icon annual report

AnnuAl RepoRt2014

Level 12A, East Wing, The IconNo. 1, Jalan 1/68FOff Jalan Tun Razak55000 Kuala Lumpur, Malaysia

Tel : +603 2180 6300Fax : +603 2165 1086

ICON OFFSHORE BERHAD(Company No.: 984830-D)Incorporated in Malaysia under the Companies Act, 1985

www.iconoffshore.com.my

Committed to Creating Value

ICON OFFSHORE BERHAD(Company No.: 984830-D)

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Committed to Creating Value

After years of success, ICON Offshore has embarked on its maiden voyage as a public listed entity. Having set a steady course for the future, the company is ably helmed by a capable management team and supported by its modern fleet and talented people. Sailing forth into a horizon of bright prospects, the company is navigating itself to an iconic future of growth, stability and success.

ICON Offshore Berhad (ICON) is one of the largest Offshore Support Vessel (OSV) providers in Malaysia and Southeast Asia in terms of the number of OSVs. We are a Malaysia-based OSV provider which owns and operates one of the youngest, fastest growing and most sophisticated fleets of OSVs in Southeast Asia. All of our vessels are Malaysian-flagged and they provide a wide range of logistical support services throughout the entire offshore oil and gas life cycle; from exploration and appraisal, to field development, operation and maintenance, right through to decommissioning activities.

Our vessels provide a diverse array of services including seismic survey, drilling operations support, towing, anchor handling and mooring of barges, construction support, repair and maintenance support, firefighting and emergency response. Our fleet also offers accommodation facilities for personnel as well as transportation of personnel, fuel, drilling fluids, cement, water and supplies to platforms. We also provide ship management services to third party vessel owners.

ICONs strategy of focusing on the OSV market in Malaysia and Southeast Asia is enabling us to maintain a track record of strong earnings growth and high operating margins. As we move forward, we are leveraging on long-term charter contracts for the majority of our vessels which are providing us with cash flow stability and earnings visibility.

VISIONTo be the preferred global offshore marine service provider for the oil and gas industry.

MISSIONWe are committed to creating value for our customers, employees and stakeholders by employing a fleet of modern vessels; upholding the highest standard of Health, Safety and Environmental practices; as well as ensuring the continuous development of our greatest asset our PEOPLE.

VALUES We hope to achieve our Vision and Mission by upholding these tenets of our core values:

I - Integrity and mutual respect C - Committed to creating value O - Operate as one - Teamwork N - Navigate the extra mile

4 Corporate Information

6 Corporate Structure

8 Performance Highlight

9 List of Vessels

10 Board of Directors

12 Directors Profile

17 Senior Management Team

20 Chairmans Statement

27 CEOs Review

34 Calendar of Significant Events

37 Health, Safety and Environmental

40 Corporate Social Responsibility

CONTENTS43 Icon Maritime Training Centre

44 Audit and Risk Management

Committee Report

48 Statement of Corporate Governance

59 Statement on Risk Management

and Internal Control

62 Statement of Directors Responsibility

63 Financial Statements

136 Supplemental Information

139 List of Property

140 Analysis of Shareholdings

143 Notice of AGM

Proxy Form

ICON OFFSHORE BERHAD4

CORPORATE INFORMATION

BOARD OF DIRECTORS

Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda(Chairman and Non-Independent Non-Executive)

Dato Abdul Rahman bin Ahmad(Non-Independent Non-Executive Director)

Syed Yasir Arafat bin Syed Abd Kadir(Non-Independent Non-Executive Director)

Dr. Jamal bin Yusof @ Gordon Duclos(Chief Executive Officer and Non-Independent Executive Director)

Datuk Wira Azhar bin Abdul Hamid(Senior Independent Non-Executive Director)

Edwanee Cheah bin Abdullah(Independent Non-Executive Director)

Madeline Lee May Ming(Independent Non-Executive Director)

Datuk Abdullah bin Ahmad(Independent Non-Executive Director)

James William ller(Independent Non-Executive Director)

EXECUTIVE COMMITTEE

Syed Yasir Arafat bin Syed Abd Kadir(Chairman)

Dato Abdul Rahman bin Ahmad

Dr. Jamal bin Yusof @ Gordon Duclos

Captain Hassan bin Ali

Rahman bin Yusof

Lim Fu Yen

AUDIT AND RISK MANAGEMENT COMMITTEE

Datuk Wira Azhar bin Abdul Hamid(Chairman)

Edwanee Cheah bin Abdullah

Syed Yasir Arafat bin Syed Abd Kadir

REMUNERATION COMMITTEE

Edwanee Cheah bin Abdullah(Chairman)

Madeline Lee May Ming


NOMINATION COMMITTEE

Edwanee Cheah bin Abdullah(Chairman)

Madeline Lee May Ming


COMPANY SECRETARY

Lim Poh Seng (MAICSA No. 7010899)

REGISTERED OFFICE

Level 21, Suite 21.01The Gardens South TowerMid Valley CityLingkaran Syed Putra59200 Kuala Lumpur, MalaysiaTel. No. : +603 2298 7818Fax No. : +603 2284 2669

52014 ANNUAL REPORT

HEAD/MANAGEMENT OFFICE

Level 12A, East WingThe IconNo. 1, Jalan 1/68FOff Jalan Tun Razak55000 Kuala Lumpur, MalaysiaTel. No. : +603 2180 6300Fax No. : +603 2165 1086Website : www.iconoffshore.com.myEmail : [email protected]

KEMAMAN OFFICE

Lot 13837, Jalan Penghiburan, Bakau Tinggi24000 Kemaman, Terengganu, MalaysiaTel. No. : +609-8502 740Fax No. : +609-8502 744Email : [email protected]

LABUAN OFFICE

Lot 6875, Bestari Warehouse,Jalan Patau-Patau87000 Labuan F.T., MalaysiaTel. No. : +6087-410 387Fax No. : +6087-410 424Email : [email protected]

AUDITORS

PRICEWATERHOUSECOOPERSLevel 10, 1 Sentral,Jalan Travers, Kuala Lumpur Sentral,PO Box 10192, 50706Kuala Lumpur Sentral

LEGAL ADVISERS

SKRINE & CoUnit No. 50-8-1, 8th floor,Wisma UOA Damansara,50, Jalan Dungun,Damansara Heights,50490 Kuala Lumpur, MalaysiaTel. No. : +603 2081 3999

Wong & PartnersMember firm of Baker & McKenzie InternationalLevel 21, The Gardens South TowerMid Valley City, Lingkaran Syed Putra59200 Kuala Lumpur, MalaysiaTel. No. : +603 2298 7888

PRINCIPAL BANKERS

Affin Bank Berhad

Affin Hwang Investment Bank Berhad

AmBank (M) Berhad

Bank Pembangunan Malaysia Berhad

BNP Paribas Malaysia Berhad

Hong Leong Bank Berhad

Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad

RHB Bank Berhad

Standard Chartered Saadiq Berhad

SHARE REGISTRAR

Symphony Share Registrars Sdn. BhdLevel 6, Symphony HousePusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan, MalaysiaTel. No.: +603 7841 8000

STOCK EXCHANGE LISTING

Bursa Malaysia Securities Berhad (Main Market)Listed since: 25 June 2014Sector: Trading/ServicesStock name: ICONStock code: 5255


CORPORATE STRUCTURE

HOLDING COMPANY

ICON OFFSHORE GROUP SDN BHDLicense holder Vessel holding company

ICON FLEET SDN BHD

Omni Marine Sdn Bhd

Omni Power Sdn Bhd

Omni Ventures Sdn Bhd

Omni Triton Sdn Bhd

Icon Maritime Training Centre Sdn Bhd

Icon Bahtera (B) Sdn Bhd

100% 100%

100%

ICON OFFSHORE BERHAD

Icon Corridor (L) Inc

Icon Azra (L) Inc

Icon Biru 1 (L) Inc

Icon Biru 2 (L) Inc

Icon Aliza (L) Inc

Icon Andra (L) Inc

Icon Astrid (L) Inc

Icon Dahan 1 (L) Inc

Icon Dahan 2 (L) Inc

Icon Ikhlas (L) Inc

Icon Lotus (L) Inc

Icon Kayra (L) Inc

Icon Dawai (L) Inc

Icon Huma (L) Inc

Icon Gaya (L) Inc

Icon Explorer (L) Inc

Icon Ocean (L) Inc Icon Puteri 1 (L) Inc

Icon Puteri 2 (L) Inc

Icon Pinang 1 (L) Inc

Icon Pinang 2 (L) inc


Icon Piai 1 (L) Inc

Icon Piai 2 (L) Inc


Icon Pioneer (L) Inc

72014 ANNUAL REPORT

Ship management companyICON SHIP MANAGEMENT SDN BHD

Icon Tigris (L) Inc

Icon Samudera (L) Inc

Icon Zara (L) Inc

Icon Sophia (L) Inc

Icon Sari (L) Inc

Icon Waja (L) Inc

100%

Omni Offshore (L) Inc

Omni Emery (L) Inc

Omni Victory (L) Inc

Omni Flotilla (L) Inc

Omni Marissa (L) Inc

Omni Stella (L) Inc

ICON-FOB Holdings (L) Inc

ICON-FOB 1 (L) Inc

51%

100%


PERFORMANCE HIGHLIGHT

FINANCIAL PERFORMANCE

1,08

0,60

6

1,78

1,69

3

56,4

00

90,7

47

184,

801

174,

834

318,

877

59,3

54

* Adjusted EBITDA and Adjusted PAT excludes exceptional items. Details on page136-138.

