ICON Annual Report

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

(Company No.: 984830-D)
(Company No.: 984830-D)

Incorporated in Malaysia under the Companies Act, 1985
Tel : +603 2180 6300

Fax : +603 2165 1086
www.iconoffshore.com.my
2014 ANNUAL REPORT
Level 12A, East Wing, The Icon

No. 1, Jalan 1/68F
Off Jalan Tun Razak
55000 Kuala Lumpur, Malaysia
Committed to Creating Value

Annual Report
2014
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.
VISION
To be the preferred global offshore marine service provider for the oil and gas industry.
MISSION
We 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
C
O
N
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Integrity and mutual respect

Committed to creating value
Operate as one - Teamwork
Navigate the extra mile
CONTENTS
4 Corporate Information
43 Icon Maritime Training Centre
6 Corporate Structure
44 Audit and Risk Management
8 Performance Highlight
9 List of Vessels
48 Statement of Corporate Governance
10 Board of Directors
59 Statement on Risk Management
12 Directors Profile
17 Senior Management Team
62 Statement of Directors Responsibility
20 Chairmans Statement
63 Financial Statements
27 CEOs Review
136 Supplemental Information
34 Calendar of Significant Events
139 List of Property
37 Health, Safety and Environmental
140 Analysis of Shareholdings
40 Corporate Social Responsibility
143 Notice of AGM

Committee Report
and Internal Control
Proxy Form
CORPORATE INFORMATION
BOARD OF DIRECTORS
AUDIT AND RISK MANAGEMENT COMMITTEE
Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda
(Chairman and Non-Independent Non-Executive)
Datuk Wira Azhar bin Abdul Hamid

(Chairman)
Dato Abdul Rahman bin Ahmad

(Non-Independent Non-Executive Director)
Edwanee Cheah bin Abdullah

Syed Yasir Arafat bin Syed Abd Kadir

(Non-Independent Non-Executive Director)
REMUNERATION COMMITTEE
Dr. Jamal bin Yusof @ Gordon Duclos
(Chief Executive Officer and
Non-Independent Executive Director)
(Senior Independent Non-Executive Director)
(Independent Non-Executive Director)
Madeline Lee May Ming
Datuk Abdullah bin Ahmad
James William ller

(Chairman)
NOMINATION COMMITTEE
(Chairman)
COMPANY SECRETARY
EXECUTIVE COMMITTEE
(Chairman)
Captain Hassan bin Ali
Rahman bin Yusof
Lim Fu Yen
4 ICON OFFSHORE BERHAD
Lim Poh Seng (MAICSA No. 7010899)

REGISTERED OFFICE
Level 21, Suite 21.01
The Gardens South Tower
Mid Valley City
Lingkaran Syed Putra
Tel. No. : +603 2298 7818
Fax No. : +603 2284 2669
HEAD/MANAGEMENT OFFICE
PRINCIPAL BANKERS
Level 12A, East Wing

The Icon
No. 1, Jalan 1/68F
Off Jalan Tun Razak
Tel. No. : +603 2180 6300
Fax No. : +603 2165 1086
Website : www.iconoffshore.com.my
Email
: enquiry@iconoffshore.com.my
Affin Bank Berhad

Affin Hwang Investment Bank Berhad
AmBank (M) Berhad
Bank Pembangunan Malaysia Berhad
BNP Paribas Malaysia Berhad
Hong Leong Bank Berhad
KEMAMAN OFFICE
Lot 13837, Jalan Penghiburan, Bakau Tinggi
24000 Kemaman, Terengganu, Malaysia
Tel. No. : +609-8502 740
Fax No. : +609-8502 744
Email
: kemaman@iconoffshore.com.my
Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad
RHB Bank Berhad
Standard Chartered Saadiq Berhad
Labuan OFFICE
Lot 6875, Bestari Warehouse,
Jalan Patau-Patau
87000 Labuan F.T., Malaysia
Tel. No. : +6087-410 387
Fax No. : +6087-410 424
Email
: labuan@iconoffshore.com.my
AUDITORS
PRICEWATERHOUSECOOPERS
Level 10, 1 Sentral,
Jalan Travers, Kuala Lumpur Sentral,
PO Box 10192, 50706
Kuala Lumpur Sentral
LEGAL ADVISERS
SHARE REGISTRAR
Symphony Share Registrars Sdn. Bhd
Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan, Malaysia
Tel. No.: +603 7841 8000
STOCK EXCHANGE LISTING
Bursa Malaysia Securities Berhad (Main Market)
Listed since: 25 June 2014
Sector: Trading/Services
Stock name: ICON
Stock code: 5255
SKRINE & Co
Unit No. 50-8-1, 8th floor,
Wisma UOA Damansara,
50, Jalan Dungun,
Damansara Heights,
Tel. No. : +603 2081 3999
Wong & Partners
Member firm of Baker & McKenzie International
Level 21, The Gardens South Tower
Mid Valley City, Lingkaran Syed Putra
Tel. No. : +603 2298 7888
2014 ANNUAL REPORT
CORPORATE STRUCTURE

HOLDING COMPANY
100%
ICON OFFSHORE GROUP SDN BHD
License holder
100%
ICON FLEET SDN BHD
Vessel holding company
100%
Icon Bahtera (B) Sdn Bhd
Icon Andra (L) Inc
Icon Dawai (L) Inc
Icon Piai 1 (L) Inc
Icon Maritime Training Centre

Sdn Bhd
Icon Aliza (L) Inc
Icon Explorer (L) Inc
Icon Piai 2 (L) Inc
Omni Marine Sdn Bhd
Icon Astrid (L) Inc
Icon Gaya (L) Inc
Icon Pinang 1 (L) Inc
Omni Power Sdn Bhd
Icon Azra (L) Inc
Icon Huma (L) Inc
Icon Pinang 2 (L) inc
Omni Triton Sdn Bhd
Icon Biru 1 (L) Inc
Icon Ikhlas (L) Inc
Omni Ventures Sdn Bhd
Icon Biru 2 (L) Inc
Icon Kayra (L) Inc
Icon Corridor (L) Inc
Icon Lotus (L) Inc
Icon Pioneer (L) Inc
Icon Dahan 1 (L) Inc
Icon Ocean (L) Inc
Icon Puteri 1 (L) Inc
Icon Dahan 2 (L) Inc
Icon Puteri 2 (L) Inc
100%
ICON SHIP MANAGEMENT SDN BHD
Ship management company
51%
Icon Samudera (L) Inc
Omni Emery (L) Inc
ICON-FOB Holdings (L) Inc
Icon Sari (L) Inc
Omni Flotilla (L) Inc
100%
ICON-FOB 1 (L) Inc
Icon Sophia (L) Inc
Omni Marissa (L) Inc
Icon Tigris (L) Inc
Omni Offshore (L) Inc
Icon Waja (L) Inc
Omni Stella (L) Inc
Icon Zara (L) Inc
Omni Victory (L) Inc
2014 ANNUAL REPORT
PERFORMANCE HIGHLIGHT
Financial PerfoRmance
Profit Before Taxation

RM (000)
56,400
184,801
RM (000)
174,834
143,444
318,877
334,863
Adjusted EBITDA*
RM (000)
17,555
EBITDA
RM (000)
190,868
Revenue
2013 2014
2013 2014
2013 2014
2013 2014
PAT
Adjusted PAT*
Total Assets
Equity Attributable
to Shareholders
2013 2014
2013 2014
2013 2014
PAT Profit After Taxation

EBITDA Earnings Before Interest, Taxes, Depreciation and Amortisation
* Adjusted EBITDA and Adjusted PAT excludes exceptional items. Details on page136-138.
1,080,606
379,364
RM (000)
1,781,693
1,575,717
RM (000)
90,747
89,574
RM (000)
59,354
113,601
RM (000)
2013 2014
LIST OF VESSELs

BRAKE HORSE
NO.
VESSEL NAME
VESSEL TYPE
POWER (BHP)

1
TANJUNG DAHAN 1
AHTS
5,444
2
TANJUNG DAHAN 2
AHTS
5,444
3
TANJUNG PUTERI 1
AHTS
5,444
4
TANJUNG PUTERI 2
AHTS
5,444
5
TANJUNG BIRU 1
AHTS
5,220
6
TANJUNG BIRU 2
AHTS
5,220
7
TANJUNG DAWAI
AHTS
5,444
8
TANJUNG SARI
AHTS
5,444
9
TANJUNG HUMA
AHTS
5,428
10
OMNI VICTORY
AHTS
8,000
11
OMNI GAGAH
AHTS
5,500
12
OMNI PERKASA
AHTS
5,500
13
OMNI MARISSA
AHTS
5,220
14
OMNI STELLA
AHTS
5,220
15
OMNI TIGRIS
AHTS
5,220
16
ICON AZRA
AHTS
5,150
17
ICON SAMUDERA
AHTS
5,150
18
ICON IKHLAS
AHTS
5,150
19
ICON ZARA
AHTS
5,150
20
ICON LOTUS
AHTS
5,150
21
ICON SOPHIA
AHTS
5,150
22
OMNI ANTEIA
AHT/UTILITY
5,220
23
OMNI EMERY 1
AHT/UTILITY
4,200
24
OMNI AKIRA
AHT/UTILITY
3,200
25
TANJUNG PINANG 1
SSV
5,110
26
TANJUNG PINANG 2
SSV
5,110
27
TANJUNG PINANG 3
SSV
5,110
28
TANJUNG PINANG 4
SSV
5,110
29
TANJUNG GAYA
TUG/UTILITY
3,600
30
TANJUNG PIAI 1
PSV
6,970
31
TANJUNG PIAI 2
PSV
6,970
32
ICON VALIANT
AWB
5,200
33
ICON KAYRA
AWB
6,000

Vessels under construction

HULL NO.
VESSEL TYPE
34
35
36
37
38
SH128
G016
SH121
SH129
NB123
AHTS Anchor Handling Tug & Supply

AHT Anchor Handling & Tug
SSV Straight Supply Vessel
AHTS
AHTS
AWB
PSV
FCB
YEAR OF
BUILT
2007
2007
2008
2008
2009
2009
2007
2009
2005
2009
2003
2003
2010
2010
2008
2012
2012
2012
2012
2012
2013
2008
2008
2006
2006
2006
2006
2006
2008
2011
2013
2013
2013
BRAKE HORSE
POWER (BHP)
10,800
10,800
5,200
6,970
2,874
PSV Platform Support Vessel

AWB Accommodation Work Boat
FCB Fast Crew Boat
2014 ANNUAL REPORT
BOARD OF DIRECTORs
1) Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda
2) Dato Abdul Rahman bin Ahmad
3) Datuk Wira Azhar bin Abdul Hamid
4) Edwanee Cheah bin Abdullah
5) Datuk Abdullah bin Ahmad
6) Dr. Jamal bin Yusof @ Gordon Duclos

7) Syed Yasir Arafat bin Syed Abd Kadir
8) Madeline Lee May Ming
9) James William ller
2014 ANNUAL REPORT
11
DIRECTORS PROFILE
Chairman
Non-Independant Non-Executive Director
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.

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.

Senior Independent Non-Executive Director
Datuk Wira Azhar bin Abdul Hamid, Malaysian, aged 53, is a Senior Independent NonExecutive 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.

Non-Independent Non-Executive Director
Dato Abdul Rahman bin Ahmad, Malaysian, aged 46, is a Non-Independent NonExecutive 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.
2014 ANNUAL REPORT
13
DIRECTORS PROFILE (contd)

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.

Independent 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.

