implemented bythe respective operating unitsin managing those risks.• Reviewed and deliberated on theGroup corporate risk profile.• Reviewed and recommended forBoard approval the AnnualAssessment Framework to evaluatethe adequacy, effectiveness andefficiency of control procedures atoperating units.• Reviewed and recommended forBoard approval the FraudPrevention Manual for the Groupincorporating the Anti-fraud Policyand the Whistle-blowing Policy.• Evaluated the overall effectivenessof the system of internal controlsthrough the review of the results ofwork performed by the Internal andExternal Auditors and discussionswith Senior Management.• Reviewed the Internal ControlStatement and Audit CommitteeReport prior to their inclusion in theCompany’s Annual Report.Financial Results• Reviewed the Group’s quarterlyresults before recommending to theBoard for their approval and releaseof the Group’s results to BursaSecurities focusing on the followingareas, where relevant:› Listing Requirements ofBursa Securities;› Provisions of the Companies Act,1965;› Applicable approved accountingstandards.• Reviewed the audited financialstatements of the Group with theGroup Chief Financial Officer andthe External Auditors beforerecommending to the Board fortheir approval.External Audit• Reviewed with the ExternalAuditors their audit plan, strategyand scope of the statutory audits ofthe Group accounts for the financialyear ended 31 December 2005.• Reviewed the results and issuesarising from their audit of the yearendfinancial statements and theirresolution of such issueshighlighted in their report to theAudit Committee.• Held a meeting with the ExternalAuditors in the absence ofManagement to discuss issuesarising during the final audit.• Reviewed their performance andindependence beforerecommending to the Board theirre-appointment and remuneration.Internal Audit• Reviewed the internal audit planfor the financial year 2005 ensuringthe principal risk areas wereadequately identified and coveredin the plan.• Reviewed the scope and coverageof the audit over the activities of therespective operating units of theGroup and the basis of assessmentand risk rating of the proposedareas of audit.• Reviewed and deliberated on atotal of 21 audit reports onassignments and 18 follow-upreports conducted by the internalaudit function.• Reviewed the recommendationsof the internal audit function andappraised the adequacy andeffectiveness of Management’sresponse in resolving the auditissues reported.• Reviewed the corrective actionstaken by Management inaddressing and resolving issuesas well as ensuring that all issueswere adequately addressed on atimely basis.• Reviewed the adequacy ofresources and the competencies ofstaff within the internal auditfunction to execute the plan, as wellas the audit programmes used inthe execution of the InternalAuditors’ work and the results oftheir work.• Reviewed and determined theremuneration, increment andperformance rating of the GeneralManager, Corporate Governanceand Risk Management.• Reviewed and appraised theoverall performance of theCorporate Governance and RiskManagement Departmentagainst the Key PerformanceIndicators (“KPIs”) set for 2004and approved the KPIs for thedepartment for financial year 2005.Related PartyTransactions• Reviewed related partytransactions for compliancewith the Listing Requirementsof Bursa Securities and theappropriateness of suchtransactions before recommendingto the Board for approval.Employees’ ShareOption Scheme• Reviewed and verified allocationof share options during the yearunder the Media Prima BerhadEmployees’ Share Option Scheme(“ESOS”), to ensure compliancewith the allocation criteriadetermined by the Media PrimaESOS Committee and inaccordance with the by-lawsof the Media Prima ESOS.