EBITDA Earnings Before Interest, Taxes, Depreciation and Amortisation

PAT Profit After Taxation

RevenueRM (000)

PATRM (000)

Adjusted PAT*RM (000)

Equity Attributable to ShareholdersRM (000)

EBITDARM (000)

Adjusted EBITDA*RM (000)

Total AssetsRM (000)

Profit Before TaxationRM (000)

2013 2014

379,

364

2013

2013

2014

2014

1,57

5,71

7

17,5

55

2013 2014

190,

868

2013 2014

143,

444

2013 2014

334,

863

2013 2014

113,

601

2013 2014

89,5

74

92014 ANNUAL REPORT

LIST OF VESSELS

BRAKE HORSE YEAR OFNO. VESSEL NAME VESSEL TYPE POWER (BHP) BUILT 1 TANJUNG DAHAN 1 AHTS 5,444 20072 TANJUNG DAHAN 2 AHTS 5,444 20073 TANJUNG PUTERI 1 AHTS 5,444 20084 TANJUNG PUTERI 2 AHTS 5,444 20085 TANJUNG BIRU 1 AHTS 5,220 20096 TANJUNG BIRU 2 AHTS 5,220 20097 TANJUNG DAWAI AHTS 5,444 20078 TANJUNG SARI AHTS 5,444 20099 TANJUNG HUMA AHTS 5,428 200510 OMNI VICTORY AHTS 8,000 200911 OMNI GAGAH AHTS 5,500 200312 OMNI PERKASA AHTS 5,500 200313 OMNI MARISSA AHTS 5,220 201014 OMNI STELLA AHTS 5,220 201015 OMNI TIGRIS AHTS 5,220 200816 ICON AZRA AHTS 5,150 201217 ICON SAMUDERA AHTS 5,150 201218 ICON IKHLAS AHTS 5,150 201219 ICON ZARA AHTS 5,150 201220 ICON LOTUS AHTS 5,150 201221 ICON SOPHIA AHTS 5,150 201322 OMNI ANTEIA AHT/UTILITY 5,220 200823 OMNI EMERY 1 AHT/UTILITY 4,200 200824 OMNI AKIRA AHT/UTILITY 3,200 200625 TANJUNG PINANG 1 SSV 5,110 200626 TANJUNG PINANG 2 SSV 5,110 200627 TANJUNG PINANG 3 SSV 5,110 200628 TANJUNG PINANG 4 SSV 5,110 200629 TANJUNG GAYA TUG/UTILITY 3,600 200830 TANJUNG PIAI 1 PSV 6,970 201131 TANJUNG PIAI 2 PSV 6,970 201332 ICON VALIANT AWB 5,200 201333 ICON KAYRA AWB 6,000 2013

VESSELS UNDER CONSTRUCTION BRAKE HORSE HULL NO. VESSEL TYPE POWER (BHP)

34 SH128 AHTS 10,800 35 G016 AHTS 10,80036 SH121 AWB 5,20037 SH129 PSV 6,97038 NB123 FCB 2,874

AHTS Anchor Handling Tug & SupplyAHT Anchor Handling & Tug SSV Straight Supply Vessel

PSV Platform Support VesselAWB Accommodation Work BoatFCB Fast Crew Boat


BOARD OF DIRECTORS

1) Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda2) Dato Abdul Rahman bin Ahmad3) Datuk Wira Azhar bin Abdul Hamid4) Edwanee Cheah bin Abdullah5) Datuk Abdullah bin Ahmad

12345

112014 ANNUAL REPORT

6) Dr. Jamal bin Yusof @ Gordon Duclos

7) Syed Yasir Arafat bin Syed Abd Kadir8) Madeline Lee May Ming9) James William ller

9876


DIRECTORS PROFILE

Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda, Malaysian, aged 69, is a Chairman and Non-Independent Non-Executive Director of our Company.

Raja Arshad is the Chairman of Ekuiti Nasional Berhad (Ekuinas), Maxis Berhad, Yayasan Raja Muda Selangor and Yayasan Amir. He is presently a Director of Khazanah Nasional Berhad, Yayasan DayaDiri and ACR Retakaful Berhad. He is also the Chancellor of University Selangor. He was formerly Executive Chairman and senior partner of PricewaterhouseCoopers (PwC), Malaysia, Chairman of the Leadership Team of PwC Asia 7, Chairman of the Malaysian Accounting Standards Board and Danamodal Nasional Berhad. His previous international appointments include being a member of the PwC Global Leadership Team, the PwC Global IFRS Board and the Standards Advisory Council of the International Accounting Standards Board.

His previous public appointments include being a member of the Securities Commission, the Malaysian Communications and Multimedia Commission, the Investment Panel of the Employees Provident Fund and the Board of Trustees of the National Art Gallery.

He is a Fellow of the Institute of Chartered Accountants in England and Wales, and a member of the Malaysian Institute of Accountants. He is also a member of the Malaysian Institute of Certified Public Accountants and served on its council for 24 years, including three years as its president.

Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda

Dr. Jamal bin Yusof @ Gordon Duclos

ChairmanNon-Independant Non-Executive Director

Chief Executive Officer and Non-Independent Executive Director

Dr. Jamal bin Yusof @ Gordon Duclos, Malaysian, aged 49, is the Chief Executive Officer and Non-Independent Executive Director of our Company. He graduated with a Bachelor of Science degree in Dental Surgery from Universiti Malaya in 1990. He is also the President of Malaysia Offshore Support Vessels Owners Association (OSV Malaysia). He began his career in dentistry by founding a family dental practice in 1990 and had practised dentistry for almost 10 years. He also held the position of Managing Director of Sisma Enterprise Sdn. Bhd. from 1997 to 2005, where he was responsible for the growth and development of the company particularly in the provision of electrical engineering and OSV services. In 2006, he ventured further into the oil and gas industry by founding Omni Power, through which they acquired their first vessel. He was the Managing Director of Omni group of companies up to the completion of the strategic consolidation in 2012, between Omni Petromaritime Sdn Bhd and Tanjung Kapal Services Sdn Bhd following which he assumed the position as our Chief Executive Officer. He has over 18 years of experience in the OSV industry.


Datuk Wira Azhar bin Abdul HamidSenior Independent Non-Executive Director

Datuk Wira Azhar bin Abdul Hamid, Malaysian, aged 53, is a Senior Independent Non-Executive Director of our Company. He is also the Chairman of Audit and Risk Management Committee. He is a qualified Accountant and is a Fellow of the Chartered Association of Certified Accountant (UK). In addition to this, he is a member of the Malaysian Institute of Accountants.

He began his career as a Financial Internal Audit Manager at British Telecoms Plc. in London, UK and served from 1989 to 1991 where he was responsible for operational review audits at British Telecoms District Offices in South East England. He then joined the Malaysian Co-Operative Insurance Society Ltd. as the Head of Finance from 1992 to 1994. Subsequently in 1994, he joined the Sime Darby Group and held various financial and senior management position in manufacturing, oil & gas, industrial equipment, plantation businesses, before leaving Sime Darby in 2010. Datuk Wira Azhars last position in the Sime Darby Group was in its Plantation Division as Executive Vice President.

In January 2011, he was appointed as Independent Director of Perbadanan Kemajuan Negeri Perak and from September 2011 to December 2014, he was the Chief Executive Officer of Mass Rapid Transit Corporation Sdn. Bhd. He is now the Group Managing Director of Tradewinds Corporation Berhad and also holds several directorships in other private limited companies.

Dato Abdul Rahman bin AhmadNon-Independent Non-Executive Director

Dato Abdul Rahman bin Ahmad, Malaysian, aged 46, is a Non-Independent Non-Executive Director of our Company. He holds a Masters of Arts in Economics from Cambridge University, UK which he obtained in 1992 and is a member of the Institute of Chartered Accountants in England and Wales since 1996. He began his career at Arthur Andersen, London, UK, from 1992 to 1996 as an Assistant Manager and later served as Special Assistant to the Executive Chairman of Trenergy (M) Berhad from 1996 to 1999. He subsequently joined Pengurusan Danaharta Nasional Berhad from 1999 to 2000 as Unit Head and later went on to become Executive Director of SSR Associates Sdn. Bhd. a boutique corporate advisory firm, from 2000 to 2001.

Subsequently, Dato Abdul Rahman bin Ahmad held the position of Chief Executive Officer of Malaysian Resources Corporation Berhad from 2001 to 2003, a Malaysian conglomerate involved in property, construction and infrastructure. From 2003 to 2009, he was the Group Managing Director and Chief Executive Officer of Media Prima Berhad, an integrated media investment group in Malaysia prior to joining Ekuinas in 2009 as Executive Director and Chief Executive Officer where he leads its Management Committee and is a member of its Investment Committee. Currently, he is an Independent Director of Malaysian Resources Corporation Berhad, Axiata Group Berhad and Director of M+S Pte. Ltd., a joint venture property company of Khazanah Nasional Berhad and Temasek Holdings (Private) Limited. He also holds several directorships in other private limited companies.


DIRECTORS PROFILE (contd)

Edwanee Cheah bin AbdullahIndependent Non-Executive Director

Edwanee Cheah bin Abdullah, Malaysian, aged 65, is an Independent Non-Executive Director of our company. He is also the Chairman of Remuneration Committee and Nomination Committee. He obtained a Diploma in Mechanical Engineering from Singapore Polytechnic in 1973. In 1999, he obtained a Masters in Business and Administration (Technology) degree which was jointly awarded by Deakin University, Melbourne, Australia and the Association of Professional Engineers, Scientists and Managers, Australia.