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 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.
2014 ANNUAL REPORT
15
DIRECTORS PROFILE (contd)
James William ller

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.
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)
2014 ANNUAL REPORT
17
PEOPLE
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.
2014 ANNUAL REPORT
19
Raja Tan Sri Dato Seri Arshad

bin Raja Tun Uda
Chairman
CHAIRMANS STATEMENT
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.
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.
2014 ANNUAL REPORT
21
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.
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.
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
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 Uda
Chairman
10 April 2015
2014 ANNUAL REPORT
23
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.
2014 ANNUAL REPORT
25

Chief Executive Officer
CEOs Review
Dear Shareholders,
The year 2014 has been a roller-coaster one, for
oil and gas industry as well as ICON.
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.
2014 ANNUAL REPORT
27
CEOs Review (contd)
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
water operations, we are selectively

moving into deep waters through a
fleet expansion, diversification and
rejuvenation plan.
innovative solutions for our clients

given our investments in new vessels,
energy efficient vessels with latest
technical specifications.
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
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
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.
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.
2014 ANNUAL REPORT
29
CEOs Review (contd)
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.
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.
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.
MOVING FORWARD
ACKNOWLEDGEMENTS
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.
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.
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.
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 Duclos
Chief Executive Officer
10 April 2015
2014 ANNUAL REPORT
31
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.
2014 ANNUAL REPORT
33
Calendar of Significant Events

JANuary 2014
1)

2)

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 ManHours Without Lost Time Injury.
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.
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.
April 2014
May 2014
1)
COO Away Day
1)
Icons Prospectus Launch
The event was organised to discuss the existing dayto-day operational issues, process improvement
strategies and action plans.
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.
June 2014
1)
Icons Listing Ceremony
Icon was officially traded in Bursa Malaysia under

the stock short name ICON and stock code 5255.
2014 ANNUAL REPORT
35
Calendar of Significant Events (contd)
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.
2)
Delivery of Icon Kayra
ICON takes delivery of Icon Kayra (SK Line 600).
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
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.
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.
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.
2014 ANNUAL REPORT
37
HEALTH, SAFETY AND ENVIRONMENTAL (contd)
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.
RECOGNISED FOR OUR HSE FOCUS
3 million man hours without lost time incident

award by PETRONAS Carigali (2014)
Health, Safety and

Environment Policy
Commitment to provide safe and

healthy working conditions on its
vessels and premises
4th Quarter 2013 vessel award in Recognition

of Safety Reliable Operations and 4th Quarter
2013 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)
Safety Management
System Policy
Commitment to maintain safe and

reliable operation of ships and
environmental protection
Commitment to uphold our HSE track

record and maintain our zero Total
Recordable Incident Case Frequency
(TRICF)
Excellent HSE Performance award by

PerroVietnam Technical Services Corp (2011)
Drug & Alcohol Policy
Commitment to maintain a safe,

healthy and conducive environment
for all personnel
Outstanding Safety Performance 1 year

without Lost Time Injury from Maersk Oil
(2013 and 2014)
Best HSE Performance award by PETRONAS
Carigali (2012)
Safety Awareness Coach
Stop Work Policy
Commitment to pursue the goal of

no harm to people, properties and
environment
ICON has achieved ~19.2 million man hours

with zero lost time injury
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.
2014 ANNUAL REPORT
39
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.
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 employeremployee 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.
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.
2014 ANNUAL REPORT
41
Corporate Social Responsibility (contd)
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.
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.
2014 ANNUAL REPORT
43
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
Risk Management Committee Member
No. of Meetings
Attended/Held
Percentage of
Attendance(%)

(Chairman)
Senior Independent Non-Executive Director
4/4
100

(Member)
4/4
100

(Member)
4/4
100
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.
Authority of the Audit and Risk Management

Committee
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.
b) Have access to resources required to perform

its duties;
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;
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
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)
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:
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
2)
3)
A summary of material concerns and

weaknesses in the control environment
noted during the year and the
corresponding measures taken to address
the issues.
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;
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 abovementioned 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;
To consider other areas as defined by the

Board.
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;
2014 ANNUAL REPORT
45
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT (contd)
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.
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)
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.
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.
Internal Audit Function

The Group has an in-house internal audit function which
was under the purview of the CGRM established in mid2013. 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.
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.
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.
2014 ANNUAL REPORT
47
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 NonExecutive 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
2014 ANNUAL REPORT
49
Statement oF Corporate Governance (contd)
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:

Name
of Director
No. of
Meetings Percentage of
Attended
Attendance
/Held
(%)
Raja Tan Sri

Dato Seri Arshad
bin Raja Tun Uda
Chairman
8/8
100
Dato Abdul Rahman

bin Ahmad
9/9
100
Datuk Wira Azhar

bin Abdul Hamid
5/8
63
Syed Yasir Arafat

bin Syed Abd Kadir
9/9
100
Dr. Jamal bin Yusof

@ Gordon Duclos
8/9
89
Edwanee Cheah
bin Abdullah
7/8
88
8/8
100
Datuk Abdullah
bin Ahmad
n/a
n/a
n/a
n/a
(appointed on 26 February 2014

and there was a Board Meeting
held prior to his appointment)



held prior to her appointment)
(appointed on 24 March 2015)
James William Iler

(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.
H. Supply of Information
The Nomination Committee proposes nominees

for appointment to the Board, and recommends
to the Board on the appointment, re-appointment
and assessment of the Directors of the Group for
approval.
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
is invited to attend the Board meetings to advise
or report to the Board on the matters relating to
their areas of responsibility when necessary for an
effective deliberation and decision making.
The Board has direct access to the Senior
Management on information relating to our
Companys business and affairs in the discharge of
their duties. The Directors also have access to the
advices and services of our Company Secretary
and all information in relation to the Group whether
as a full Board or in their individual capacity to assist
them in furtherance of their duties. From time to
time, the Directors are regularly updated by our
Company Secretary on any latest development in
the statutory requirements relating to their duties
and responsibilities. Our Company Secretary
attends all the Board meetings and ensure all the
proceedings, deliberations and resolutions passed
are properly recorded and maintained.
The Directors may also seek the independent
advices from independent professional advisers at
our Companys expense, if necessary.
I.
a) Identification of candidates;
b) Evaluation of the suitability of candidates
based on the criteria set;
c) Recommendation by Nomination Committee
to the Board; and
d) Approval by the Board.
K.
Board Diversity
The Board considers that diversity includes
differences that relate to gender, age, ethnicity and
cultural background. It also includes differences in
background, experience, skills and competency,
education and functional expertise. As part of the
Boards routine considerations regarding Board
renewal, it will continue its focus on diversity as
it has in recent years to ensure that there is an
appropriate mix of diversity, skills, experience and
expertise represented on the Board.
L.
Re-election of Directors
Appointment to the Board

The appointment of new Board members
are considered, evaluated and assessed by
the Nomination Committee in accordance
with criteria set up in the Charter prior to the
recommendation to the Board for approval.
The approving authority to nominate new
appointments lies within the Boards responsibility
upon considering the recommendations from
the Nomination Committee. Our Company
Secretary will ensure that all the appointments are
properly made in accordance with the relevant
regulatory requirements.
J.
The Board has established a clear and transparent

nomination process for the appointment of Director
of our Company. The nomination process involves
the following stages:
Board Nomination and Election Process

The appointment, re-appointment and annual
assessment of the Directors are set up in the
Charter, the primary responsibility of which has
been delegated to the Nomination Committee.
The Articles of our Company provides that at every

Annual General Meeting of our Company, onethird of the Directors for the time being and those
appointed during the financial year shall retire
from office and shall be eligible for re-election.
The Articles further provides that all Directors shall
retire from office at least once every three years
but shall be eligible for re-election. The Articles
provides also that the Directors to retire in every
year shall be those who have been longest in office
since their last election but as between Directors of
equal seniority, the Directors to retire shall (unless
they otherwise agree among themselves) be
determined from among them.
The Nomination Committee recommends who are
the retiring Directors and subsequently provides
recommendation to the Board for consideration
before tabling the same for shareholders approval.
2014 ANNUAL REPORT
51
M. Directors Training
B.
Nomination Committee
The Board acknowledges that continuous

education is vital for its Board members to gain
insight and maintain the Board members awareness
of the economy, technological advances, latest
regulatory developments and management
strategies. The Nomination Committee assesses
from time to time the training needs of the
Directors and ensures the fulfilment of such training
deemed appropriate. The Board members are also
encouraged to attend training programmes and
seminars to keep abreast with developments in the
industry as well as to enhance their professionalism
and knowledge.
The Nomination Committee comprises exclusively

of Non-Executive Directors, a majority of whom are
independent. The Chairman of the Nomination
Committee is the Independent Non-Executive
Director identified by the Board. The members of
the Nomination Committee are as follows:
All existing Directors of our Company have not

attended any training during the year as our
Company was listed in June 2014. However, certain
Directors have attended training through other
companies under their directorship. In February
2015, all existing Directors attended a briefing on
Goods and Services Tax (GST) organised by our
Company.
Madeline Lee May Ming Member

Independent

Non-Executive Director
The Directors will continue to undergo other relevant

training, programmes and seminars as and when
necessary to ensure they remain well equipped
with the relevant and requisite knowledge to
discharge their duties effectively.
The Nomination Committee met twice during the

financial year ended 31 December 2014 and the
meetings were attended by all the members of
the Nomination Committee except for Syed Yasir
Arafat bin Syed Abd Kadir who attended one out
of two Nomination Committee meetings. The duties
and responsibilities of the Nomination Committee
are as follows:
BOARD COMMITTEES
To enable the Board to discharge their duties efficiently
and effectively, the Board has delegated certain
responsibilities to the Board Committees, all of which
operate within defined terms of reference that have
been approved by the Board to assist the Board in the
execution of its duties and responsibilities. The Board
Committees include the Audit and Risk Management
Committee, Nomination Committee and Remuneration
Committee.
The respective Board Committees will report their
deliberations and recommendations to the Board and
all the deliberations and recommendations will then be
approved by the Board unless agreed otherwise by the
Board.
A. Audit and Risk Management Committee
The summary terms of reference of the Audit and
Risk Management Committee are set out under
the Audit and Risk Management Committee
Report. The terms of reference are in line with the
Listing Requirements of Bursa Malaysia and the best
practices as set out in the Code.
Name of the Nomination

Committee Member
Edwanee Cheah
bin Abdullah

Syed Yasir Arafat

bin Syed Abd Kadir

Chairman
Independent
Member
Non-Independent
a) Board composition and succession planning

i)
To review the Board structure, size and

composition, and make recommendations
to the Board with regard to any
adjustments that are deemed necessary
to ensure the appropriate Board balance
and giving full consideration to succession
planning for the Directors; and
ii) To review annually the Boards mix of

skills and experience and other qualities,
including core competencies which
non-executive Directors should bring to
the Board, independence and diversity
(including gender diversity) required to
meet the needs of our Company.
b) Appointments to the Board and the Board
Committees
i)
To be responsible, having evaluated the

balance of skills, experience and other
qualities on the Board, for identifying and
nominating for the approval of the Board,
candidates to fill Board vacancies as and
when they arise, giving full consideration
to succession planning;
ii) To consider, in making its recommendations,

candidates for directorships proposed
by the CEO and within the bounds
or practicability, by any other Senior
Management
or
any
Director
or
shareholder;
iii) In identifying suitable candidates, the
Nomination Committee shall consider
candidates from a wide range of
backgrounds. The criteria used in
assessment of new candidates before
recommendation to the Board shall
include but not limited to the following:

Skills and competency;
Knowledge and expertise;
Regional and industry experience;