Internal Audit FunctionThe Group has an established internal audit function carried out bythe Corporate Governance and Risk Management Department. Thedepartment reports to the Audit Committee and is responsible for providingan independent and objective assurance that an adequate, efficient andeffective internal control system is in place to anticipate potential riskexposures over key business processes. Through a systematic anddisciplined approach, the internal audit function evaluates and improvesthe effectiveness of the risk management, control and governanceprocesses within the Group.During the year, the Internal Auditors have completed and issued reportsfor 21 assignments. The audits covered functions in the areas ofengineering, finance, human resources, assets management, procurement,programme stock management, production, special projects and thesubsidiary company in Ghana. These were carried out in accordance withthe Annual Audit Plan or on an ad-hoc basis at the special request of eitherthe Audit Committee or Management. In addition, the Internal Auditorswere in attendance at all major competitions organised by the Group toverify and confirm the results of the competitions. The Internal Auditorsalso attended stock-takes within the Group as independent observers toensure due process has been observed. The resulting reports of the auditsundertaken were presented to the Audit Committee and forwarded toManagement for attention and necessary actions.In accordance with the requirements of the Institute of Internal Auditorsthat an external quality assurance review be conducted at least once everyfive years, an external consultant has been appointed to conduct a QualityAssurance Review of the internal audit function. The purpose of the reviewis to provide reasonable assurance that the internal audit work undertakenby the department conforms to the Standards for the Professional Practiceof Internal Auditing, the Code of Ethics, the internal audit charter andbest practice.To improve customer service and quality of audit work, the department hasundertaken the following activities:• Communication session with Management on internal audit activities andplanning of audits so that areas of management concern are covered;• Dialogue with Management on the roles of the internal audit function andbridging the expectation gap between Management and the InternalAuditors, moderated by an external consultant;• Conducting control and risk awareness workshops;• Implementation of the Internal Audit Customer Feedback Survey; and• Implementation of the Internal Audit Rating System to rate internal controlsystems, and enable Management to focus on risk areas and review thetrends on the state of controls of the auditable entities.The Management is responsible for ensuring that corrective actions onreported weaknesses as recommended are taken within the requiredtimeframe. The Internal Auditors continuously monitor the implementationof audit recommendations through periodic follow-up reviews. The InternalAuditors also work closely with the External Auditors to resolve any controlissues and assist in ensuring that appropriate management actions aretaken. Management is also responsible for ensuring that a written reporton actions planned or completed is sent to the Chairman of the AuditCommittee and the General Manager, Corporate Governance andRisk Management.corporate review · audit committee report58 | 59

internal control statementIntroductionThe Malaysian Code on CorporateGovernance (“the Code”) stipulatesthat the board of directors of alisted company should maintain asound system of internal controls tosafeguard shareholders’investments and the company’sassets. Pursuant to Paragraph15.27(b) of Bursa MalaysiaSecurities Berhad (“BursaSecurities”) Listing Requirements,the board is required to include astatement in the annual report onthe state of a company’s internalcontrols. The Bursa Securities’Statement on Internal Control:Guidance for Directors of PublicListed Companies (“Guidance”)provides guidance for compliancewith this requirement. The Board ofDirectors of Media Prima Berhad(“Board”) is pleased to make thefollowing statement, which hasbeen prepared in accordance withthe Guidance.ResponsibilityThe Board recognises theimportance of sound internalcontrols and risk managementpractices to good corporategovernance. The related principalresponsibilities of the Board inrelation to internal controls asoutlined in Best Practices ProvisionAA I in Part 2 of the Code include:• Identifying principal risks andensuring the implementation ofappropriate control systems tomanage these risks;• Reviewing the adequacy and theintegrity of the company’s internalcontrol systems and managementinformation systems, includingsystems for compliance withapplicable laws, regulations, rules,directives and guidelines.The Board affirms its overallresponsibility for the Group’ssystem of internal controls and riskmanagement, and for reviewingthe adequacy and integrity of thesystems. It should however benoted that such systems are onlydesigned to manage rather thantotally eliminate the risk of failureto achieve business objectives.Accordingly, these systems canonly provide reasonable but notabsolute assurance againstmaterial losses, misstatementsor other significantly adverseconsequences.ControlEnvironmentThe Board is committed tomaintaining a strong controlstructure and environment for theproper conduct of the Group’sbusiness operations. The Group’scontrol environment comprises thefollowing components:Independence of theAudit Committee andInternal Audit FunctionThe Audit Committee comprisesa majority of Independent Non-Executive Directors who haveunimpeded access to both Internaland External Auditors. Theactivities of the Audit Committeein reviewing the results of theInternal and External Auditors’work and findings, assist them intheir evaluation of the controlenvironment. The internal auditfunction has a clear line of reportingto the Audit Committee and theAudit Committee determines theremit of the Internal Audit function.Thus, the internal audit functionis independent of the activitiesaudited and is performed withimpartiality, proficiency and dueprofessional care.