He has over 40 years of international experience in the energy and oil and gas industry. He began his career with Shell Brunei LNG Sdn. Bhd. in 1973 as a trainee engineer and has since served various companies with the Shell group of companies (Shell Group) in Malaysia, Singapore, Brunei, South Korea, Netherlands, UK and USA for 32 years. During his tenure with the Shell Group, he had assumed various positions including Engineer, Site Representative Manager, Division Head and Global Consultant where he was responsible for, among others, engineering related matters, project management and internal consultancy. In 2006, he left Shell International Exploration and Production B.V., Netherlands. In 2007, he joined S 2 Click Sdn. Bhd., an oil and gas consultancy firm, as Director and Principal Consultant, where he provides consultancy services to various oil and gas companies.

Syed Yasir Arafat bin Syed Abd Kadir, Malaysian, aged 43, graduated from University of Essex, UK in 1994 with a Bachelor of Arts (Hons) degree in Accounting and Financial Management. He began his career in 1994 as an Executive in the Project Development Department of Aseambankers Malaysia Berhad (now known as Maybank Investment Bank). In 1996, he joined the Capital Markets Department of Commerce International Merchant Bankers Berhad (now known as CIMB Investment Bank Berhad) as an Executive until 1998. He subsequently joined Pengurusan Danaharta Nasional Berhad as an Executive from 1998 to 1999. He joined United Overseas Bank (Malaysia) Berhad as a Deputy Manager in the Investment Banking Division, Corporate Finance in 2000 and was involved in corporate advisory work until he left in 2001.

He joined ING Corporate Advisory (Malaysia) Sdn. Bhd. in 2001 and served for nine years, starting as Vice President of Corporate Finance, specialising in areas of mergers and acquisitions, equity and equity-linked fund raising, debt fund raising and financial advisory for some of Malaysias leading companies in banking, plantations, automotive, telecommunications and property, among others. His last position was Country Manager of ING Wholesale Banking, a position that he was promoted to in 2007, overseeing both ING Corporate Advisory (Malaysia) Sdn. Bhd. and ING Bank N.V. Labuan Branch operations in Malaysia.

He joined Ekuiti Nasional Berhad (Ekuinas) in 2009 as the Managing Partner, Investment, where he oversees the Investment Team and leads Ekuinas portfolio investments in the oil and gas industry. He is a member of the Investment Committee and the Management Committee of Ekuinas.

Syed Yasir Arafat bin Syed Abd KadirNon-Independent Non-Executive Director


Datuk Abdullah bin AhmadIndependent Non-Executive Director

Datuk Abdullah bin Ahmad, Malaysian, aged 68, is an Independent Non-Executive Director of our Company.

He graduated from University Malaya in 1970 with a Bachelor of Arts. He obtained his post-graduate Diploma in Management Science from National Institute of Public Administration (INTAN) in 1974 and Certificate in Petroleum Management (Arthur DLittle) Boston, USA in 1985.

He was formerly an Administrative & Diplomatic Service Officer. He started his career as a civil servant assigned to various divisions within the purview of the Ministry of Home Affairs. His last posting was in Public Services Department.

In 1979, he joined Petroleum Nasional Berhad (PETRONAS) as the Head of Human Resource Planning and Recruitment. Whilst serving PETRONAS he was exposed to both upstream and downstream at operating unit level including Carigali-BP(a joint venture company between PETRONAS Carigali and British Petroleum Development Company, UK) for exploration and production of oil, offshore Kudat, followed by other postings to domestic marketing, area office, regional office, petrochemical plant and subsidiaries in various capacities including Board Member of PETRONAS property related subsidiaries.

He was formerly the Secretary of Malaysian Petroleum Club and tasked to head its operation.

Madeline Lee May MingIndependent Non-Executive Director

Madeline Lee May Ming, Malaysian, aged 47, is an Independent Non-Executive Director of our Company. In 1991, she obtained her Bachelor of Laws (Hons) degree from Queens University, Belfast, UK. She pursued her postgraduate studies at the same university and graduated with a Master of Laws in 1992. She was called to the Bar of England and Wales in 1993 and is a member of Grays Inn, UK since 1993. She was subsequently called to the Singapore Bar in 1995 and also to the Malaysian Bar in 2001.

She embarked her career as a pupil Barrister in the Chambers of 4 Brick Court, London UK in 1993 until 1994. She later practiced in Singapore until 1996 and she joined Rodyk & Davidson, Vietnams office until 1999. She returned home in 2000 and joined Raslan Loong as an associate, after her overseas stint. She joined Mazlan & Associates in 2003 and made a Partner of the firm in 2006. She left Mazlan and Associates in 2014 and now with Ilham Lee, as a founding partner.


James William llerIndependent Non-Executive Director

James William Iler, American, aged 53, is an Independent Non-Executive Director of our company.

He has over 30 years of oilfield experience in the energy and oil and gas services/industry. He began his career with Marathon Oil Company in 1983 as a Material Expeditor. He then left and joined Sakhalin II in 1998 as the Country Logistics Manager where he was responsible of managing and supervising work for Marathon Oil, Shell and ExxonMobil. In 2005, he joined Hess Group of Companies and served in West Africa and also the Asia Pacific region until 2014 covering Malaysia, Thailand, Indonesia, China and Australia. He is currently the Chief Executive Officer of Matrix Reservoir Sdn Bhd, the operator of Tok Bali Supply Base and Tok Bali Terminals, Tok Bali, Kelantan.

DIRECTORS PROFILE (contd)


SENIOR MANAGEMENT TEAM

1) Dr. Jamal bin Yusof @ Gordon Duclos (Chief Executive Officer)2) Captain Hassan bin Ali (Deputy Chief Executive Officer)3) Rahman bin Yusof (Chief Operating Officer)4) Zaleha binti Abdul Hamid (Chief Financial Officer)

1 2 3 4


We pay tribute to the many unsung heroes who without seeking recognition, have tirelessly worked to the highest levels of professionalism and commitment in delivering our 2014 performance. People remain at the heart of our business and will always remain so. The experience and expertise of our multi-cultural workforce is the solid bedrock upon which we steady ourselves and journey through stormy weather with full confidence and vigour.

PEOPLE


Raja tan Sri dato Seri Arshad bin Raja tun UdaChairman


CHAIRMANS STATEMENT

OUR OPERATING ENVIRONMENT

While our listing had been successful, the year in review was a turbulent one for oil and gas players given the subdued global economic growth and the continued softening of oil prices in the second half of the year. The bleak outlook for the global oil and gas industry adversely affected demand for oilfield services which was further affected by the reduction in capital expenditure by oil majors. In view of the surplus supply of oil and weakening oil prices, global OSV players had to contend with lower vessel utilisation rates. This scenario coupled with challenging Malaysian economic landscape, affected the many OSV players supporting the domestic oil and gas industry, including ICON.

Nevertheless, as a result of our competencies and fundamentals in the Malaysian OSV sector, we were able to maintain our profitability.

DEAR SHAREHOLDERS,

ICON OFFSHORE BERHAD (ICON) WAS SUCCESSFULLY

LISTED ON BURSA MALAYSIA ON 25 JUNE 2014.

IT WAS THE COUNTRYS LARGEST LISTING IN 2014,

ATTRACTING SUBSTANTIAL INTEREST FROM MALAYSIA

AND INTERNATIONAL INVESTORS.

ON BEHALF OF THE BOARD OF DIRECTORS,

I AM PLEASED AND PRIVILEGED TO WELCOME YOU

ON BOARD AS A SHAREHOLDER OF ICON AND TO

PRESENT TO YOU THE INAUGURAL ANNUAL REPORT

OF ICON OFFSHORE BERHAD FOR THE FINANCIAL YEAR

ENDED 31 DECEMBER 2014.


CHAIRMANS STATEMENT (contd)

OUR FINANCIAL PERFORMANCE

Against this backdrop, ICON posted lower revenue of RM318.9 million for the financial year ended 31 December 2014, a 4.8% or RM16.0 million drop from RM334.9 million in financial year 2013 (FY2013). This decrease was mainly attributable to lower demand as well as lower oil and gas industry activities. ICON recorded adjusted profit after tax (excluding exceptional items) of RM90.7 million in FY2014 in comparison to RM89.6 million registered in FY2013. ICONs strength in maintaining its profitability amidst uncertain market conditions speaks well of its resilience.

OUR CORPORATE GOVERNANCE

As we pursue long-term success for ICON, the Board of Directors is committed to upholding and implementing the highest standards of corporate governance and risk management practices throughout our organisation. We subscribe to the principles and recommendations set out in the Second Edition of the Malaysian Code of Corporate Governance 2012. The details of our 2014 corporate governance measures, risk management practices and internal control policies can be found in the relevant sections of this Annual Report.

OUR CSR PRACTICES

As a conscientious corporate citizen and a leading player in the OSV sector, we are genuinely committed to balancing out our financial performance with responsible social and environmental considerations. As such, we undertake Corporate Social Responsibility (CSR) practices that serve to create value and impact positively on our diverse stakeholders in

the areas of the Community, Workplace, Marketplace and the Environment. On the Community front, we are giving back to the communities that we operate in through our support of the Dyslexia Association of Malaysias activities, as well as helping elevate the lives of communities in Kemaman, Terengganu through our sponsorship of a tuition programme for four schools in the area. The details of our CSR activities on the Community and other fronts are spelt out in the CSR section of this Annual Report.