Academic
and
professional
qualifications;
Background, race, gender, age and

nationality;
High personal and professional ethics,

integrity and values;
Ability to devote the required amount

of time to discharge the duties and
responsibilities of the Board;
Financial capability and business

stability to develop significant time,
energy and resources;
Other directorships; and
In the case of candidates for the

position
of
Independent
NonExecutive Director, the Nomination
Committee should also evaluate
the candidates ability to discharge
responsibilities/functions as expected
from an independent non-executive
Director
iv) The determination as to who shall be

appointed to the Board shall be the
responsibility of the Board as a whole after
considering the recommendation from
the Nomination Committee;
v)
To recommend to the Board to fill the

seats on Board Committees; and
vi) To recommend to the Board for any

matters relating to the continuation in
office of any Director at any time including
the suspension or termination of service of
an Executive Director as an employee of
our Company subject to the provisions of
the law and their service contract.
c) Assessment of performance
i)
To assess annually the performance and

effectiveness of the Board as a whole,
the Board Committees and the individual
Director;
ii)
To ensure that each Director, CEO or CFO

has the character, experience, integrity,
competency and time to discharge his/
her role, as the case may be; and
iii) To assess annually the independence of

Directors to ensure that the Independent
Non-Executive Directors can continue
to bring independent and objective
judgement to Board deliberations.
d) Rotation and retirement of Directors
To recommend to the Board for re-election
by shareholders of any Director under the
retirement by rotation provisions in the Articles,
having due regard to their performance
and ability to continue to contribute to the
Board in the light of the skills, knowledge and
experience required.
e) Continuing education programme for Directors
i) To orient and educate new Directors
as to the nature of the business, current
issues within our Company and the
corporate strategies, the expectations of
our Company concerning input from the
Directors and the general responsibilities
of Directors;
ii) To review and make recommendations
to the Board in relation to the training
and development programme for the
Directors; and
iii) To ensure that the Directors have access
to appropriate training and development
opportunities that support the work of the
Directors and the Board.
2014 ANNUAL REPORT
53
Upon the recent annual review and assessment,

the Nomination Committee having considered the
aspects of succession planning and boardroom
diversity, is satisfied that the size of the Board and
Board Committees is optimum and there is an
appropriate mix of skills, knowledge, experience
and competencies in the Boards composition
which is corresponding to the Boards duties
and responsibilities. The Nomination Committee
is satisfied that all Directors are suitable and
qualified to hold their positions in view of their
competency, qualifications, skills and experiences.
the Nomination Committee having considered the
aspects of succession planning and boardroom
diversity is satisfied that the size of the Board and
Board Committees is optimum and there is an
appropriate mix of skills, knowledge, experience
and competencies in the Boards composition
which is corresponding to the Boards duties and
responsibilities. The Nomination Committee is
satisfied that all Directors are suitable and qualified
to hold their positions in view of their competency,
qualifications, skills and experiences.
From the assessment of the independence of the
Independent Directors, the Nomination Committee
is satisfied that all Independent Directors of our
Company have fulfilled the established criteria set
for Independent Director.
All the deliberations, assessments and evaluations
including recommendations of the Nomination
Committee are properly documented and
minuted.
C. Remuneration Committee
The Remuneration Committee comprises exclusively
of Non-Executive Directors, a majority of whom are
independent. The members of the Remuneration
Committee are as follows:
Name of the Remuneration
Committee Member
Edwanee Cheah
bin Abdullah

Chairman
Independent
Madeline Lee May Ming Member

Independent

Syed Yasir Arafat
bin Syed Abd Kadir

Member
Non-Independent
The Remuneration Committee met twice during

the financial year ended 31 December 2014 and
the meetings were attended by all the members
of the Remuneration Committee. The duties and
responsibilities of the Remuneration Committee are
as follows:
a) To study and propose to the Board the various
forms of remuneration and fees appropriate
for the Directors;
b) To determine and recommend to the
Board the framework or broad policy for the
remuneration package of the CEO and such
other members of the management as it is
designated to consider;
c) To establish a formal and transparent
procedure for developing policy on the total
individual remuneration package of the
CEO and other designated management
personnel including, where appropriate,
bonuses, incentives and share options;
d) To design the remuneration package for the
CEO and other designated management
personnel with the aim of attracting and
retaining high-calibre management personnel
who will deliver success for the shareholders
and high standards of services for stakeholders,
while taking into consideration the business
environment in which the Group operates.
Once formulated, to recommend to the Board
for approval;
e) To review and recommend to the Board any
improvement on designated management
personnels remuneration policy and package
and any other issues relating to benefits for the
designated management personnel on an
annual basis;
f)
To consider and recommend to the Board the

various terms of engagement to be included
in any contract of service between our
Company and the CEO and other designated
management personnel;
g) To review any major changes in employee

benefits structures throughout the Group, and
if deemed fit, to recommend to the Board for
adoption; and
h) To review and recommend to the Board for
adoption, the framework for the Groups
annual incentive scheme. The framework for
the annual incentive scheme may include:
i)
Merit increment;
ii)
Merit bonus; and
iii) Retention and reward incentives.

The Remuneration Committees aims, goals or

objectives reflect our Companys overall philosophy
that all employees should be appropriately
rewarded so as to attract and retain high caliber
persons who possess the know-how knowledge to
operate and manage our Company successfully.
The levels of remuneration for Executive Director
are determined based on the corporate and
individuals performance whilst the level of
remuneration for Non-Executive Directors would
reflect the experience and level of responsibilities
undertaken by the particular Non-Executive
Director. Our Company aims to align the interests
of its Executive Director as closely as possible with
the interests of shareholders in promoting the
Groups strategies. Total remuneration comprises
basic salary, performance related bonus, benefitin-kind and emoluments. Salary and benefits are
competitive and reviewed annually. The salary of
the Executive Director are set by the Remuneration
Committee
and
reviewed
annually
after
consideration of our Companys performance and
market conditions.
The procedures for approving the Executive
Directors remuneration are as follows:
a) Remuneration Committee to determine the
Key Performance Indicators (KPIs) for the
Executive Director based on the financial

results, financial ratios and human capital
management;
b) Remuneration Committee to review and assess
the performance achieved by the Executive
Director based on the KPIs set; and
c) Remuneration
Committee
to
make
recommendation
of
the
remuneration
package for the Executive Director to the
Board for approval.
D. DIRECTORS REMUNERATION
The Remuneration Committee reviews the
remuneration package of the Executive Director,
who is also the CEO, annually to ensure that he is
awarded appropriately for his contributions to the
Groups growth and profitability.
The Non-Executive Directors fees are approved
by the Board and are subject to the shareholders
approval at the general meeting. The review of the
Non-Executive Directors fees takes into account
the trends of similar positions in the market and
any additional responsibilities undertaken such
as acting as Chairman of the Board or Board
Committees.
The details on the aggregate remuneration of the Directors for the financial year ended 31 December 2014 are as
follows:

Executive Director
Non-Executive Directors**
*
**
Fees
(RM)
Salaries
(RM)
*Other emoluments
(RM)
Benefits-in-kind
(RM)
Total
(RM)

549,667
630,000

429,100

7,200

1,066,300
549,667
Other emoluments include bonuses, allowances and statutory contributions paid by our Company.
Exclude two Directors who were appointed on 24 March 2015.
The number of Directors whose total remuneration falls within the respective bands is as follows:
Range of Remuneration
Number of Directors

Executive Director
Non-Executive Directors**
RM 50,001 to RM 150,000
RM 150,001 to RM 500,000
More than RM 500,000
**
Exclude two Directors who were appointed on 24 March 2015.
Note:
Dato Abdul Rahman bin Ahmad and Syed Yasir Arafat bin Syed Abd Kadir being the nominees of the intermediate
holding company, E-Cap (Internal) One Sdn. Bhd. and immediate holding company, Hallmark Odyssey Sdn. Bhd.
respectively have waived their entitlement for Directors fee.
2014 ANNUAL REPORT 55
E.
Executive Committee
The Executive Commitee (EXCO) was constituted
by the Board as a sub-committee of the Board
and its general purpose is to provide an effective
oversight of the business of the Group and to ensure
that the Groups operations are aligned with the
strategy approved by the Board and implemented
within the framework and agreed financial limits as
approved by the Board from time to time.
The EXCO consists of six members, three of whom
nominated by Ekuinas and three of whom comprise
of the Senior Management of our Company. The
Chairman of the EXCO is appointed by the Board.
The EXCO comprises the following members:
Name of the EXCO Member
Syed Yasir Arafat
bin Syed Abd Kadir

Chairman
Non-Independent
Datuk Abdul Rahman

bin Ahmad

Member
Non-Independent
Dr. Jamal bin Yusof

@ Gordon Duclos

Member
Non-Independent
Executive Director/CEO
Captain Hassan bin Ali

Member
DCEO
Rahman bin Yusof

Member
COO
Lim Fu Yen
Member*
Note:
* He is the Director of Investment, Ekuinas, a
related company of Yayasan Ekuiti Nasional (our
substantial shareholder).
The EXCO are generally:
a) Reviewing the strategy of the Group and make
recommendations to the Board, and monitor
the implementation of the Groups strategy;
b) Reviewing the business plan and budgets
and monitor progress and performance of
the business plan and budgets, including
performance
against
agreed
key
performance indicators in all aspects of the
Groups operations;
c) Ensuring that the Group maintains a sound

framework of reporting on internal control and
regulatory compliance;
d) Reviewing and recommending to the
Remuneration
Committee
and/or
the
Board, the framework or broad policy for
the remuneration package, employee
benefits and annual incentive schemes of our
Companys employees; and
e) Assuming any other powers and responsibilities
that may from time to time be assigned or
delegated to the EXCO by the Board.
STAKEHOLDERS
A. Communication with Shareholders and
Investors
The
Board
recognises
the
importance
of
transparency
and
accountability
in
communication and dissemination of clear,
relevant and comprehensive information on
the Groups business activities to shareholders,
investors and other stakeholders. To this effect,
the Board has maintained an effective Corporate
Disclosure Policy that enables both Management
and the Board to communicate effectively with
the shareholders and investors. In formulating the
Corporate Disclosure Policy, the Board is guided by
best practices and disclosure requirements as set
out in the Listing Requirements of Bursa Malaysia.
Our Companys Annual Report remains a key
channel of communication with the Groups
stakeholders. The Annual Report provides corporate
information, performance review of our financial
results, financial highlights and other activities in
order to facilitate shareholders easy access to
such key information.
In addition to that, our Company also makes
timely, complete and accurate disclosures and
announcements to Bursa Malaysia, including
financial results on a quarterly basis to provide the
shareholders and the investing public an updated
overview of the Groups performance and
operations.
The other modes of communication with
shareholders and investors include the Circular,
quarterly analysts briefing and ICONs website at
www.iconoffshore.com.my.
Any enquiries or information regarding the Group may
be conveyed through Corporate Communications
Department at enquiry@iconoffshore.com.my.
B.
The Annual General Meeting
shareholders, investors and regulatory authorities

by means of the annual financial statements and
quarterly announcements, represents a clear,
balanced and comprehensive assessment of the
Groups financial performance at the end of the
financial year.
The Annual General Meeting is the principal forum

for the Board to meet with the shareholders. At
the Annual General Meeting, a presentation on
our operational and financial performance will be
presented to the shareholders. The shareholders
are encouraged to attend the Annual General
Meeting and raise questions pertaining to the
business activities of the Group and the Board
will respond to shareholders questions during the
meeting. At the commencement of the general
meeting, the shareholders will be informed of their
right to demand a poll vote.
C. Employees Code of Ethics
Our Companys Employees Code of Ethics ensures
that all employees observe and maintain high
ethical business standards of honesty and integrity
in all aspects of our operations. The Code of Ethics
highlights key issues to help employees perform their
duties in line with our Companys standards such as
ensuring a safe working environment, effectively
managing our Companys assets and property,
safeguarding confidential information as well as
dealing with external parties such as customers,
vendors, media, competitors and government
agencies.
D. Service Provider Code of Conduct
The Group believes that relationships with service
providers should be based on the principles of
integrity, honesty, accountability and compliance
with laws and regulations. With this objective, the
Service Provider Code of Conduct requires service
providers, which include suppliers, contractors,
professional advisors, consultants and other
business associates, to adhere to this Code when
conducting business with the Group. The Group
may take the necessary action for breaches of the
Code which includes but not limited to termination
and preclusion from proposing any work for the
Group for a pre-determined period.
E.
Anti-Fraud and Whistleblowing Policy