OrganisationalStructure withDefined Roles andResponsibilitiesThe Board has established aproperly defined organisationalstructure with clear reporting linesand formalised roles andresponsibilities. The Group’s Limitsof Authority assigns authority toappropriate levels of staff toexercise control over the Group’scommitment of both capital andoperational expenditure. The Limitsof Authority are approved by theBoard and are regularly reviewedand updated to reflect changingconditions.Fraud PreventionManualDuring the year, the Board hasapproved a Fraud PreventionManual consisting of an Anti-fraudPolicy and Whistle-blowing Policy.The Anti-fraud Policy definesclearly what constitutes fraud andfraudulent activities. It alsoendeavours to limit the opportunityfor fraud against the Group byincreasing the prevention,detection and prosecution offraudulent activities.The Whistle-blowing Policy guidesemployees of the Group incommunicating instances of illegalor immoral conduct to theappropriate parties within theGroup and, at the same time,protecting these employees againstvictimisation, discrimination orbeing disadvantaged in any wayarising from such communication.It also provides for properinvestigation on all allegations orreports from within and outsidethe Group.The manual builds into the Group’sculture an abhorrence for fraud andthe understanding that any conductof this nature will not be tolerated. Italso promotes a transparent andopen environment for fraudreporting within the Group.Human ResourcesPolicy and Codeof EthicsThe Group has in place acomprehensive Human ResourcesPolicy and Code of Ethics approvedby the Board that sets the toneof control consciousness andemployee conduct. The Code ofEthics is communicated to andacknowledged by all employeesand compliance with this Code ismandatory. There is also in placesupporting procedures for thereporting and resolution of actionscontravening these policies.The competency of staff isenhanced through a rigorousrecruitment process anddevelopment programmes.Emphasis is placed on the qualityand abilities of employees, withcontinuing education, training anddevelopment being activelyencouraged through a wide varietyof schemes and programmes,including an in-house MBAprogramme in collaboration withthe University of Cambridge LocalExaminations Syndicate andUniversity of Applied Sciences,Berne, Switzerland. An establishedperformance management system,which is linked to and guided byKey Performance Indicators andaccountability, is in place and isreviewed on an annual basis.Documented Policiesand ProceduresClearly documented internalpolicies and procedures are set outin a series of Standard OperatingManuals and implementedthroughout the Group. Theseprocedures are subject to regularreviews, updates and continuousimprovements to reflect thechanging risks and operationaldeficiency.BusinessContinuity PlanThe Board recognises that disasteror business recovery planningis a key risk management strategy.During the year, the BusinessContinuity Plan (“BCP”) for theGroup has been completed.The BCP focuses on the suddeninability of the television stationsto provide services to theirstakeholders because of the loss ofphysical assets and broadcastingcapability. In this respect, the Grouphas formulated a comprehensiveplan that will cover all actions tobe taken before, during and after adisaster, with the following objectives:• Minimise disruption of services toall levels of clients and stakeholders;• Minimise financial loss;• Ensure a timely (and prioritised)resumption of business operationsin the event of disaster or disruption;• Provide particular emphasis oninformation services and computeroperations, given the integralrelation between information andcommunications technology and allparts of the television stations’operations;• Ensure a safe and secure workingenvironment and provide otherassistance to help staff cope withthe disruption and their individualworkloads; and• Provide adequate communicationinternally and externally in theevent of disaster or disruptionto operations.The BCP will continuously beupdated to be in line with theimplementation of the Group’sbusiness operations.corporate review · internal control statement60 | 61

Risk ManagementThe Group recognises theimportance of internal controls andrisk management in sustainingits business continuity and strivesto make risk management andcontrol part of its business culture.In this respect, the Group has putin place a formal risk managementprocess to identify, evaluate,monitor and manage significantrisks impacting the Group.The Group’s risk managementmethodology is based on anintegrated risk management modelthat considers risk at all levels ofthe organisation, from the strategicto the day-to-day operations.The Board has approved the RiskManagement Framework for theGroup and the formation of theGroup Risk ManagementCommittee on 12 December 2003.This framework provides theplatform to adopt a more holisticand integrated approach tomanaging risk. The objectives ofthe framework are as follows:-• establish a clear RiskManagement Policy;• allocate and optimise the use ofresources in managing risk effectively;• inculcate an effective riskmanagement culture throughoutthe Group;• safeguard financial and nonfinancialassets of the Group;• comply with policies, procedures,guidelines, laws and regulations; and• establish an integrated RiskManagement Process where› the risk management operatingstructure is formalised and keylines of responsibility for riskmanagement throughout theGroup are defined;› monitoring of major risk factors,which may have significant impacton individual businesses and theGroup, is centralised at GroupSenior Management level; and› a transparent system ofinformation and communicationfor risk management betweenoperations, Management andthe Board of Directors is achieved.The Group Risk ManagementCommittee (“GRMC”) is chaired bythe Group Managing Director andincludes the Group Chief FinancialOfficer, Head of Human Resourcesand Administration and Head ofCorporate Governance and RiskManagement, with representativesfrom each operating unit attendingas required.At each material subsidiarycompany, the subsidiary auditcommittee is established to discussand review internal control issues,risk profiles and risk mitigationstrategies to address companylevelstrategic and operational risks.It reports to the Board of thesubsidiaries, which is responsiblefor the overall monitoring andsupervision of risk managementexercise at subsidiary level. Thesubsidiaries’ audit committee alsoreports on a quarterly basis to theAudit Committee, risks of highprobability or significant impact tobusiness units and the Group.The Group has developed anenterprise-wide risk map through acontrol and risk self-assessmentprogramme facilitated by the GroupRisk Management Unit (“GRMC”).This exercise includes profiling andmapping of the risks identified andproposing mitigating strategies tomanage these risks. The GRMCmeets quarterly to consider whatchanges to risk management andcontrol processes should berecommended. Its review coversmatters such as responses tosignificant risk and control issuesidentified, output from monitoringprocesses and changes made tothe internal control systems.The GRMC reports to theAudit Committee on the riskmanagement status on a regularbasis. The Audit Committee thenreports to the Board significantchanges in the business and theexternal environment, which affectkey risks. The Board monitorsthe implementation of the riskstrategies and any changes tothe risk profiles are highlightedto the Board for consideration.In this way, the Board will ensurethat the risk strategies areprogressing according to theimplementation plan.The risk management process inplace requires Management tocomprehensively identify andassess all types of risks in terms oflikelihood and magnitude of impactas well as to identify and evaluatethe adequacy of mechanisms inplace to manage, mitigate, avoid oreliminate these risks. The processencompasses assessments andevaluations at the business unitprocess level before beingexamined on a Group perspective.The Board views risk managementas integral to good businesspractice. Risk assessment andevaluation are incorporated into allkey business processes includingstrategy and business planning,investment appraisal, performancemanagement and safety, healthand security managementprocesses. The Group has in placean Occupational Health andSafety Policy and is currently inthe process of obtainingcertification for OHSAS(Occupational Health and SafetyAssessment Series) 18001.