OUR PEOPLE DEVELOPMENT EFFORTS

Our employees are our greatest asset and we undertake effective talent development, leadership development and succession planning activities to strengthen our workforce. As a result of our efforts to nurture and grow our workforce, ICON was lauded as one of the Best Companies To Work For In Asia 2014 by HR Asia. Being a key OSV player in the region, we are committed to developing and strengthening the skills and calibre of ICONs offshore mariners. We are achieving this through the activities of Icon Maritime Training Centre (IMTC), which offers specialised training and career development programmes to seafarers working in the OSV industry. More details of our people development activities can be found in the CSR and IMTC sections of this Annual Report.

OUTOOK AND PROSPECTS

The International Monetary Fund has downgraded its global growth forecast for 2015 largely due to the stuttering recovery in the United States, the continued fragility in the Eurozone and the slowdown in Chinas economy. While for Malaysia, the economy is expected to grow at a revised


forecast of between 4.5% and 5.5% in 2015 (2014: 6%). The uncertainty of declining oil prices affecting the countrys outlook will linger. The challenges in the geopolitical environment, the drastic weakening in crude oil prices, coupled with cost optimisation initiatives by oil majors, are all expected to affect the demand for OSV services.

Going forward, ICON will focus its efforts on ensuring its utilisation rate is maintained through aggressively tendering for domestic and regional work as well as maintaining its competitiveness. As the largest OSV provider in Malaysia, ICON will continue to implement sound strategies to ensure the delivery of long-term, sustainable growth to our stakeholders. Going forward, the Board of Directors remains optimistic that ICON will be able to sustain its profitability for FY2015.

APPRECIATION

On behalf of the Board of Directors, I want to convey my heartfelt thanks to you, our valued shareholders, for placing your unwavering trust in us amidst the ups and downs of our business cycle. I also wish to extend my sincere thanks to our dedicated management team and staff, who have helped us strive through the marketplace challenges to deliver another profitable year. My utmost gratitude goes to our loyal clients, suppliers, business associates, and the various regulatory authorities for their steadfast support and confidence in ICON.

Last but not least, I wish to express my deep appreciation to my fellow Board members for their wise counsel and support in helping steer ICON through another year replete with challenges and opportunities. As we venture forth to explore new areas of opportunity and brave new challenges, I call upon all our stakeholders to lend us their staunch support. Thank you.

Raja Tan Sri Dato Seri Arshad bin Raja Tun UdaChairman10 April 2015


PERFORMANCE

Our inaugural year as a public listed company marks a major milestone in our history, as we celebrate achievements throughout the year. The past 12 months were iconic, both for our external accomplishments as well as the internal improvements made. The synergy of both places ICON in the perfect position to capitalise, leverage and sail smoothly into the future.


dr. Jamal bin Yusof @ Gordon duclosChief Executive Officer


CEOS REVIEw

The oil price reached its peak at US$115 per barrel in the middle of the year to closing the year at about US$60 per barrel. The second half of 2014, proved to be challenging for the oil and gas industry as the volatility of oil prices together with the global turmoil in oil from non-OPEC nations continued to adversely affect oil majors globally. Given the ample supply of oil and its weakening prices, the overall utilisation rates for the global OSV market remained suppressed. Amidst these challenges, I am pleased to report that ICON leveraged on its competencies and fundamentals to turn in a steady performance for financial year 2014 (FY2014).

FINANCIAL PERFORMANCE

In FY2014, ICONs revenue dropped by 4.8% to RM318.9 million from RM334.9 million in the financial year 2013 (FY2013) while we recorded adjusted profit after tax (excluding exceptional items) of RM90.7 million in comparison to RM89.6 million registered in FY2013. ICONs strength in maintaining its profitability amidst uncertain market conditions speaks well of its resilience.

The lower revenue was mainly attributable to a lower fleet utilisation rate following the completion of contracts and delays in the award of subsequent contracts. On the whole, ICONs vessels registered a lower vessel utilisation rate of 78% in FY2014 as compared to 84% in FY2013, primarily due to lower demand and lower activities in oil and gas industry in the second half of the year.

DEAR SHAREHOLDERS,

THE YEAR 2014 HAS BEEN A ROLLER-COASTER ONE, FOR

OIL AND GAS INDUSTRY AS WELL AS ICON.


water operations, we are selectively moving into deep waters through a fleet expansion, diversification and rejuvenation plan.

Our versatile fleet of various types of vessels also comes equipped with latest technology equipment and machinery such as dynamic positioning class 2 (DP2) and diesel electric engine. This enables us to provide a wide range of logistical support services throughout the entire offshore oil and gas life cycle. With oil majors placing more emphasis on fuel consumption, pollution prevention and comfort on board its vessels, we are in a good position to continue providing

ACTIVE MANAGEMENT OF OUR FLEET

As at 31 March 2015, we had 33 vessels in our fleet with an average fleet age of approximately 4.3 years. Our fleet comprises 20 anchor handling tug and supply (AHTS) vessels which make up 68% of our total fleet; three smaller anchor handling tug (AHT) vessels (10% of our total fleet); and four straight supply vessel or SSVs (13% of our total fleet). The remaining 9% of the fleet comprises two platform supply vessels (PSVs), three accommodation work boats (AWBs) including the new Icon Kayra, and one utility vessel (UV). While, we have primarily been focusing on shallow

innovative solutions for our clients given our investments in new vessels, energy efficient vessels with latest technical specifications.

In FY2014, we continued to improve our fleet utilisation through our active fleet rejuvenation plan. Over the course of the year, we disposed of one low specification AHT vessel (the Omni Solaris) in March 2014, while one low specification UV, the Tanjung Manis, was disposed of in August 2014. The fleet rejuvenation plan began with the disposal of two AHT vessels in FY2013. Going forward, we will continue to explore opportunities to dispose of our AHT fleet that have lower specifications

CEOS REVIEw (contd)


CONTRACTS SECURED

In FY2014, ICON secured contracts amounting to RM403.5 million. This includes contracts secured with Brunei Shell Petroleum (BSP) for the provision of one AWB for a period of 5+2 years, with Talisman Malaysia and with EQ Petroleum Production Malaysia.

In February 2015, we received Letter of Award from PETRONAS for the provision of the spot charter of marine vessels under the umbrella contract. We were awarded six out of eight packages offered by PETRONAS under the umbrella contract which will include 60 MT AHTS vessels, SSVs, PSVs, UVs, workboats, and AWBs packages.

All these will ensure that we have a steady earnings stream going forward.

STRENGTHENING OUR ORDER BOOK Despite the soft industry outlook, we expect to reap the benefits of cash flow stability and earnings visibility as a portion of our order book is long-term in nature. The contracts in hand will contribute positively to our earnings over the duration of the contracts.

As at end of FY2014, ICONs order book stood at RM760.2 million, of which RM522.0 million (68.7%) of firm contracts and RM216.2 million (28.4%) of extension options. Approximately 53% of the current order book will provide future revenue up to FY2016. We are optimistic that the right balance of supply and demand will take place in FY2015 to give us steady revenue.

as well as older vessels while improving our fleet utilisation rates by leveraging on replacement with higher specification vessels.

In Q1 FY2015, we added one AWB (ICON Valiant) and one PSV (Tanjung Piai 2) to our fleet. Another five vessels are currently under construction and will join our fleet between second half of FY2015 and FY2017. These new builds comprise one AWB, two 10,930 bhp AHTS vessels, one PSV and one fast crew boat (FCB). These new builds will strengthen our earnings base going forward and more efficient operating performance to meet the needs of the OSV market.

Competition is expected to remain tight especially for the lower bhp AHT and AHTS asset segments. As such, we have taken steps to diversify into selective asset classes to reduce our dependency on these segments. Today, we are focusing our efforts on assets that meet client requirements, particularly the AWB, FCB and higher bhp AHTS asset segments, where higher specification vessels will provide us the ability to move into the deepwater market.

Despite the prevailing uncertainties facing the oil and gas industry, we remain committed to implementing our shipbuilding programme for the long-term. We are also exploring opportunities to acquire additional vessels to meet the demands of our clientele under our fleet expansion plan. We will continue to leverage on our healthy balance sheet and lower gearing ratio for future growth. These efforts will enable us to capture a myriad of opportunities in the OSV sector.


Going forward, ICON will continue to expand its footprint to ensure further geographical diversification such as exploring opportunities in the Southeast Asian region.

STRONG HSE PRACTICES

On the Health, Safety and Environmental (HSE) front, we continue to maintain high standards and receive recognition from our clients for maintaining an outstanding HSE track record. Until FY2014, we achieved 19.2 million manhours without lost time injury and received awards from ExxonMobil Exploration and Production Malaysia Inc., ExxonMobil Malaysia, Maersk Oil Qatar and PETRONAS Carigali. More details can be found in the HSE section of this Annual Report.

EXPANDING OUR FOOTPRINT

While ICON is a Malaysian-based OSV provider and all of our vessels are Malaysian-flagged, we have also taken the opportunity to expand our footprint. In August 2014, in line with our strategy of geographical diversification, we expanded our footprint into Brunei of which our new Icon Kayra is currently servicing the contract.

Meanwhile, the Management team is continuing to pursue other opportunities to expand our geographical footprint and new client base in the region. As we continue to secure new clients in new geographies, we are spreading our risk and limit our exposure in the existing market.