The Policy is built into the Groups culture towards
elimination of fraud and corruption. It also promotes
a transparent and open environment for fraud
reporting within the Group.
ACCOUNTABILITY AND AUDIT

A. Financial Reporting
The Board strives to ensure that our financial
reporting to its stakeholders, in particular, the
The Audit and Risk Management Committee assists

the Board in ensuring the accuracy, adequacy
and quality of the financial reporting prior to
recommendation to the Board for approval
and submission to Bursa Malaysia within the
prescribed period.
B.
Directors Responsibility Statement in

preparing the Annual Audited Financial
Statements
The Board ensures that the financial statements
are drawn up in accordance with the Act and the
applicable approved financial reporting standards
in Malaysia so as to give a true and fair view of the
state of affairs of the Group and our Company as
at the end of the financial year and of the results
and cash flows of the Group and our Company for
the financial year.
In preparing the financial statements, the Directors
have:
a) Applied relevant and appropriate accounting
policies consistently and in accordance with
applicable approved financial reporting
standards;
b) Made judgements and estimates that are
prudent and reasonable; and
c) Prepared the financial statements on a going
concern basis.
The Directors are responsible for ensuring that proper
accounting records are kept in accordance with
the Act. The Directors also have overall responsibility
in taking such steps as are reasonably open to
them to safeguard the assets of the Group, and to
prevent and detect fraud and other irregularities.
C. Risk Management and Internal Control

The Board recognising the importance of risk
management and internal controls, and has
established a structured risk management
framework to identity, evaluate, control, monitor
and report the key business risks faced by the Group
on an on-going basis to safeguard shareholders
investment and the Groups assets.
The Board has also established internal control
policies and procedures and monitors to ensure that
2014 ANNUAL REPORT
57
Statement of Corporate Governance (contd)
such internal control system is implemented and

effectively carried out by the Management team.
The Statement on Risk Management and Internal
Control set out in this Annual Report provides an
overview of the state of risk management and
internal control within the Group.
D. Relationship with Auditors
The Board has established a formal and transparent
working relationship with the Groups auditors, both
internal and external that enables the Board to seek
their professional advice and ensure compliance
with accounting standards and regulatory
requirements. The Audit and Risk Management
Committee met with the external auditors at least
quarterly to review and discuss the scope and
adequacy of our Companys audit plan, audit
reports and annual financial statements, in which
effective financial year 2015 at least two meetings
will be held without the Management presence in
a year.
The Audit and Risk Management Committee is
tasked with authority from the Board to review
any matters concerning the appointment and reappointment, audit fee, resignation or dismissal of
external auditors, and to assess the independence
of the external auditors based on the External
Auditors
Appointment
and
Independence
Policy and Procedure to ensure they have been
independent throughout the conduct of the audit
engagement with the Group.
C. Options or Convertible Securities

Our Company did not issue any options or
convertible securities in the financial year ended
31 December 2014.
D. Depository Receipts Programme
During the financial year under review, our
Company did not sponsor any depository receipt
programme.
E.
There was no sanction and/or penalty imposed

on our Company and its subsidiaries, Directors or
Management by the relevant regulatory bodies
during the financial year.
F.
Total proceeds of approximately RM410.2 million

were raised during our Company listing exercise on
the Main Market of Bursa Malaysia on 25 June 2014.
The proceeds were utilised for expansion of vessel
fleet, repayment of bank borrowings, repayment
of advances from immediate holding company,
Hallmark Odyssey Sdn. Bhd., working capital and
listing expenses purposes. As at 31 December 2014,
the total balance of the unutilised proceeds was
RM24.4 million.
B.
Share Buy-Back
Our Company does not have a scheme to buy
back its own shares during the financial year ended
31 December 2014.
Non-Audit Fees
The amount of non-audit fees payable to the
external auditors by our Company for the financial
year ended 31 December 2014 amounted to RM3.1
million including fee for listing exercise.
G. Variation in Results
There was no deviation between the unaudited
financial results announced and the audited
financial results of the Group for the financial year
The Group did not release any profit estimate,
forecast or projections during the financial year.
ADDITIONAL COMPLIANCE INFORMATION

A. Utilisation of Proceeds Raised from
Corporate Exercise
Sanctions and/or Penalties
H. Profit Guarantee
During the financial year under review, there was
no profit guarantee given by the Group.
I.
Material Contracts
There is no material contract, not entered into within
the ordinary course of business of our Company
and its subsidiaries, involving the interest of the
Directors and major shareholders of our Company,
either still subsisting at the end of the financial
year or entered into since the end of the previous
financial year.
Statement on RISK MANAGEMENT

AND Internal Control
The Board is pleased to present this Statement
on Risk Management and Internal Control (the
Statement) pursuant to paragraph 15.26(b) of
the Listing Requirements of Bursa Malaysia. To
prepare this Statement, the Board has been
guided by the Statement on Risk Management
and Internal Control: Guidelines for Directors of
Listed Issuers issued by The Institute of Internal
Auditors Malaysia with the endorsement of
Bursa Malaysia.
BOARD RESPONSIBILITY
The Board acknowledges their responsibility for the
Groups system of internal control, and for reviewing the
adequacy and integrity of this system. However, in view
of the limitations inherent in any system, it should be
noted that such system of internal control is designed
to manage, rather than to eliminate the risks of failure
to achieve the Groups objectives. Accordingly, it can
only provides reasonable but not absolute assurance
against material misstatements, frauds, losses or
breaches of laws and regulations.
The Board has established an on-going process for
identifying, evaluating and managing the significant risks
faced by the Group. The Board shall continue to improve
the system of internal control and review the controls in
place, with the aim to ensure that the system is adequate
to mitigate the significant risks. The Management assists
the Board in the implementation of the Boards policies
and procedures on risks and controls by identifying and
assessing the risks faced, and in the design, operation and
monitoring of suitable internal controls to mitigate and
control these risks. This process has been in place for the
financial year under review and up to the date of approval
of this Statement, and is regularly reviewed by the Board
through its Audit and Risk Management Committee which
is supported by the internal audit function.
RISK MANAGEMENT
Risk Management Framework
A Risk Management Framework was developed to
ensure that risks are managed effectively, efficiently
and coherently across the Group. Key risk events were
identified, evaluated, discussed and with the approval
of the Board, appropriate measures were taken to
control and mitigate these risks. The key risks affecting
the achievement of the Group objectives identified
by each department are categorised into four types,
namely:

Strategic Risk;
Financial Risk;
Operational Risk; and
Other Risks.
These risks are evaluated to determine the appropriate

risk treatment and are managed through, among others:

On-going monitoring of key economic changes,

industry outlook and regulatory developments;
Putting in place policies and standard operating

procedures;
Documented limits of authority;
Setting and monitoring of KPIs; and
Periodic operational and financial reporting.
Reviewing of key risks are performed on a quarterly

basis, in which the Group risk profiles and rating,
newly registered risks, corresponding risk mitigating
actions identified and their progress are discussed and
presented to the Board through the Audit and Risk
Management Committee.
2014 ANNUAL REPORT
59
Statement on RISK MANAGEMENT

AND Internal Control (contd)
INTERNAL CONTROL
The Board recognises the importance of maintaining
a sound system of internal control to safeguard
shareholders investments and the Groups assets. The
key elements of the Groups system of internal control
are described as follows:
1) Audit and Risk Management Committee
The Audit and Risk Management Committee
is wholly comprised of Non-Executive Board
members and has full access to both internal and
external auditors. It shall meet with the external
auditors without the Management present at least
twice a year or when necessary. The CGRM, which
carries out the internal audit function for the Group,
reports directly to the Audit and Risk Management
Committee. This function which is undertaken
internally shall be outsourced in 2015. The activities
performed by the Audit and Risk Management
Committee during the financial year under review
are set out in the Audit and Risk Management
Committee Report.
2) Board Committee
Besides the Audit and Risk Management
Committee, our Company also has Nomination
Committee and Remuneration Committee. These
Board Committees are established to assist the
Board in providing independent oversight of the
Groups management with responsibilities and
authorities clearly specified in their respective terms
of reference.
3) CGRM
The role of CGRM is to assist the Audit and Risk
Management Committee of our Company in the
effective discharge of their responsibilities. The
CGRM activities are carried out in accordance
with the internal audit plan approved by the
Audit and Risk Management Committee. CGRM
activities updates are submitted to the Audit and
Risk Management Committee on a quarterly basis.
4) Organisational Structure with Defined

Responsibility
Properly defined organisation structure with clear
reporting lines, formalised responsibilities and
delegation of authority has been established as
a control mechanism in terms of lines of reporting
and accountability.
5) Documented Limits of Authority
Approved limits of authority are imposed on the
Management team in respect of the day-to-day
operations as a control to minimise any risk of abuse
of authority.
6) Budgeting Process and Financial Reporting
Each department undertakes yearly comprehensive
budgeting and forecasting process. The Senior
Management conducts monthly reviews of the
financial performance of the Group against
financial budget, and subsequently presented to
the EXCO together with actions plan to resolve any
issue.
7) Policy and Standard Operating Procedure
Framework
A Policy and Standard Operating Procedure
Framework was developed to ensure key processes
within the Group are properly documented,
communicated and implemented by the
Management team. The objective of the written
policies and procedures is to ensure that internal
control principles and mechanisms are embedded
in the Groups operations.
8) Code of Ethics
The Board and Senior Management set the
tone at the top for corporate behaviour and
corporate governance. The Code of Ethics has
been formalised and adopted for the Directors
and employees of the Group to encourage high
standards of conduct that are associated with
ethical business practices. It is a requirement
for all Directors and employees of the Group
to understand their respective Codes, and to
acknowledge and sign off on the declaration form.
9) Service Provider Code of Conduct

The Group believes that relationships with service
providers should be based on the principles of
integrity, honesty, accountability and compliance
with laws and regulations. With this objective, the
Service Provider Code of Conduct requires service
providers, which include suppliers, contractors,
professional advisors, consultants and other
business associates, to adhere to this Code when
conducting business with the Group. The Group
may take the necessary action for breaches of the
Code which includes but not limited to termination
and preclusion from proposing any work for the
Group for a pre-determined period.
10) Anti-Fraud and Whistleblowing Policy
The Policy is built into the Groups culture towards
elimination of fraud and corruption. It also promotes
a transparent and open environment for fraud
reporting within the Group.
11) Corporate Disclosure Policy
The Corporate Disclosure Policy was developed
to ensure information directed to shareholders,
stakeholders and the general public fairly and
accurately represents the Group. Hence, investors
and potential investors can make properly informed
investment decisions, and others can have an
understanding of our Company and its objectives.
CONCLUSION
The Board believes that the development of a sound
system of risk management and internal control is
an on-going process and hence, has taken steps to
progressively improve the system. During the financial
year under review, certain areas for improvement
in the system were identified. The Management has
been responsive to the issues raised and has taken the
necessary actions to address the areas for improvement
highlighted by the auditors. The Board is of the view that
the system of risk management and internal control in
place is adequate for the financial year under review
and up to the date of approval of this Statement.
This Statement is made in accordance with a resolution
of the Board dated 10 April 2015.
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
As required by Paragraph 15.23 of the Bursa Malaysia
Listing Requirements, the external auditors have
reviewed this Statement on Risk Management and
Internal Control. Their limited assurance review was
performed in accordance with Recommended Practice
Guide (RPG) 5 (Revised) issued by the Malaysian Institute
of Accountants. RPG 5 (Revised) does not require the
external auditors to form an opinion on the adequacy
and effectiveness of the risk management and internal
control systems of the Group.
ADEQUACY OF RISK MANAGEMENT AND INTERNAL