Internal AuditThe Group’s internal audit function undertakes regularreviews of the Group’s operations and its system ofinternal controls. It provides continuous improvementto the controls and risk management procedures. Inthis respect, the internal audit function reviews theGroup’s activities based on an approved audit planpresented to the Audit Committee. The audit plan isdeveloped based on the risk profiles of the businessentities of the Group in accordance with the riskpolicy as approved by the Board. Internal auditfindings are discussed at management level andactions are agreed in response to the internal auditrecommendations. The status of implementationof the agreed actions is followed up by the internalaudit function to ensure that satisfactory controlis maintained.The Audit Committee reviews all internal auditfindings and recommendations to ensure that theyobtain the necessary level of assurance with respectto the adequacy of the internal controls as required bythe Board. The Audit Committee also reviews theeffectiveness of the risk management process.Significant risk issues are referred to the Board forconsideration. The Board reviews the minutes of theAudit Committee meetings.Annual AssessmentFrameworkDuring the year, the Board has approved the AnnualAssessment Framework to evaluate the state ofinternal controls and risk management at eachoperating unit. This represents a diagnostic check oneach operating unit so that the Board has the comfortthat a sound control environment and structure is inplace, thus enabling the Board to make the necessarystatement in the annual report. The General AuditReport, based on a proposed rating system, will beissued to all operating units within the Group at theend of the year under review. The proposed ratingsystem considers the achievement of key objectivesby the operating units; financial performance of theoperating units including cost control measures;compliance with the risk management frameworkand internal control procedures; effectiveness ofmanagement supervision; quality of staffingand follow-up actions on issues raised during theexternal audit.Other Key Elements ofInternal ControlThe other key elements of the Group’s internal controlsystem are described below:• Setting up of various committees including theProgramme Committee and Tender Committee withclearly defined terms of reference to ensuretransparency and integrity of the procurement process.• A detailed budgeting process where each businessunit submits a business plan annually for approval bythe Board.• Monthly reporting of actual results and their reviewagainst budget, with major variances being followed upand management actions taken, where necessary. Thefinancial results are reviewed by the Board withManagement on a quarterly basis, to enable them togauge the Group’s achievement of its annual targetsand review any key financial and operational issues.• Regular and comprehensive information provided toManagement, covering financial performance and keyperformance indicators, such as advertising marketshare, television viewership, programme ratings andutilisation of resources.• Monitoring of performance including discussion of anysignificant issues at Senior Management meetings.• Regular visits to operating units by members of theBoard and Senior Management.The Board believes that the development of the systemof internal controls is an ongoing process and has takensteps throughout the year to improve its internal controlsystem and will continue to do so. Based on theassessment of the internal control system of the Group,no significant control failings or weaknesses that wouldresult in material loss, contingency or uncertaintyrequiring disclosure in the Group’s annual reportwere noted.Associated CompanyThe state of internal control of The New Straits TimesPress (Malaysia) Berhad, an associated company ofMedia Prima Berhad listed on the Bursa Securities, hasbeen disclosed in the Statement on Internal Controlmade by its board of directors and is thus excludedfrom this statement. However, the Directors of MediaPrima are appointed to this board, attend boardmeetings and review the key financial information ofthe company. These directors report to the MediaPrima Board in the event that the company does notappropriately manage significant risks.This statement is made on the recommendation of theAudit Committee to the Board of Directors and as perthe Board’s resolution dated 24 March 2006.corporate review · internal control statement62 | 63