OUR PEOPLE DEVELOPMENT INITIATIVES

Through implementing talent management initiatives as well as extensive training and development opportunities for ICONs cadets and crew, particularly under our Icon Maritime Training Centre (IMTC), we are enhancing our readiness to capitalise on the Malaysian and Southeast Asian oil and gas industry, in anticipation of upwards outlook in our cyclical industry. Today, Icon has an in house OSV training centre known as IMTC and we are in the process of seeking the Malaysian Government accreditation for the centre. More details on these initiatives can be found in the CSR and IMTC sections of this Annual Report.

CEOS REVIEw (contd)


ACKNOWLEDGEMENTS

ICONs success in establishing itself as a leading OSV player is attributable to the support of many parties. I wish to express my heartfelt appreciation to our valued customers, suppliers, business partners, the various Government agencies where we do business, as well as our joint venture partners for their unwavering trust and confidence in us, as well as for extending us their firm support and cooperation.

I wish to convey my deep gratitude to ICONs Board of Directors for their wise counsel and astute insights which have certainly helped us steer a steady course amidst a turbulent year for the oil and gas industry. I wish to convey my utmost appreciation to all ICONs employees for their loyalty, commitment to excellence and dedication.

I trust all our stakeholders will continue to lend us their steadfast support as we set our sights on achieving new heights of success for our Company while weathering the challenges in the oil and gas industry. Thank you.

Dr. Jamal Yusof @ Gordon DuclosChief Executive Officer10 April 2015

MOVING FORWARD

Amidst signs of slower global growth and the prevailing uncertainties in the global oil and gas industry, ICON intends to continue riding out the current volatile oil prices with a focus on long-term and sustainable growth. As we further expand, we will step up our efforts to provide earnings visibility by growing and replenishing our order book through competitive bidding and improving fleet utilisation rates through active fleet management.

At the same time, we will work to maintain a strong balance sheet position and conserve our cash, which will enable us to capitalise on opportunities as and when they arise. We will also continue to maintain our line of sight on high HSE standards as well as explore geographical expansion by pursuing other opportunities and enlarge our client base. In achieving our objectives and ensuring sustainable growth, we will continue to remain agile and flexible to adapt to the changes in the ever-changing oil and gas industry.


VESSELS

The mainstay of our organisation, our young and dynamic fleet of vessels represents our strength and our aspirations for a glorious future; one of unlimited promise and potential, amidst calm waters of opportunity and growth. As we sail, to new shores and horizons of opportunity, our pride and joy our vessels reflect our growing sense of confidence and optimism that we can cut through the waters and pursue a bright future.


CALENDAR OF SIGNIFICANT EVENTS

2) ExxonMobil Safety Reliable Operations Award Icon received awards from ExxonMobil Malaysia for

Tanjung Puteri 2 for 4th Quarter 2013 Vessel Award In Recognition of Safety Reliable Operations and 4th Quarter 2013 Marine Best Partner Award In Recognition if Safety Reliable Operations

FEBRUARY 2014

1) Persatuan Dyslexia MalaysiaTeaching Aids Workshop Persatuan Dyslexia Malaysia (PDM) President

and staff came to conduct a half day workshop to ICON staff as part of our CSR activities with the association.

JANUARY 2014

1) PCSB Certificate of Excellence Icon Offshore Group Sdn. Bhd. (IOGSB) received

a certificate of excellence award from Petronas Carigali Sdn. Bhd. for achieving DRI 3 Million Man-Hours Without Lost Time Injury.

MARCH 2014

1) Offshore Technology Conference Asia 2014 ICON participated in the inaugural Offshore

Technology Conference Asia 2014 that was held at Kuala Lumpur Convention Centre (KLCC). The OTC Asia 2014 showcased the latest technology, equipment and machinery which provided a good platform for companies to meet prospective counterparts and partners.


MAY 2014

1) ICONs Prospectus Launch Icon Offshore Berhad successfully launched its

prospectus for the IPO witnessed by YB Senator Dato Seri Abdul Wahid Omar, Minister in the Prime Ministers Department.

2) CSR at Kemaman schools ICON donated RM100,000 to four schools in

Kemaman, the area that we are operating in, to promote education among the younger generation.

APRIL 2014

1) COO Away Day The event was organised to discuss the existing day-

to-day operational issues, process improvement strategies and action plans.

JUNE 2014

1) ICONs Listing Ceremony ICON was officially traded in Bursa Malaysia under

the stock short name ICON and stock code 5255.


SEPTEMBER 2014

1) Maersk Oil Outstanding Safety Performance ICON received an award from Maersk Oil for Omni

Tigris Outstanding Safety Performance 1 year without a Lost Time Injury

DECEMBER 2014

1) ICON OFFSHORE HSE Day The 2nd HSE Day was organised to enhance,

upgrade and implement higher standards of HSE awareness among staff and Clients.

CALENDAR OF SIGNIFICANT EVENTS (CONTD)

AUGUST 2014

1) HR Asia (Best Companies to Work For In Asia 2014) ICON Offshore Berhad received the HR Asia Best

Companies To Work For In Asia 2014 Award.

2) Delivery of Icon Kayra ICON takes delivery of Icon Kayra (SK Line 600).

JULY 2014

1) Iftar Ramadhan with anak-anak As-Solihin About 35 underprivileged children from Rumah

Anak-Anak Yatim As Solihin in Banting were feted with sumptuous Ramadhan spread and taken to a shopping mall to buy new clothes.


HEALTH, SAFETY AND ENVIRONMENTAL

UPHOLDING GOOD HEALTH, SAFETY AND ENVIRONMENTAL PRACTICES As ICON grows its business, we are mindful that we need to deliver exceptional customer experiences by consistently meeting or exceeding customers expectations for operational performance. This includes maintaining the highest Health, Safety and Environmental (HSE) standards and eliminating workplace incidents and injuries in line with the requirements of national oil companies (NOCs) and international oil companies (lOCs).

THE IMPORTANCE OF A STRONG HSE TRACK RECORD

In the oil and gas industry, a good HSE track record is one of the key selection criteria imposed by NOCs and IOCs. In the OSV arena, vessel providers with a strong HSE record of accomplishment stand a better chance of securing charter contracts. An established HSE track record also poses a significant barrier to entry for potential competitors. As such, ICON is committed to

steadfastly maintaining comprehensive HSE practices across our entire fleet to ensure the safe operation of our vessels, the prevention of pollution, and injury and incident-free work environment. HSE POLICIES AND PROCEDURES

ICON is continuously working at improving our HSE performance through our integrated framework of procedures, emergency drills, practices and standards to prevent, identify, organise and control potential hazards in a proactive manner. We have implemented key safety system elements such as employee training, inspections, safety and incident analyses, incident investigations, emergency preparedness, protective equipment, health controls, group meetings, the promotion of a safety culture and good environmental protection measures.


We place an emphasis on personal safety, the identification of safety, risks and the specification of critical control measures throughout our operations. Our efforts also extend to conducting an annual HSE Day with our staff, charterers, clients and suppliers in order to foster collaboration and ensure a seamless response in case of emergency. ICON also has HSE and security policies in place. These include our HSE Policy to provide safe and healthy working conditions on vessels and premises; a Safety Management System Policy to maintain safe and reliable operations of vessels and environmental impact; a Stop Work Policy to pursue the goal of no harm to people, properties and environment; a Drug and Alcohol Policy to maintain a safe, healthy and conducive environment for all personnel.

ENSURING HIGH HSE STANDARDS Due to the nature of our operations, we are subjected to various internal and external safety audits. These ensure that we comply with HSE protection laws and regulations as well as maintain effective waste prevention and reduction capabilities. To date, we have implemented a number of measures that include the implementation of systems, covering formal safety management, comprehensive incident and near-miss reporting as well as investigation and emergency response.

Moreover, we conduct regular safety and environmental audits and provide systematic health and safety training for our employees. We are proactive in establishing policies and operating procedures for safeguarding the environment against any hazardous materials aboard our vessels and at shore-based locations. Whenever possible, hazardous materials are maintained in or transferred to confined areas in an attempt to ensure containment if accidents occur. In addition, we have established operating policies that aim to increase awareness of actions that may harm the environment. We have implemented Safety Awareness Coach scheduled visit to our vessels to enhance safety on board vessels through providing crews safety coaching.

HEALTH, SAFETY AND ENVIRONMENTAL (CONTD)


RECOGNISED FOR OUR HSE FOCUS

Our commitment to HSE continues to be recognised by our customers year after year. In 2014, ICON received an award for outstanding HSE performance and dedication from PETRONAS Carigali for achieving three million manhours without a lost time incident. The year also saw us receiving the 4th Quarter 2013 Marine Best Partner Award in Recognition of Safety Reliable Operations from ExxonMobil Malaysia. On top of this, ExxonMobil Exploration and Production Malaysia Inc. awarded ICON a Gold Award which served as Safety Recognition for Hurt-Free Operations exceeding 100,000 manhours (2014).

In 2013, our Omni Tigris vessel received an award for outstanding safety performance from Maersk Oil for two years of operating without a lost workday. In the same year, our Tanjung Puteri 2 vessel received the 4th Quarter 2013 Vessel Award in Recognition of Safety Reliable Operations and 4th Quarter Marine Business Partner from ExxonMobil Malaysia.