CONTROL SYSTEM
The Board has satisfactorily received reasonable
assurance from the CEO and the CFO that the
Groups risk management and internal control system
is operating adequately, in all material aspects for
the financial year under review and up to the date of
approval of this Statement, and improvement in certain
areas are on-going.
2014 ANNUAL REPORT
61
Statement oF Directors Responsibility
The Act requires the Directors to lay before the Company at its Annual General Meeting, the financial statements,
which includes the consolidated statements consisting of the consolidated statement of financial position and the
consolidated statement of comprehensive income of the Group and the Company for each financial year, made out
in accordance with the applicable approved accounting standards and the provisions of the Act. This is also in line
with Paragraph 15.26 (a) of Bursa Malaysia Listing Requirements.
The Directors are required to take reasonable steps in ensuring that the consolidated financial statements give a
true and fair view of the state of affairs of the Group and the Company as at the end of the financial year ended 31
December 2014.
The financial statements of the Group and the Company for the financial year in review are set out on pages 72 to 135
of this Annual Report.
In the preparation of the financial statements, the Directors are satisfied that the Group and the Company have used
appropriate accounting policies, consistently applied and supported by reasonable and prudent judgement and
estimates. The Directors also confirm that all accounting standards which they consider to be applicable have been
complied with.
The Directors are required under the Act to ensure that the Group and the Company keep accounting records which
disclose with reasonable accuracy the financial position of the Group and the Company, and to cause such records
to be kept in such manner as to enable them to be conveniently and properly audited.
FINANCIAL STATEMENTS
64 Directors Report
69 Statement By Directors
69 Statutory Declaration
70 Independent Auditors Report
72 Statements Of Comprehensive Income
73 Statements Of Financial Position
75 Statements Of Changes In Equity
78 Statements Of Cash Flows
81 Notes To The Financial Statements
DIRECTORS REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014
The Directors have pleasure in submitting their report together with the audited financial statements of the Group and
the Company for the financial year ended 31 December 2014.
PRINCIPAL ACTIVITIES
The Company is an investment holding company. The principal activities of the Group are vessel owning/leasing and
provision of vessel chartering and ship management services to oil and gas related industries. The principal activities of
the subsidiaries are disclosed in Note 16 to the financial statements. There were no significant changes in the nature of
these principal activities during the financial year.
FINANCIAL RESULTS

Group Company
RM RM
Profit/(Loss) for the financial year
59,354,139
(22,376,498)
DIVIDEND
No dividend has been paid, declared or proposed since the end of the previous financial year. The Directors do not
recommend the payment of any final dividend for the financial year ended 31 December 2014.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in
the financial statements.
DIRECTORS
The Directors who have held office since the date of the last report are as follows:
Datuk Abdullah bin Ahmad (appointed with effect from 24 March 2015)
James William Iler (appointed with effect from 24 March 2015)
DIRECTORS REPORT
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (CONTINUED)
DIRECTORS INTERESTS
According to the register of Directors shareholdings maintained by the Company in accordance with Section 134 of
the Companies Act, 1965, the interests in the shares of the Company and of its related corporations (other than whollyowned subsidiaries) of those who were Directors at the end of the financial year are as follows:

Number of ordinary shares of RM0.50 each

At
Sub
RCPS-i
At
1.1.2014
division conversion
Bought
Sold 31.12.2014
Dr. Jamal bin

30,742,206*
Yusof @ Gordon
Duclos
Raja Tan Sri Dato

Seri Arshad
Raja Tun Uda
Edwanee Cheah

Abdullah
Madeline Lee

May Ming
30,742,206
(2,400,000)
59,084,412
150,000
150,000
1,551,194**
1,551,194
60,000
60,000
* Ordinary shares of RM1.00 each prior to subdivision of the ordinary shares of RM1.00 each into two ordinary shares of
RM0.50 each.
**Ordinary shares of RM0.50 each was issued vide the conversion of Islamic Redeemable Convertible Preference
shares in the Company pursuant to the corporate exercise set out in page 66.
Other than the above, none of the Directors in office at the end of the financial year held any interest in shares,
warrants, share options and debentures in the Company or its related corporations during the financial year.
DIRECTORS BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being
arrangements with the object or objects of enabling the Directors of the Company to acquire benefits by means of
the acquisition of shares in, or debentures of, the Company or any other body corporate.
Since the end of the previous financial year, no Director of the Group and the Company has received or become
entitled to receive any benefit (other than Directors remuneration as disclosed in note 9 and 27 to the financial
statements) by reason of a contract made by the Group and the Company or a related corporation with any Director
or with a firm of which any Director is a member, or with a company in which any Director has a substantial financial
interest except that certain Directors of the Group and the Company received remuneration from related corporations
in their capacity as Directors or employees of that related corporations in accordance with the terms of their respective
service contracts.
2014 ANNUAL REPORT
65
DIRECTORS REPORT
ISSUE OF SHARES
During the financial year, the Company implemented a corporate exercise as part of its initial public offering (IPO)
which involved the following transactions:
i)
Share split which involved the subdivision of every one (1) ordinary share of RM1.00 each to two (2) ordinary shares
of RM0.50 each. The subdivision of shares was completed on 22 May 2014;
ii)
Conversion of 220,000,000 Islamic Redeemable Convertible Preference Shares (RCPS-i) of RM0.01 to 440,000,000
ordinary shares of RM0.50 each on 23 May 2014; and
iii) Issuance of additional 221,745,000 ordinary shares of RM0.50 each for total consideration of RM410,228,250 via IPO
in Bursa Malaysia Securities Berhad at an issue price of RM1.85 per share on 25 June 2014.
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary
shares of the Company. The Companys issued and paid up ordinary shares at the end of the financial year was
RM588,592,550 comprising 1,177,185,100 ordinary shares of RM0.50 each.
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS
Before the financial statements of the Group and the Company were made out, the Directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and satisfied themselves that all known bad debts have been written off and that
adequate allowance is made for doubtful debts; and
(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business,
their values as shown in the accounting records of the Group and the Company have been written down to an
amount which they might be expected so to realise.
DIRECTORS REPORT
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED)

At the date of this report, the Directors are not aware of any circumstances:
(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in
the financial statements of the Group and the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and the
Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and the Company misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
(12) months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the
ability of the Group and the Company to meet their obligations when they fall due.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and the Company which has arisen since the end of the financial year
which secures the liability of any other person; or
(b) any contingent liability of the Group and the Company which has arisen since the end of the financial year.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements which would render any amount stated in the financial statements misleading.
In the opinion of the Directors:
(a) the results of the Groups and the Companys operations during the financial year were not substantially affected
by any item, transaction or event of a material and unusual nature; and
(b) there has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely to affect substantially the results of the operations of
the Group and the Company for the financial year in which this report is made.
2014 ANNUAL REPORT
67
DIRECTORS REPORT
HOLDING COMPANY AND ULTIMATE HOLDING FOUNDATION

The Directors regard Hallmark Odyssey Sdn. Bhd., a company incorporated and domiciled in Malaysia, as the
Companys immediate holding company, and Yayasan Ekuiti Nasional, a foundation incorporated in Malaysia, as the
Companys ultimate holding foundation.
AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with their resolution dated 30 March 2015.

RAJA TAN SRI DATO SERI ARSHAD BIN RAJA TUN UDA
DR. JAMAL BIN YUSOF @ GORDON DUCLOS
DIRECTOR DIRECTOR
Kuala Lumpur
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, Raja Tan Sri Dato Seri Arshad bin Raja Tun Uda and Dr. Jamal bin Yusof @ Gordon Duclos, being the two Directors
of Icon Offshore Berhad, state that, in the opinion of the Directors, the financial statements set out on pages 72 to 134
have been properly drawn up so as to give a true and fair view of the state of affairs of the Group and the Company
as at 31 December 2014 and of the results and cash flows of the Group and the Company for the financial year ended
on that date in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the provisions of the Companies Act, 1965 in Malaysia.
The supplementary information set out in Note 30 on page 135 have been prepared with the Guidance of Special
Matter No. 1, Determination of Realised and Unrealised Profit or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board of Directors in accordance with their resolution dated 30 March 2015.
RAJA TAN SRI DATO SERI ARSHAD RAJA TUN UDA

DR. JAMAL BIN YUSOF @ GORDON DUCLOS
DIRECTOR DIRECTOR
Kuala Lumpur
STATUTORY DECLARATION
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Zaleha binti Abdul Hamid, being the Officer primarily responsible for the financial management of Icon Offshore
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 72 to 135 are, in my opinion,
correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions
of the Statutory Declarations Act, 1960.
ZALEHA BINTI ABDUL HAMID

CHIEF FINANCIAL OFFICER
Subscribed and solemnly declared by the above named Zaleha binti Abdul Hamid at Kuala Lumpur before me,
on 30 March 2015.
2014 ANNUAL REPORT
69
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF ICON OFFSHORE BERHAD
(Company No: 984830-D)
(Incorporated in Malaysia)
REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Icon Offshore Berhad on pages 72 to 134, which comprise the statements
of financial position as at 31 December 2014 of the Group and the Company, and the statements of comprehensive
income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year
then ended, and a summary of significant accounting policies and other explanatory notes, as set out on Notes 1 to 29.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair
view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entitys preparation of financial statements that give a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF ICON OFFSHORE BERHAD (CONTINUED)
(Company No: 984830-D)
REPORT ON THE FINANCIAL STATEMENTS (CONTINUED)

Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the
Company as of 31 December 2014 and of its financial performance and cash flows for the financial year then ended
in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions
of the Act.
(b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation
of the financial statements of the Group and we have received satisfactory information and explanations required
by us for those purposes.
(c) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
OTHER REPORTING RESPONSIBILITIES
The supplementary information set out in Note 30 on page 135 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the
supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and
Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,
as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities
Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA
Guidance and the directive of Bursa Malaysia Securities Berhad.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.
PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants
YEE WAI YIN

(No. 2081/08/16 (J))
Chartered Accountant
Kuala Lumpur
30 March 2015
2014 ANNUAL REPORT
71
STATEMENTS OF COMPREHENSIVE INCOME


Group
Company

Note 2014 2013 2014 2013
RM RM RM RM
318,877,129
334,863,365
Cost of sales
(159,283,404)
(162,890,065)
Gross profit
159,593,725
171,973,300
Other income
7,044,242
2,205,092
3,504,546
2,420,164
(48,377,021)
(30,942,820)
(19,165,821)
(1,857,051)
Other expenses
(11,758,667)
(68,172,361)
Profit/(loss) from operations
106,502,279
75,063,211
(15,661,275)
Finance costs
(50,137,941)
(57,508,370)
(6,705,223)
Revenue
Administrative expenses
Share of profit from

a joint venture
36,119
56,400,457
17,554,841
(22,366,498)
10
2,953,682
96,046,223
(10,000)
Profit/(loss) for the financial year
59,354,139
113,601,064
(22,376,498)
Profit/(loss) before taxation

Taxation
Other comprehensive loss:

Items that will be reclassified
subsequently to profit or loss:
Currency translation differences
Total comprehensive
income/(loss) for the
financial year
(194,338)
59,159,801
113,601,064
(22,376,498)
563,113
(13,420,164)
(12,857,051)
(12,857,051)
(12,857,051)
Profit/(loss) attributable to:

- Equity holders of the Company
59,354,139
113,601,064
(22,376,498)
(12,857,051)

Total comprehensive income/(loss)
attributable to:
- Equity holders of the Company
59,159,801
113,601,064
(22,376,498)
Earnings per share

(Sen per share)
11
Basic
7.4
22.0
Diluted
7.4
13.0
The notes set out on pages 81 to 134 form an integral part of these financial statements.
(12,857,051)
STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2014

Group Company

Note 2014 2013 2014 2013
RM RM RM RM
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
Investment in a joint venture
Investment in subsidiaries
Deferred tax assets
13
14
15
16
17
1,378,168,441
183,775,348
4,168,861

45,188,087
1,203,594,345

195,534,015

829,222,798
41,304,539

489,327,819

1,611,300,737 1,440,432,899
829,222,798
489,327,819
CURRENT ASSETS
Inventories
1,543,732
1,376,028

Trade and other receivables
18
92,075,917
86,573,415
342,025
Amounts due from subsidiary
19

Tax recoverable
1,954,830
32,156

Cash and bank balances
21
74,818,205
47,302,793
34,193,057
53,052,744

170,392,684
135,284,392
34,535,082
53,052,746
CURRENT LIABILITIES
Trade and other payables
22
29,755,924
33,855,806
858,573
Amounts due to immediate
holding company
23

52,650,100

Amounts due to subsidiaries
19

4,382,726
Borrowings
24
129,477,599
402,642,169

Taxation
1,244,006
2,750,326
2,500
549,379
53,052,744
14,370,443
235,600,000

160,477,529
491,898,401
5,243,799
303,572,566
NET CURRENT ASSETS/
(LIABILITIES)
9,915,155
(356,614,009)
29,291,283
(250,519,820)
2014 ANNUAL REPORT
73
STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2014 (CONTINUED)

Group Company

Note 2014 2013 2014 2013
RM RM RM RM
NON-CURRENT LIABILITES
Trade and other payables
22

1,582,775

Borrowings
24
539,005,775
700,609,805

Deferred tax liabilities
17
1,603,759
2,262,333

540,609,534
704,454,913

NET ASSETS
1,080,606,358
379,363,977
858,514,081
238,807,999
257,720,050

588,592,550
311,210,080

257,720,050
121,643,927
(41,288,549)
(18,912,051)
379,363,977
858,514,081
238,807,999
EQUITY ATTRIBUTABLE
TO EQUITY HOLDERS OF
THE COMPANY
Share capital
25
588,592,550
Share premium
25
311,210,080
Currency translation reserves
(194,338)
Retained earnings/
(Accumulated losses)
180,998,066
1,080,606,358
TOTAL EQUITY
59,354,139
59,354,139
121,643,927
1,080,606,358
642,082,580
239,969,775
(8,115,445)
410,228,250
59,159,801
(194,338)
59,354,139
379,363,977
At 31 December 2013
At 1 January 2013
Total comprehensive income
for the financial year
257,720,050

257,720,050
257,720,050
257,720,050
121,643,927
113,601,064
8,042,863
379,363,977
113,601,064
265,762,913

Currency

Number Share Share
translation
Retained Total

of shares
capital
premium
reserve
earnings
equity
RM RM RM RM RM
Distributable
(194,338)
(194,338)

Issued and fully paid ordinary
shares of RM0.50 each Non-distributable
311,210,080
311,210,080
19,969,775
(8,115,445)
299,355,750
180,998,066
588,592,550
330,872,500
220,000,000
110,872,500
257,720,050
(194,338)
1,177,185,100
919,465,050
Total transactions with owners,

recognised directly in equity
At 31 December 2014
440,000,000
Islamic Redeemable Convertible

Preference Shares (RCPS-i)
conversion to ordinary shares
Share issuance expenses
221,745,000
Proceeds from shares issued
Total comprehensive income

257,720,050
Ordinary shares split to RM0.50 each
257,720,050
Profit for the financial year
At 1 January 2014
Group

Currency

Number Share Share
translation
Retained Total

of shares
capital
premium
reserve
earnings
equity
RM RM RM RM RM
Distributable
Attributable to equity holders of the Company

STATEMENTS OF CHANGES IN EQUITY
2014 ANNUAL REPORT
75

Distributable

1,177,185,100
919,465,050
Total transactions with owners,

recognised directly in equity
At 31 December 2014
440,000,000
Islamic Redeemable Convertible

Preference Shares (RCPS-i)
conversion to ordinary shares
221,745,000
Proceeds from shares issued
257,720,050
Total comprehensive loss

Ordinary shares split to RM0.50 each
588,592,550
330,872,500
220,000,000
110,872,500
257,720,050 257,720,050
Loss for the financial year

At 1 January 2014
Company
311,210,080
311,210,080
19,969,775
(8,115,445)
299,355,750
(41,288,549)
(22,376,498)
(22,376,498)
858,514,081
642,082,580
239,969,775
(8,115,445)
410,228,250
(22,376,498)
(22,376,498)
(18,912,051) 238,807,999

Currency

Number Share Share
translation
Accumulated Total

of shares
capital
premium
reserve
losses
equity
RM RM RM RM RM

Distributable
At 31 December 2013
Total comprehensive loss

At 1 January 2013
Company
257,720,050
257,720,050
(18,912,051)
(12,857,051)
(6,055,000)
257,720,050
257,720,050
238,807,999
(12,857,051)
251,665,050

Currency

Number Share Share
translation
Accumulated Total

of shares
capital
premium
reserve
losses
equity
RM RM RM RM RM
2014 ANNUAL REPORT
77
STATEMENTS OF CASH FLOWS


Group Company

Note 2014 2013 2014 2013
RM RM RM RM
CASH FLOWS FROM
OPERATING ACTIVITIES
56,400,457
17,554,841
(22,366,498)
Adjustments for:
Amortisation of intangible
assets
11,758,667
19,388,000

Depreciation of property,
plant and equipment
56,573,067
48,992,701

Gain on disposal of assets
held for sale

(1,360,520)

(Gain)/Loss on disposal of
property, plant and equipment
(4,688,734)
446,717

Impairment of assets held
for sale

2,010,000

Impairment of property,
plant and equipment

46,774,361

Impairment of receivables
316,790
4,208,119

Interest expense
50,137,941
57,508,370
6,705,223
Interest income
(2,379,389)
(469,069)
(3,064,788)
written off

60,921

Unrealised loss on foreign
exchange
516,455
756,214

Reversal of impairment
of receivables
(2,189,304)
(1,745,393)

14,655,481

14,655,481
Share of profit of joint venture
(36,119)

Operating profit/(loss) before
working capital changes
181,065,312
194,125,262
(4,070,582)
(12,857,051)
13,420,164
(2,420,164)
(1,857,051)
Changes in working capital:

Inventories
(167,704)
(904,594)

Receivables
(3,761,096)
32,885,483
(342,023)
Payables
(6,027,122)
(30,253,912)
332,194
1,857,051
Cash generated from/(used in)

operations
171,109,390
195,852,239
(4,080,411)
Tax paid
(5,017,436)
(3,399,043)
(7,500)
Net cash generated from/(used in)

operating activities
166,091,954
192,453,196
(4,087,911)

Group Company

Note 2014 2013 2014 2013
RM RM RM RM
CASH FLOWS FROM
INVESTING ACTIVITIES
Investment in a joint venture
(4,132,742)
Purchase of property, plant
and equipment
(246,982,079)
Proceeds from disposal of
assets held for sale

Proceeds from disposal of
property, plant and equipment
24,774,460
Interest received
2,379,389
Advances to subsidiaries

Net cash (used in)/generated from
investing activities
(223,960,972)
(274,637,416)
39,175,601
20,919,448
469,069

1,781,237
(319,098,761)
(214,073,298) (317,317,524)
1,650,064
1,650,064
CASH FLOWS FROM

FINANCING ACTIVITIES
Proceed from issuance of ordinary shares
410,228,250
410,228,250

(22,770,926)

(22,770,926)
Advances from immediate holding company

12,200,000

Drawdown of borrowings
(net of transaction cost)
79,776,873
214,668,539 6,369,370
Repayments of Redeemable
Cumulative Convertible
Preferences Shares Series A
(RCCPS Series A)

(11,722,022)

Repayment of finance lease

liabilities
(35,876)
(12,000)

Repayment of borrowings/advances
(284,732,388) (146,751,908)
(7,178,370)
(3,600,000)
Repayment of amounts due to
inmmediate/intermediate holding company
(52,650,100)
(3,600,000) (53,052,744)
Advances to subsidiaries

23,552,359
3,600,000
Interest paid
(44,487,374)
(49,946,796) (1,549,449) (1,650,064)
Decrease in fixed deposits
pledged
907,919
261,874

Net cash generated from/(used in)

financing activities
86,236,378
15,097,687 355,598,490 (1,650,064)
2014 ANNUAL REPORT
79

Group Company

Note 2014 2013 2014 2013
RM RM RM RM
Exchange gains on cash and
bank balances
55,971
NET INCREASE/(DECREASE)
IN CASH AND CASH
EQUIVALENTS
28,423,331
(6,387,195)
CASH AND CASH

EQUIVALENTS AT
BEGINNING OF THE
FINANCIAL YEAR
40,111,396
CASH AND CASH

EQUIVALENTS AT THE END
OF THE FINANCIAL YEAR
68,534,727
21
135,220
34,193,055
46,498,591
40,111,396
34,193,057
NOTES TO THE FINANCIAL STATEMENTS

GENERAL INFORMATION
The Company is a public company, incorporated and domiciled in Malaysia.
The Company is an investment holding company. The principal activities of the Group are vessel owning/leasing
and provision of vessel chartering and ship management services to oil and gas related industries. The principal
activities of the subsidiaries are disclosed in Note 16 to the financial statements. There were no significant changes
in the nature of these principal activities during the financial year.
The immediate holding company is Hallmark Odyssey Sdn. Bhd. The ultimate holding foundation is Yayasan Ekuiti
Nasional.
The address of the registered office of the Company is:
Level 21, Suite 21.01, The Gardens South Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
The address of the principal place of business of the Company is:
Level 12A, East Wing, The Icon
No. 1, Jalan 1/68F
Off Jalan Tun Razak
55000 Kuala Lumpur
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of financial statements are set out below. These
policies have been consistently applied to all the financial years presented, unless otherwise stated.
2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance with
Malaysian Financial Reporting Standards (MFRS), International Financial Reporting Standards and the
requirements of the Companies Act, 1965 in Malaysia.
The financial statements of the Group and the Company have been prepared under the historical cost
convention unless otherwise indicated in the accounting policies below and are presented in Ringgit
Malaysia (RM). The preparation of financial statements in conformity with MFRS requires the use of certain
critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported financial year. It also requires the Directors to exercise their
judgement in the process of applying the Companys accounting policies. Although these estimates and
judgement are based on the Directors best knowledge of current events and actions, actual results may
differ. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in Note 3.
2014 ANNUAL REPORT
81

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.1 Basis of preparation (continued)
Standards, amendments to published standards and interpretations, which are applicable and adopted by
the Group and the Company are as follows:
Financial year beginning on or after 1 January 2014