charts

Average Daily Audience Share by Dayparts (Audience Age 6+)65Time 05:30-09:5962.2%Time 10:00-11:596565Time 12:00-15:596060605555555050504540454036.1%454039.9%35353530.9%303026.5%30252018.2%252016.4% 17.5%2520Percent151005008.3%9.5%1.9%TV1 TV2 8TV ntv7 TV3Percent151005003.6%TV1 TV2 8TV ntv7 TV3Percent1510050013%11%5.1%TV1 TV2 8TV ntv7 TV365Time 16:00-17:5965Time 18:00-19:5965Time 20:00-20:2964.1%606060555555505050454041.9%454037.5%4540353535Percent3025201510050019.5%15.6%14.2%8.9%TV1 TV2 8TV ntv7 TV3Percent3025201510050024.1%18.1%12%8.3%TV1 TV2 8TV ntv7 TV3Percent3025201510050012.6%10.6%9.5%3.1%TV1 TV2 8TV ntv7 TV3Percent65Time 20:30-20:596056.9%55504540353025201513.9%9.9%105.7%0500TV1 TV2 8TV ntv7 TV3Percent6560555045403530252015100500Time 21:00-22:5940.5%21.2%16.8%12.9%8.5%TV1 TV2 8TV ntv7 TV3Percent65Time 23:00-close605550454035.7%3528.3%30252017.5%1511.1%107.4%0500TV1 TV2 8TV ntv7 TV3corporate review · audience chart 66 | 67

share price chartVolume(’000)20,00017,50015,00012,50010,0007,5005,0002,500001 Apr200522 Apr200513 May200503 Jun200524 Jun200515 Jul200505 Aug200526 Aug200516 Sep200507 Oct200528 Oct200518 Nov200509 Dec200530 Dec200520 Jan200610 Feb200603 Mar200624 Mar200614 Apr200628 Apr2006Price (RM)2.01.751.51.251.00.750.50.250Volume of Shares TradedShare Price

financial highlightsGroupCompanyYear ended2005RM’000Year ended2004RM’000Year ended2005RM’000Year ended2004RM’000Revenue 399,689 328,405 93,768 23,766Profit/ (Loss) Before Taxation 71,633 49,432 76,384 6,434Net Profit/ (Loss) After Taxation 54,794 33,856 53,770 4,474Minority Interests 1,451 3,857 - -Share Capital 600,106 540,658 600,109 540,658Shareholders’ Funds * 36,470 256,921 720,320 577,771Earnings Per Share (sen) (Basic) ** 10 7 - -Return On Shareholders’ Funds (%) 154 15 7 1Net Assets Backing Per Share (RM) 0.06 0.48 1.20 1.07Number Of Employees At Financial Year End 1,512 1,110 7 5* Shareholders’ Funds: Share Capital + Share Premium + Other Reserves + Accumulated Losses** Earnings per Share (Basic): Net Profit After Taxation and Minority Interests of RM56,245,000 (31.12.2004: RM37,713,000)and the weighted average number of ordinary shares in issue of 600,109,000 (31.12.2003 : 540,658,000)corporate review · share price chart · financial highlights68 | 69

financial chartsGroup Revenue450400350371328400Group Profit / (Loss) Before Taxation300250222241244300250200200178(RM) Million1501005002000 2001 2002 2003* 2004 2005150100500-502000 2001 2002(2)(7)2003*49722004 2005-100-150(130)-200(RM) Million-250-300-350-400*16 months period

Group Shareholders’ Funds300250200219257Property, Plant and Equipment150100450400350299500-502000 2001 20022003*36.4702004 2005300250258240-100-150(RM) Million200150100500170161 1612000 2001 2002 2003* 2004 2005(RM) Million-200-250-300-350-400(338) (340)(367)Group Expenditure550500477Group Employees(RM) Million450400350300250200150100500371356301263 2662000 2001 2002 2003* 2004 2005Number of Employees1800160014001200100080060040020001,5121,3811,1941,1611,0701,1102000 2001 2002 2003 2004 2005corporate review · financial charts70 | 71