In 2012, ICON received an award for Best HSE Performance from PETRONAS Carigali. Back in 2011, our Omni Emery vessel (currently known as Omni Emery 1), received an award for Excellent HSE Performance from PetroVietnam Technical Services Corporation for achieving one year of operations without any lost time incident.

ICON has achieved ~19.2 million man hours with zero lost time injury

Health, Safety andEnvironment Policy

Safety Awareness Coach

Drug & Alcohol Policy

Stop Work Policy

Safety ManagementSystem Policy

Commitment to provide safe andhealthy working conditions on its vessels and premises

Commitment to uphold our HSE track record and maintain our zero Total Recordable Incident Case Frequency (TRICF)

3 million man hours without lost time incident award by PETRONAS Carigali (2014)

4th Quarter 2013 vessel award in Recognition of Safety Reliable Operations and 4th Quarter2013 Marine Business Partner in Recognition of Safety Reliable Operations by ExxonMobil Malaysia

ExxonMobil Exploration and Production Malaysia Inc (EMEPMI) - Gold Award Safety Recognition for Hurt-Free Operations exceeding 100,000 man hours (2014)

Outstanding Safety Performance 1 year without Lost Time Injury from Maersk Oil (2013 and 2014)

Best HSE Performance award by PETRONAS Carigali (2012)

Excellent HSE Performance award by PerroVietnam Technical Services Corp (2011)

Commitment to maintain a safe, healthy and conducive environment for all personnel

Commitment to pursue the goal of no harm to people, properties and environment

Commitment to maintain safe and reliable operation of ships and environmental protection

1

2

3

4

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CORPORATE SOCIAL RESPONSIBILITY

OUR COMMITMENT TO RESPONSIBLE CORPORATE PRACTICES

ICON is committed to growing profitably in a responsible and sustainable manner. To this end, we continue to undertake tangible Corporate Social Responsibility (CSR) practices that serve to create value for and impact positively on our diverse stakeholders in the areas of the Community, Workplace, Marketplace and the Environment.

ELEVATING COMMUNITIES

As a conscientious corporate citizen, we strongly believe that we have an obligation to give back to the communities in which we operate as well as to elevate the lives of those who are less fortunate. With the goal of making a positive and tangible impact on communities, ICON is actively engaged in activities that address the needs of existing communities as well as the generations to come.

ICON is a supporter of the Dyslexia Association of Malaysia (Persatuan Dyslexia Malaysia or PDM). Back in 2013, we supported PDM in its efforts to train teachers and psychologists in Malaysia on ways to assess students with learning difficulties. This was achieved through a workshop where foreign experts were invited to train teachers on the methods of conducting various

tests for students with learning disabilities. At the same time, these experts imparted knowledge on teaching methods that had been developed for such students.

In June 2014, ICON worked with PDM to organise workshops in Johor Bahru, Johor and Sungai Petani, Kedah. Some 270 participants comprising parents, teachers, minders and nurses took part in the workshops featuring an occupational therapist, speech therapist and psychologist. Feedback from the workshops has been very positive with calls for more workshops of this kind to be organised so that the latest knowledge and tools can be shared with participants. The year also saw ICON sponsoring PDMs Sports Day where our staff volunteered to oversee the days proceedings.

We are also dedicated to promoting education among the younger generation through our sponsorship of a tuition programme at two secondary and two primary schools in Kemaman, Terengganu, an area in which we operate. We kicked off the programme in 2014 and to date Sekolah Menengah Kebangsaan Kijal, Sekolah Menengah Kebangsaan Ayer Puteh, Sekolah Kebangsaan Payoh and Sekolah Kebangsaan RKT Seberang Tayor have benefited from the programme. The programme is an important part of our CSR efforts to improve the living standards of the community and spur educational development in the area.


BOLSTERING OUR MARKETPLACE

As a key OSV player in the region, we are deeply committed to strengthening the skills and calibre of ICONs offshore mariners as well as to developing highly skilled and qualified personnel for the OSV industry. We are achieving this through the activities of Icon Maritime Training Centre Sdn Bhd (IMTC), which offers specialised training and career development programmes to seafarers working in the OSV industry.

In March 2014, ICON participated in the inaugural Offshore Technology Conference Asia (OTC Asia), a platform for energy professionals to exchange ideas and opinions to advance scientific and technical knowledge for offshore resources and environmental matters. The 2014 OTC Asia event attracted some 25,100 industry professionals representing 88 countries and 98 nationalities as well as featured an exhibition showcasing the products and services of more than 240 companies, including ICONs.

STRENGTHENING OUR WORKPLACE

ICONs employees are its greatest asset and we take steps to ensure the health, safety and wellbeing of our employees. We understand the importance of attracting, retaining and nurturing the best talent and endeavour to create a culture of support and success within our organisation while promoting and providing a safe and healthy work environment.

As at end 2014, ICONs workforce stood at 177 employees strong. We registered an attrition rate of 2% in 2014 while a total of 36 new employees came on board ICON. As an equal opportunity employer, ICON is committed to employing, developing and rewarding our employees through the principles of meritocracy regardless of their gender, nationality and age. As at 31 December 2014, we had a 7:10 ratio for our female to male employees and a 1:3 ratio of the same at the Senior Management level.

To bolster our workforce, we continue to roll out a host of training and development programmes for employees at all levels throughout our organisation. The year saw us investing some RM560,000 in internal and external programmes.

To sustain our business, we continue to implement talent development, leadership development and succession planning activities. In October 2014, we launched our Leadership Programme for Heads of Department (HODs). This initiative aims to identify and develop potential leaders to support the business.

We offer competitive remuneration packages. To inculcate a performance culture within our organisation, we ensure our peoples key performance indicators (KPIs) align with ICONs corporate vision and mission.

We view our employees as members of our family and are committed to building a strong team spirit through employee engagement activities. Staff activities such as our Gunung Kinabalu excursion as well as go-kart and badminton tournaments have certainly helped build workplace camaraderie and strengthened employer-employee ties.

For our efforts to build and nurture a skilled workforce, ICON was named one of the Best Companies to Work for in Asia 2014 by HR Asia.


In May 2014, we organised a summit and seminar themed Offshore Support Vessels in Malaysia: Opportunities & Challenges on behalf of the OSV Malaysia. At the event, ICONs Chief Executive Officer, Dr. Jamal Yusof, who is also the current President of OSV Malaysia, presented the associations views to the industry players.

Towards the end of 2014, we organised an HSE Day to which we invited our clients and shared our experiences and expertise with them.

SAFEGUARDING THE ENVIRONMENT

We have high regard for the environment and undertake best practices that ensure the viability of our operations for the long-term. Our efforts encompass internal and external environmental protection activities, pollution preventive measures as well as energy saving initiatives.

As part of our efforts to reduce our carbon footprint, we monitor the fuel consumption of all our vessels by means of a daily fuel consumption analysis and have invested in diesel electric technology to ensure low diesel consumption. Our Tanjung Piai 1 and Tanjung Piai 2 PSV are utilising such technology to reduce their carbon footprint.

We also proactively take steps to ensure that used engine oil is sent to and contained at an approved or recognised shore reception facility, as well as ensure proper segregation of garbage disposal on board our vessels.

MOVING FORWARD

Going forward, ICON remains committed to broadening its CSR agenda in a way which impacts its stakeholders in a tangible manner. To ensure we continue playing a part as a responsible member of society and a key player in the nations OSV industry, as well as to ensure our sustainable growth, we will continue to integrate CSR activities into our operations.

CORPORATE SOCIAL RESPONSIBILITY (CONTD)


ICON MARITIME TRAINING CENTRE

Icon Maritime Training Centre Sdn Bhd (IMTC), was set up to strengthen the skills and calibre of ICONs offshore mariners as well as to produce highly skilled and qualified personnel for the OSV industry.

HELPING DEVELOP A HIGHLY SKILLED OSV WORKFORCE

IMTCs vision is to be the preferred training provider in the region offering highly specialised training programmes for the OSV industry. Its mission is to develop highly skilled human capital for the OSV industry through customised training programmes; as well as to deliver industry-specialised training and career development programmes to seafarers working in the OSV industry.

COMPETENCY TRAINING FOR ALL OSV CREW

IMTC aims to enhance the skills of all crew working on offshore vessels through a continuous learning process. The training centre is also looking to close the skills gap between conventional mariners and oil and gas offshore mariners by developing specific competency modules and through providing the necessary training to enable mariners to operate efficiently and safely at sea.

Its primary training modules broadly cover the following areas; enhanced navigational skill for masters and senior officers, enhanced operational skill in OSV operations for masters and senior officers and enhanced skills in OSV operations for junior officers and deck ratings.

Through these modules, OSV seafarers become more aware about applying proper and safe procedures when carrying out various OSV operations in accordance with international and industry standards/guidelines. They also learn how to improve their ability to make informed decisions which promote safety and security which protect the marine environment. On top of this, they are taught to identify operational problems and are equipped with the relevant knowledge to solve these issues. At the same time, the seafarers ability to plan and coordinate actions during emergencies is enhanced.

IMTCs curriculum is closely connected to HSE Management System and industrial best practices, while its training sessions are developed and organised in consultation with field experts and in line with stakeholders feedback in order to address end-user expectations.

MAKING STRONG INROADS ON THE OSV TRAINING FRONT

IMTC has been collaborating with the Malaysian Skills Development Department also known as Jabatan Pembangunan Kemahiran Malaysia to develop the National Occupational Skill Standards (NOSS) for the OSV industry. Through the intiative of IMTC, NOSS for our OSV operation for SKM (Sijil Kemahiran Malaysia) Level 3 was developed and approved in September 2014.