Amendment to MFRS 132 Financial Instruments: Presentation does not change the current offsetting
model in MFRS 132. It clarifies the meaning of currently has a legally enforceable right of set-off that the
right of set-off must be available today (not contingent on a future event) and legally enforceable for all
counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with
features that are effectively equivalent to net settlement will satisfy the MFRS 132 offsetting criteria.
Standards, amendments to published standards and interpretations to existing standards that are applicable
to the Group and the Company but not yet effective:
The Group and the Company will apply the new standards, amendments to standards and interpretations in
the following financial years:
(i) Financial year beginning on or after 1 January 2015
Annual Improvements to MFRS 2010 2012 Cycle (Amendments to MFRS 2 Share Based Payment,
MFRS 3 Business Combinations, MFRS 8 Operating Segments, MFRS 13 Fair Value Measurement, MFRS
116 Property, Plant and Equipment, MFRS 124 Related Party Disclosures and MFRS 138 Intangible
Assets)
Annual Improvements to MFRS 2011 2013 Cycle (Amendments to MFRS 3 Business Combination,
MFRS 13 Fair Value Measurement and MFRS 140 Investment Property)
Amendments to MFRS 119 Defined Benefits Plans: Employee Contributions
(ii) Financial year beginning on or after 1 January 2016
Amendments to MFRS 116 Property, Plant and Equipment and MFRS 138 Intangible Assets
Clarification of Acceptable Methods of Depreciation and Amortisation
Amendments to MFRS 10 Consolidated Financial Statements and MFRS 128 Investment in Associates
and Joint Ventures Sale or Contribution of Assets between an Investor and its Associates/Joint
Ventures
Amendments to MFRS 127 Separate Financial Statements Equity Accounting in Separate Financial
Statements
Annual improvements to MFRS 2012 2014 cycle (Amendments to MFRS 5 Non-Current Assets Held
for Sale and Discontinued Operations, MFRS 7 Financial Instruments: Disclosures, MFRS 119 Employee
Benefits, MFRS 134 Interim Financial Reporting)
(iii) Financial year beginning on or after 1 January 2017

MFRS 15 Revenue from Contracts with Customers
(iv) Financial year beginning on or after 1 January 2018

MFRS 9 Financial instruments


to the Group and the Company but not yet effective: (continued)
The initial application of the abovementioned accounting standards and amendments to published
standards are not expected to have any material impacts to the financial statements of the Group and of
the Company except as mentioned below:

Amendment to MFRS 11 Joint arrangements (effective from 1 January 2016) requires an investor to
apply the principles of MFRS 3 Business Combination when it acquires an interest in a joint operation
that constitutes a business. The amendments are applicable to both the acquisition of the initial interest
in a joint operation and the acquisition of additional interest in the same joint operation. However, a
previously held interest is not re-measured when the acquisition of an additional interest in the same joint
operation results in retaining joint control.
Amendments to MFRS 116 Property, plant and equipment and MFRS 138 Intangible assets (effective
from 1 January 2016) clarify that the use of revenue-based methods to calculate the depreciation and
amortisation of an item of property, plant and equipment and intangible are not appropriate. This is
because revenue generated by an activity that includes the use of an asset generally reflects factors
other than the consumption of the economic benefits embodied in the asset.
The amendments to MFRS 138 also clarify that revenue is generally presumed to be an inappropriate
basis for measuring the consumption of the economic benefits embodied in an intangible asset. This
presumption can be overcome only in the limited circumstances where the intangible asset is expressed
as a measure of revenue or where it can be demonstrated that revenue and the consumption of the
economic benefits of the intangible asset are highly correlated.
Amendments to MFRS 10 and MFRS 128 regarding sale or contribution of assets between an investor and
its associate or joint venture (effective from 1 January 2016) resolve a current inconsistency between
MFRS 10 and MFRS 128. The accounting treatment depends on whether the non-monetary assets sold or
contributed to an associate or joint venture constitute a business. Full gain or loss shall be recognised
by the investor where the non-monetary assets constitute a business. If the assets do not meet the
definition of a business, the gain or loss is recognised by the investor to the extent of the other investors
interests. The amendments will only apply when an investor sells or contributes assets to its associate or
joint venture. They are not intended to address accounting for the sale or contribution of assets by an
investor in a joint operation.
2014 ANNUAL REPORT
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to the Group and the Company but not yet effective: (continued)
The initial application of the abovementioned accounting standards and amendments to published
standards are not expected to have any material impacts to the financial statements of the Group and of
the Company except as mentioned below: (continued)

MFRS 9 Financial Instruments (effective from 1 January 2018) will replace MFRS 139 Financial Instruments:
Recognition and Measurement. The complete version of MFRS 9 was issued in November 2014.
MFRS 9 retains but simplifies the mixed measurement model in MFRS 139 and establishes three primary
measurement categories for financial assets: amortised cost, fair value through profit or loss and fair
value through other comprehensive income (OCI). The basis of classification depends on the entitys
business model and the contractual cash flow characteristics of the financial asset. Investments in equity
instruments are always measured at fair value through profit or loss with a irrevocable option at inception
to present changes in fair value in OCI (provided the instrument is not held for trading). A debt instrument
is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash
flows represent principal and interest.
F or liabilities, the standard retains most of the MFRS 139 requirements. These include amortised cost
accounting for most financial liabilities, with bifurcation of embedded derivatives. The main change is
that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change
due to an entitys own credit risk is recorded in other comprehensive income rather than the income
statement, unless this creates an accounting mismatch.
There is now a new expected credit losses model on impairment for all financial assets that replaces the
incurred loss impairment model used in MFRS 139. The expected credit losses model is forward-looking
and eliminates the need for a trigger event to have occurred before credit losses are recognised.
MFRS 15 Revenue from contracts with customers (effective from 1 Jan 2017) deals with revenue
recognition and establishes principles for reporting useful information to users of financial statements
about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entitys
contracts with customers. Revenue is recognised when a customer obtains control of a good or service
and thus has the ability to direct the use and obtain the benefits from the good or service. The standard
replaces MFRS 118 Revenue and MFRS 111 Construction contracts and related interpretations.


2.2 Basis of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The Group recognises any
non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at
the non-controlling interests proportionate share of the recognised amounts of acquirees identifiable
net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date fair value of the acquirers
previously held equity interest in the acquiree is remeasured to fair value at the successive acquisition
dates at each stage, and the changes in fair value taken through profit or loss.
Profit or loss and each component of other comprehensive income of the subsidiaries are attributed
to the parent and the non-controlling interest, even if this results in the non-controlling interest having a
deficit balance.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the
fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If
this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference
is recognised in profit or loss. Refer to Note 2.7 on the accounting policy for goodwill.
Inter-company transactions, balances, income and expenses on transactions between group companies
are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets
are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
2014 ANNUAL REPORT
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.2 Basis of consolidation (continued)
(ii) Joint arrangements

A joint arrangement is an arrangement of which there is contractually agreed sharing of control by

the Group with one or more parties, where decisions about the relevant activities relating to the joint
arrangement require unanimous consent of the parties sharing control. The classification of a joint
arrangement as a joint operation or a joint venture depends upon the rights and obligations of the
parties to the arrangement. A joint venture is a joint arrangement whereby the joint venturers have rights
to the net assets of the arrangement. A joint operation is a joint arrangement whereby the joint operators
have rights to the assets and obligations for the liabilities, relating to the arrangement.
The Groups interest in a joint venture is accounted for in the financial statements by the equity method
of accounting. Under the equity method of accounting, interests in joint ventures are initially recognised
at cost and adjusted thereafter to recognise the Groups share of the post-acquisition profits or losses and
movements in other comprehensive income. When the Groups share of losses in a joint venture equals or
exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form
part of the Groups net investment in the joint ventures), the Group does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the joint ventures.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent
of the Groups interest in the joint ventures. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures
have been changed where necessary to ensure consistency with the policies adopted by the Group.
(iii) Transaction with non-controlling interests

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity
transactions that is, as transactions with the owners in their capacity as owners. The difference between
fair value of any consideration paid and the relevant share acquired of the carrying value of net assets
of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also
recorded in equity.
(iv) Change in control
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary,
any non-controlling interests and the other component of equity related to the subsidiary. Any surplus or
deficit arising on the loss of control is recognised in profit or loss.
If the Group retains any interest in the subsidiary, then such interest is measured at the fair value at the
date the control is lost. Subsequently the subsidiary is accounted for as equity accounted investee or
available for sale financial asset depending on the level of influence retained.


2.3 Property, plant and equipment
Property, plant and equipment are initially stated at cost. Cost includes its purchase price and any cost that
is directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management. Cost also includes borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset. Refer to Note 2.22 on the
accounting policy for borrowing costs.
The cost of property, plant and equipment recognised as a result of a business combination is based on fair
value at acquisition date. The fair value of property is the estimated amount for which a property could be
exchanged between knowledgeable willing parties in an arms length transaction wherein the parties had
each acted knowledgeably and without compulsion. The fair value of other items of plant and equipment is
based on the quoted market prices of similar items when available and replacement cost where appropriate.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as
appropriate, only when the cost is incurred and it is probable that future economic benefits associated with
the cost will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of
parts that are replaced is derecognised. All other repairs and maintenance of property, plant and equipment
are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing
the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset
is acquired, if applicable.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost
of the asset and which has a different useful life, is depreciated separately.
Property, plant and equipment are depreciated on a straight-line basis to allocate the cost of each asset to
their residual values over their estimated useful lives, summarised as follows:
Vessels
Vessel parts
Drydocking expenditure
Building
Motor vehicles
Office equipment
Computers
Furniture and fittings
Renovation
25 years
10 14 years
5 years
50 years
4 5 years
5 10 years
5 years
10 years
10 years
Depreciations on vessels under commissioning and work in progress commence when the vessels are ready
for their intended use.
Drydocking expenditure represents major inspection and overhaul costs and are depreciated to reflect the
consumption of benefits, which are to be replaced or restored by the subsequent drydocking generally every
five years. The Group has included these drydocking costs as a separate component of the vessels costs.
The residual values, useful life and depreciation method are reviewed at each financial year end to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of property, plant
and equipment.
At the end of the reporting period, the Group assesses whether there is any indication of impairment. If
such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully
recoverable. A write down is made if the carrying amount exceeds the recoverable amount (see accounting
policy Note 2.4).
2014 ANNUAL REPORT
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2.4 Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill or intangible, are not subject to amortisation
and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and valuein-use (VIU). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill that
suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
The impairment loss is charged to profit or loss unless it reverses a previous revaluation in which case it is
charged to the revaluation surplus reserve. Impairment losses on goodwill are not reversed. In respect of
other assets, any subsequent increase in recoverable amount is recognised in profit or loss unless it reverses an
impairment loss on a revalued asset in which case it is taken to revaluation surplus reserve.
2.5 Assets held for sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to
be recovered principally through a sale transaction and a sale is considered highly probable. They are stated
at the lower of carrying amount and fair value less costs to sell.
2.6 Leases
(i) Finance leases
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases are capitalised at the leases commencement
at the lower of the fair value of the leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant
rate of interest on the remaining balance of the liability. The corresponding rental obligations, net of
finance charges, are included in other long-term payables. The interest element of the finance cost is
charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each financial period. The property, plant and equipment acquired
under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.
(ii) Operating leases
Leases of assets where a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any incentives
received from the lessor) are charged to profit or loss on the straight-line basis over the lease period. Initial
direct costs incurred by the Group in negotiating and arranging operating leases are recognised in profit
or loss when incurred.