On 17 March 2015, IMTC and Malaysian Maritime Academy (ALAM) entered into a Memorandum of Understanding (MoU) to develop, produce, enhance and implement a combined Standard of Training, Certification and Watchkeeping (STCW), as well as SKM Level 3 training for the local OSV industry. In addition, IMTC and Generation Six Sdn Bhd (G6) signed a Memorandum of Agreement (MOA) for the first Integrated Computer-Based Training (CBT) programme that was designed in accordance with the OSV skill sets developed by IMTC. The CBT provides e-learning platform that makes training more accessible and convenient, which enables participants to learn at their own pace and schedule.

As at March 2015, IMTC had trained 178 members of ICONs internal crew.

Through its various programmes, IMTC is helping fulfilling ICONs agenda of developing the next generation of leaders organically. This agenda is in line with the Governments aspiration to build a competitive and highly skilled human capital for the OSV sector.


AUDIT AND RISK MANAGEMENT COMMITTEE REPORT

The Board of Directors (Board) of ICON is pleased to present the following report of the Audit and Risk Management Committee for the financial year ended 31 December 2014.

MEMBERSHIP AND MEETING

The Audit and Risk Management Committee consists of Non-Executive Directors with a majority of them being Independent Non-Executive Directors, including the Audit and Risk Management Committee Chairman. The Chairman of the Audit and Risk Management Committee, namely, Datuk Wira Azhar bin Abdul Hamid, is a qualified Chartered Accountant and a member of the Malaysian Institute of Accountants. Accordingly, the composition of the Audit and Risk Management Committee complies with the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Malaysia).

The Audit and Risk Management Committee meetings are convened in orderly manner, structured through the use of an agenda. Minutes of the Audit and Risk Management Committee meetings and Audit and Risk Management Committee papers are circulated to all members prior to the meeting for discussion. The reports presented at the Audit and Risk Management Committee meetings are highlighted by the Audit and Risk Management Committees Chairman to the Board for further discussion, deliberation and approval.

During the financial year ended 31 December 2014, a total of four Audit and Risk Management Committee meetings were held and the respective members attendance is shown in the following table:

Name of Audit and No. of Meetings Percentage ofRisk Management Committee Member Attended/Held Attendance(%)

Datuk Wira Azhar bin Abdul Hamid 4/4 100(Chairman)Senior Independent Non-Executive Director

Edwanee Cheah bin Abdullah 4/4 100(Member)Independent Non-Executive Director

Syed Yasir Arafat bin Syed Abd Kadir 4/4 100(Member)Non-Independent Non-Executive Director

The CEO, CFO and Head of Corporate Governance and Risk Management are in attendance at each of the Audit and Risk Management Committee meetings to brief the Audit and Risk Management Committee on the reports and specific issues as and when required. The representatives of the external auditors and the external consultants are also invited to attend the Audit and Risk Management Committee meetings, when necessary.

The first private discussion without the presence of the management (Management) was held by the Audit and Risk Management Committee with the external auditors, Messrs PricewaterhouseCoopers on 24 March 2015, and none was held during the financial year 2014. Moving forward, the Audit and Risk Management Committee shall ensure that the meeting shall be held at least twice a year.

AUTHORITY OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

In performance of its duty, the Audit and Risk Management Committee shall have the following authority as empowered by the Board:

a) Have authority to investigate any activity within its terms of reference;

b) Have access to resources required to perform its duties;

c) Have full, free and unrestricted access to any information, records, properties and personnel of the Group and other subsidiaries (if any) or sisters companies;


d) Have direct communication channels with external auditors and person(s) carrying out the internal audit function or activity for the Group;

e) Have authority to engage independent professional or other advice; and

f) Able to convene meetings with the external auditors, the internal auditors or both, together with other independent non-executive members of the Board, excluding the attendance of any Executive Directors, at least twice a year in the case of external auditors or whenever deemed necessary.

DUTIES AND RESPONSIBILITIES OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

The duties and responsibilities of the Audit and Risk Management Committee are as follows:

A) BOARD

1) To obtain satisfactory response from Management on reports issued by the external and internal auditors and report to the Board:

Significant findings identified and the impact of audit findings on the operations;

Deliberations and decisions made at the Audit and Risk Management Committees meetings with focus given to significant issues and resolutions resolved by the Audit and Risk Management Committee, on a regular basis; and

A summary of material concerns and weaknesses in the control environment noted during the year and the corresponding measures taken to address the issues.

2) To oversee the function of the Corporate Governance and Risk Management Department (CGRM) and report to the Board on significant changes in the business and the external environment, which affect key risks;

3) Where the review of audit reports of subsidiaries and any related corporations also falls under the jurisdiction of the Audit and Risk Management Committee, all the above-mentioned functions shall also be performed by the Audit and Risk Management Committee in co-ordination with the board of directors of the subsidiaries and related corporation;

4) To review arrangements established by Management for compliance with any regulatory or other external reporting requirements, by-laws and regulations related to our Companys operations; and

5) To consider other areas as defined by the Board.

B) EXTERNAL AUDITORS

1) To consider the appointment of the external auditors, the audit fee and any issues relating to the resignation or dismissal of the external auditor;

2) To discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

3) To discuss with the external auditors, their audit report and evaluation of the system of internal controls; and

4) To review the quarterly announcement and year-end financial statements of our Company, focusing particularly on:

Any changes in accounting policies;

Significant adjustments arising from the audit;

The going-concern assumption; and

Compliance with accounting standards and other legal requirements.

C) INTERNAL AUDITORS

1) To discuss problems and reservations arising for the external audits, and any matter the external or internal auditor may wish to discuss; and

2) To oversee the internal audit function by:

Reviewing the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work;

Reviewing the annual audit plan, results of audits activities or investigations undertaken, and to ensure that appropriate action is taken in respect of the recommendations made by the internal audit function;


Reviewing appraisal or assessment of the performance of members of the internal audit function;

Determining and recommending to the Board the remit of the internal audit function, including the remuneration of the Head of CGRM;

Approving any appointment or termination of senior staff members of the internal audit function;

Informing itself of resignations of internal audit staff members and providing the resigning staff member with an opportunity to submit his/her reasons for resigning;

Ensuring on an on-going basis that the internal audit function has adequate and competent resources;

Monitoring closely any significant disagreement between the internal audit function and Management irrespective of whether they have been resolved; and

To consider the major findings of an internal investigations and Managements response.

D) RELATED PARTY TRANSACTION

To consider any related party transactions that may arise within the Group including any transaction, procedure or course of conduct that raises questions of the Managements integrity.

SUMMARY OF ACTIVITIES OF THE AUDIT AND RISK MANAGEMENT COMMITTEE DURING THE YEAR

During the financial year, the Audit and Risk Management Committee carried out its duties as set out in the terms of reference, particularly on:

a) Review of the Groups Corporate Governance Framework prior to submission to the Board for consideration and approval;

b) Review and approval of the audit plan of the CGRM and external auditors, including their scope of work for the financial year;

c) Review of the Policy and Standard Operating Procedure Framework, and key policies and procedures for adoption by the Group, prior to submission to the Board for consideration and approval;

d) Review of the Risk Management Framework for adoption by the Group, prior to submission to the Board for consideration and approval;

e) Review of the quarterly business risk assessment and risk management reports to identify and manage key business risks, as well as to monitor the status of the mitigating measures;

f) Review and deliberate on the audit reports, issues and recommendations from the external auditors in relation to the audit conducted during the year;

g) Review of the quarterly unaudited financial statements and its explanatory notes thereon, and annual audited financial statements to ensure compliance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia;

h) Review of the adequacy of the scope, functions and resources of the internal audit function;

i) Review of the Statement of Corporate Governance, Audit and Risk Management Committee report and Statement on Risk Management and Internal Control for insertion into the annual report; and

j) Review of the reappointment and fees of the external auditors before recommending to the Board for approval.

AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (CONTD)


INTERNAL AUDIT FUNCTION

The Group has an in-house internal audit function which was under the purview of the CGRM established in mid-2013. The Head of CGRM reports directly to the Audit and Risk Management Committee and administratively to the CEO. The activities of the CGRM are guided by the Internal Audit Charter and its principal role is to undertake independent, regular and systematic review and appraisal of the Groups risk management, control and governance processes designed and represented by the Management, so as to determine whether they are adequate and functioning in an appropriate manner. However, the internal audit function of CGRM shall be outsourced to an audit professional firm in 2015.

Since the CGRM is in its early stage of establishment and our Company was seeking listing on the Bursa Malaysia in 2014, deliverables during the year were focused to formulating and expanding the corporate governance framework within the Group. These include the issuance of documented terms of reference for various Board Committees, and codes of conduct such as Directors Code of Ethics, revised Employee Code of Ethics and Service Provider Code of Conduct. Other initiatives undertaken by the CGRM during the year include assisted the CEO on the appointment of Senior Independent Non-Executive Director and alternate member of the Executive Committee (EXCO), reviewed and assisted on the documentation and formalisation of the Groups policies and procedures such as Corporate Disclosure Policy, Anti-Fraud and Whistleblowing Policy, Independence of Independent Directors Policy and External Auditors Appointment and Independence Policy, and facilitated the risk review and documentation of the Group risk reporting to the Audit and Risk Management Committee.

During the financial year under review, the personnel of CGRM attended training in order to enhance their skills and knowledge, and continuously provide value added services to the Group, in line with the requirement of the Internal Audit Charter.

For the financial year ended 31 December 2014, our Company incurred a total cost of RM267,350 for CGRM.

This report is made in accordance with a resolution of the Board dated 10 April 2015.


STATEMENT OF CORPORATE GOVERNANCE

The Board of ICON recognises that the exercise of good governance in conducting the affairs of the Group with integrity, transparency and professionalism are the key components for the Groups continuing progress and success as these would not only safeguard and enhance shareholders value but also provide assurance that the interests of the other stakeholders are preserved.

The Board of ICON is committed to comply with the principles and recommendations embodied in the Malaysian Code on Corporate Governance 2012 (the Code) in order to meet the highest standard of corporate governance. Our Company has undertaken its listing exercise in June 2014 and has commenced adopting the Code. Its ultimate objective is to adopt, embrace and apply the principles and recommendations of the Code, and is continuously striving to materialise the objective.

The Board of ICON is pleased to present the following reports on the application of the principles as set out in the Code and the extent to which the Group has complied with the best practices of the Code during the financial year ended 31 December 2014.

DIRECTORS

A. THE BOARD

The Board is the ultimate body which takes full responsibility for the overall performance and governance of the Group. It resolves key business matters and corporate policies except those reserved for shareholders as provided in the Articles of Association (the Articles) of our Company, the Companies Act 1965 (the Act) and other regulatory requirements. The Board establishes the vision and strategic objectives of the Group, directing policies, strategic action plans and stewardship of the Groups resources towards realising the Groups mission.

The Board exercises due diligence and care in discharging their duties and responsibilities to ensure that high ethical standards are applied, through compliance with the relevant rules and regulations, directives, practice notes and guidelines in addition to adopting the best practices in the Code and acts in the best interest of the Group and shareholders.

B. BOARD CHARTER

The Board has adopted a formal charter which is available in our corporate website. The Board Charter (the Charter) was established to assist the Board to provide strategic guidance to our Company and effective oversight of its Management, for the benefits of the shareholders and other stakeholders. The Board is guided by the Charter which provides reference for Directors in relation to the Boards roles, powers, duties, responsibilities and functions. It adopts principles of good governance and is designed to maximise our Companys compliance, adopting with best practice requirements. The Board will review the Charter as and when necessary to ensure it remains consistent with the Boards objectives and responsibilities, and all the relevant standards of corporate governance.

C. BOARD COMPOSITION AND BALANCE

As at the date of this Statement, the Board of ICON currently consists of nine members of whom one of the Board members is an Executive Director, one is a Senior Independent Non-Executive Director, three are Non-Independent Non-Executive Directors and four are Independent Non-Executive Directors. The Board composition complies with the Listing Requirements of Bursa Malaysia that requires at least two or one-third of the Board, whichever is the higher, to be independent directors. The Board has maintained its mix of Directors from diverse professional background with a wide range of experience and expertise in the field of business, oil and gas industry, information technology, economics, legal, finance and accounting. In view of the size of the Group and its business complexity, the Board is of the opinion that its current composition and size remains optimum and conducive for effective deliberations at Board meetings.

The CEO, DCEO, COO and CFO are the Senior Management of our Company, responsible for the day-to-day management of operational and financial matters of the Group, implementation of the Groups policies and the Boards decisions, development and implementation of the business and corporate strategies.


There is a clear segregation of roles and responsibilities between the Chairman and the CEO. Their respective roles and responsibilities are clearly defined in the Charter. The role of the Chairman is held by a Non-Independent Non-Executive Director of our Company. In order to ensure that the Board composition denotes to preserving majority of independent directors, the Board had on 22 May 2014 appointed Datuk Wira Azhar bin Abdul Hamid as our Companys Senior Independent Non-Executive Director. The recent appointment of Datuk Abdullah bin Ahmad and James William Iler as the additional Independent Non-Executive Directors further ensures existence of a balance of power and authority bringing strong independent element on the Board.

D. INDEPENDENCE

The Independent Non-Executive Directors are independent of Management and free from any business relationship which could materially interfere with their independent and objective judgement. Their presence ensures that issues of strategies, performance and resources proposed by the Management are objectively evaluated and thus provide a capable check and balance for the Executive Director.

The Board has adopted a Policy and Procedure on Independence of Independent Directors that describes how the Board will assess the independence of each Independent Director. In determining the independence of individual Independent Directors, the Board will consider all relevant information, facts and circumstances and the assessment of the independence of its Independent Directors is undertaken annually. Each Director is also required to immediately disclose to the Board if they have an interest or relationship which is likely to impact on their independence or if an Independent Director believes he may no longer be independent.

From the recent assessment of the independence of the Independent Directors, the Board was satisfied that Datuk Wira Azhar bin Abdul Hamid, Edwanee Cheah bin Abdullah, Madeline Lee May Ming, and the newly appointed Datuk Abdullah bin Ahmad and James William Iler are suitable and qualified to act as an Independent Directors of our Company. None of the Independent Non-Executive Directors of our Company has exceeded the tenure of a cumulative term of nine years in the Board.

E. DIRECTORS CODE OF ETHICS

The Directors, in discharging its responsibilities, continue to adhere to the adopted Directors Code of Ethics. The Directors Code of Ethics is based on principles in relation to sincerity, integrity, responsibility and CSR, and is formulated to enhance the standard of corporate governance and corporate behaviour.

F. DUTIES AND RESPONSIBILITIES OF THE BOARD

In carrying out their duties and responsibilities, the Board exercises great care to ensure that high ethical standards and corporate behaviour are upheld. To enhance accountability and transparency, the Board has specific functions reserved for the Board and those delegated to the Management. The Board members are constantly mindful that the interests of the Groups stakeholders are always being protected.

In ensuring an effective discharge of its functions, the Board adopts the Charter which sets out the following key responsibilities:

a) To review, challenge and approve the annual corporate plan, which includes the overall corporate strategy, marketing plan, human resources plan, information technology plan, financial plan, budget, regulations plan and risk management plan;

b) To oversee the conduct of the businesses and to determine whether the businesses are being properly managed;

c) To identify principal risks and ensure the implementation of appropriate internal controls and mitigation measures to effectively monitor and manage these risks;

d) Succession planning, including appointing, training, fixing the remuneration of, and where appropriate, replacing the key management;

e) To oversee the development and implementation of an investor relations programme or shareholders communications policy for the Group; and


f) To review the adequacy and integrity of the internal controls and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines (including the Listing Requirements of Bursa Malaysia, securities laws and the Act).

The Board is cognisance of the importance of business sustainability and, in conducting the Groups business, the impact on the environment, social and governance will be taken into consideration.

The Directors of our Company recognise the importance to devote sufficient time and efforts to carry out their duties and responsibilities and has committed to this requirement at the time of their appointment. The Director is at liberty to accept other Board appointments so long as the appointment is not in conflict with the business of our Company and does not affect his performance as a Director. None of the Directors of our Company is holding more than five directorships in public listed companies and it is the policy of our Company for Directors to ensure that the number of their directorships is in compliance with the Listing Requirements of Bursa Malaysia before accepting any new directorship.

G. BOARD MEETINGS

The Board meets at least once every quarter and additional meetings are convened as and when necessary. Meetings are scheduled in advance before the start of each financial year to enable the Directors to plan their schedules accordingly. Board meetings are conducted in an orderly manner, structured through the use of an agenda. Board members are provided with the structured agenda together with the relevant documents and information in advance of each Board meeting.

Minutes of the Board meeting are circulated to all Directors for their perusal prior to the confirmation of the minutes at the following Board meeting. The Directors may request for further clarification or raise comments on the minutes prior to the confirmation of the minutes as a correct record of the proceedings at the Board meeting.

During the financial year ended 31 December 2014, a total of nine Board meetings were held and the respective Directors attendance is shown in the following table:

No. of Meetings Percentage ofName Attended Attendanceof Director /Held (%)

Raja Tan Sri 8/8 100Dato Seri Arshad bin Raja Tun UdaChairman (appointed on 26 February 2014 and there was a Board Meetingheld prior to his appointment)

Dato Abdul Rahman 9/9 100bin Ahmad

Datuk Wira Azhar 5/8 63bin Abdul Hamid (appointed on 26 February 2014 and there was a Board Meeting held prior to his appointment)

Syed Yasir Arafat 9/9 100bin Syed Abd Kadir

Dr. Jamal bin Yusof 8/9 89@ Gordon Duclos

Edwanee Cheah 7/8 88bin Abdullah (appointed on 26 February 2014 and there was a Board Meeting held prior to his appointment)

Madeline Lee May Ming 8/8 100(appointed on 26 February 2014 and there was a Board Meeting held prior to her appointment)

Datuk Abdullah n/a n/abin Ahmad (appointed on 24 March 2015)

James William Iler n/a n/a(appointed on 24 March 2015)

All the Directors have complied with the minimum of 50% attendance requirements in respect of Board meetings as stipulated in the Listing Requirements of Bursa Malaysia except for the two recently appointed independent directors.

STATEMENT OF CORPORATE GOVERNANCE (CONTD)


H. SUPPLY OF INFORMATION

Each Director is provided with the agenda and a complete set of Board papers containing the quantitative and qualitative information prior to each Board meeting with the aim of enabling the Directors to make informed decisions and seek clarifications that they may require from the Management well ahead of the meeting date. The relevant member of the Management team

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