2.7 Intangible assets
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred
over the Group interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of
the acquiree and the fair value of the non-controlling interest in the acquiree.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each
of the cash generating units (CGUs), or groups of CGUs, that are expected to benefit from the synergies
of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest
level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is
monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in
circumstances indicate a potential impairment. The carrying value of goodwill is compared to the
recoverable amount, which is the higher of value-in-use and the fair value less costs to sell. Any impairment
is recognised immediately as an expense and is not subsequently reversed.
(ii) Acquired charter contracts
Charter contracts acquired in a business combination are recognised at fair value at the acquisition
date. Charter contracts have a finite useful life and amortisation is calculated using the straightline method to allocate the fair value of the contract over their contract periods which range from
1 to 4 years.
2.8 Cash and cash equivalents
For the purpose of the statements of cash flows, cash and cash equivalents includes cash in hand, bank
balances, deposits held at call with banks less restricted cash, other short-term, highly liquid investments with
original maturities of three months or less, and bank overdrafts.
2.9 Inventories
Inventories represent fuel on vessels which are valued at lower of cost or net realisable value. Cost is
determined based on the first-in, first-out method for fuel oil. Net realisable value is the estimated selling price
in the ordinary course of business, less the estimated costs necessary to make the sale.
2014 ANNUAL REPORT
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2.10 Financial assets
(i) Classification
The Group and the Company classify their financial assets in the following categories: at fair value through
profit or loss, loans and receivables, available-for-sale and held to maturity. The classification depends on
the purpose for which the financial assets were acquired. Management determines the classification at
initial recognition. The Groups and the Companys financial assets are loans and receivables.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
not quoted in an active market. They are included in current assets, except for maturities greater than
twelve (12) months after the end of the reporting period. These are classified as non-current assets. The
Groups and the Companys loans and receivables comprise receivables and cash and bank balances
in the statements of financial position.
(ii) Recognition and initial measurement
Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried
at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially
recognised at fair value, and transaction costs are expensed in the profit or loss.
(iii) Subsequent measurement gains and losses
Financial assets at fair value through profit or loss and available-for-sale financial assets are subsequently
carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective
interest method.
(iv) Subsequent measurement impairment of financial assets
Assets carried at amortised cost
The Group and the Company assess at the end of the reporting period whether there is objective
evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of
financial assets is impaired and impairment losses are incurred only if there is objective evidence of
impairment as a result of one or more events that occurred after the initial recognition of the asset (a
loss event) and that loss event (or events) has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated.


2.10 Financial assets (continued)
(iv) Subsequent measurement impairment of financial assets (continued)
Assets carried at amortised cost (continued)
The criteria that the Group and the Company use to determine that there is objective evidence of an
impairment loss include:

Significant financial difficulty of the issuer or obligor;

A breach of contract, such as a default or delinquency in interest or principal payments;
The Group and the Company, for economic or legal reasons relating to the borrowers financial
difficulty, granting to the borrower a concession that the lender would not otherwise consider;
It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;
Disappearance of an active market for that financial asset because of financial difficulties; or
Observable data indicating that there is a measurable decrease in the estimated future cash flows
from a portfolio of financial assets since the initial recognition of those assets, although the decrease
cannot yet be identified with the individual financial assets in the portfolio, including:
(a) adverse changes in the payment status of borrowers in the portfolio; and
(b) national or local economic conditions that correlate with defaults on the assets in the portfolio.
The amount of the loss is measured as the difference between the assets carrying amount and the
present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial assets original effective interest rate. The carrying amount of the asset
is reduced and the amount of the loss is recognised in profit or loss. If loans and receivables have a
variable rate, the discount rate for measuring any impairment losses is the current effective interest rate
determined under the contract. As a practical expedient, the Group and the Company may measure
impairment on the basis of an instruments fair value using an observable market price.
If in a subsequent financial year, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised (such as an improvement
in the customers credit rating), the reversal of the previously recognised impairment loss is recognised in
profit or loss.
When an asset is uncollectible, it is written off against the related allowance account. Such assets are
written off after all the necessary procedures have been completed and the amount of the loss has
been determined.
(v) Derecognition
Financial assets are derecognised when the rights to receive cash flows from the investments have
expired or have been transferred and the Group and the Company have transferred substantially all risks
and rewards of ownership.
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2.11 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount presented in the statements of financial position
when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle
on a net basis, or realise the asset and settle the liability simultaneously.
2.12 Current and deferred income tax
The tax expense for the financial year comprises current and deferred taxes. Tax is recognised in the profit
or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in
equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the reporting date in the countries where the Group and the Company operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis
of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting
nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantively enacted by the reporting date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the deductible temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a net basis.
2.13 Provisions
Provisions are recognised when the Group and the Company have a present legal or constructive obligation
as a result of past events, it is probable that an outflow of resources will be required to settle the obligation
and a reliable estimate of the amount can be made.
Where the Group and the Company expect a provision to be reimbursed (for example, under an insurance
contract), the reimbursement is recognised as a separate asset but only when the reimbursement is virtually
certain.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood
of an outflow with respect to any one item included in the same class of obligations may be small.


2.13 Provisions (continued)
Provisions are measured at the present value of the expenditures expected to be required to settle the
obligation using a pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as
finance cost expense.
2.14 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
carried at amortised cost; any difference between the proceeds from drawdown (net of transaction costs)
amount and the redemption value is recognised in profit or loss over the period of the borrowings using the
effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the
draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be
drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility to which it relates.
2.15 Compound financial instruments
Compound financial instruments issued by the Group and the Company comprises Islamic Redeemable
Convertible Preference Shares (RCPS-i) that can be converted to share capital at the option of the holder,
and the number of shares issued does not vary with changes in fair value. The terms of the RCPS-i are disclosed
in Note 24.
The liability component of a compound financial instrument is recognised initially at the fair value of a similar
liability that does not have an equity conversion option. The equity component is recognised initially at the
difference between the fair value of the compound financial instrument as a whole and the fair value of
the liability component. Any directly attributable transaction cost is allocated to the liability and equity
components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured
at amortised cost using the effective interest method until extinguished on conversion or maturity of the
compound instrument. The equity component of a compound financial instrument is not re-measured
subsequent to initial recognition except when the compound instrument is redeemed or repurchased before
maturity.
Upon conversion of the convertible instrument into equity shares, the amount credited to equity is the
aggregate of the carrying amounts of the liability components classified within liability and equity at the time
of conversion. No gain or loss is recognised.
2014 ANNUAL REPORT
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2.16 Employee benefits
(i) Short-term employee benefits
Salaries, overtime and social security contributions are recognised as an expense in the financial year in
which the associated services are rendered by employees of the Group and the Company.
(ii) Defined contribution plans
The Group and the Company make contributions to the Employees Provident Fund (EPF) as required
by law in Malaysia. Obligations for contributions to defined contribution plans are recognised as an
expense in the profit or loss as incurred.
2.17 Share capital
Ordinary shares are recorded at the nominal value and proceeds in excess as the nominal value of shares
issued, if any, are accounted for as share premium, if any. Both ordinary shares and share premiums are
classified as equity. Transaction costs of an equity transaction are accounted for as a deduction from equity,
net of any related income tax benefit.
Preference share capital is classified as equity if they are non-redeemable, or redeemable but only at the
Companys option, and any dividends are discretionary.
Distribution to holders of a financial instrument classified as an equity instrument is charged directly to equity.
2.18 Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year
or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current
liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method.
2.19 Foreign currency
(i) Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured using the
currency of the primary economic environment in which the entity operates (the functional currency).
The consolidated financial statements are presented in Ringgit Malaysia (RM), which is the Groups and
the Companys functional and presentation currency.


2.19 Foreign currency (continued)
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss, except when deferred in other comprehensive income as qualifying cash flow hedges and
qualifying net investment hedges.
2.20 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable net of discounts and
rebates.
Revenue is recognised to the extent that it is probable that the economic benefits associated with the
transaction will flow to the Group and the amount of revenue and the cost incurred or to be incurred in
respect of the transaction can be reliably measured. The following specific recognition criteria must also be
met before revenue is recognised:
Chartering and hiring of vessels
Charter hire income from vessels is recognised upon rendering of services to customers, over the term of
the charter hire contract. For income from the hire of third party vessels, it is assessed whether the Group is
acting as a principal or an agent. Where it has been assessed that the Group is acting as an agent, income
is recognised net of charter costs.
Other revenue
Other revenue is recognised when services are rendered.
2.21 Interest income
The Group and the Company earn interest income from deposits placed with licensed banks. Interest income
is recognised on an accrual basis.
2.22 Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset is capitalised as part of the cost of the asset until when substantially all the
activities necessary to prepare the asset for its intended use or sale are complete, after which such expense
is charged to profit or loss. A qualifying asset is an asset that necessarily takes a substantial period of time to
get ready for its intended use or sale. Capitalisation of borrowing cost is suspended during extended periods
in which active development is interrupted.
2014 ANNUAL REPORT
95


2.22 Borrowing costs (continued)
The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the
borrowing during the period less any investment income on the temporary investment of the borrowing.
All other borrowing costs are recognised in profit or loss in the financial year in which they are incurred.
2.23 Prepayments
Prepayments are amounts paid in advance for goods or services yet to be received. Prepayments are
recognised as an expense in profit or loss when the goods or services are subsequently received.
2.24 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the key
management. The chief operating decision maker, who is responsible for allocating resources and assessing
performance on operating segments, has been identified as the Executive Committee that makes strategic
decisions.
2.25 Contingent liabilities and assets
The Group does not recognise a contingent liability but discloses its existence in the financial statements.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by uncertain future events beyond the control of the Group or a present obligation that is not recognised
because it is not probable that an outflow of resources will be required to settle the obligation. A contingent
liability also arises in the extremely rare circumstances where there is a liability that cannot be recognised
because it cannot be measured reliably.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed by
uncertain future events beyond the control of the Group. The Group discloses the existence of contingent
assets where inflows of economic benefits are probable, but not virtually certain.
2.26 Earnings per share
The Group presents basic and diluted earnings per share for its ordinary shares (EPS).
Basic earnings per share of the Group is calculated by dividing the profit attributable to ordinary equity holders
of the Company by the weighted average number of ordinary shares in issue during the financial year.
Diluted earnings per share of the Group is calculated by adjusting the profit attributable to ordinary equity
holders of the Company and weighted average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
addressed below.
Key assumptions and sources of estimation uncertainty
The following are key assumptions concerning the future and other key sources estimation of uncertainty at the
end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.
(i) Impairment of goodwill
The Group tests goodwill for impairment annually in accordance with its accounting policy in Note 2.7.
For the purposes of assessing impairment, goodwill is allocated to cash-generating units that are expected to
benefit from the future earnings of the business activities in which the goodwill arose.
Significant judgement is required in the estimation of the present value of future cash flows generated by
the cash-generating units, which involve uncertainties and are significantly affected by assumptions used
and judgement made regarding estimates of future cash flows and discount rates. Changes in assumptions
could significantly affect the results of the Group with impairment of goodwill. The key assumptions used are
disclosed in Note 14.
(ii) Useful lives and residual value of property, plant and equipment
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives after
deducting its residual value. Management exercises their judgement in estimating the useful lives and the
residual value of the depreciable assets. The Group assesses annually the useful lives and the residual value of
the property, plant and equipment and if the expectation differs from the original estimate, such difference
will impact the depreciation in the financial year in which such estimate has been charged.
2014 ANNUAL REPORT
97

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)

Key assumptions and sources of estimation uncertainty (continued)
(iii) Impairment of receivables
At each reporting date, the Group assesses whether there is objective evidence that receivables have been
impaired. Potential impairment loss is derived based on a review of the current status of existing receivables
and collection track record. Such provisions are adjusted periodically to reflect the actual and anticipated
impairment.
(iv) Impairment review of carrying value of vessels
The Group reviews periodically whether vessels have suffered any impairment in accordance with the
accounting policy stated in Note 2.4. The recoverable amounts of each vessel, being defined as a cash
generating unit, have been determined based on the higher of its fair value less cost to sell and its VIU. For VIU
calculations, the future cash flows are based on contracted cash flows and estimates of uncontracted cash
flows for the useful lives of each vessel, including scrap values discounted by an appropriate discount rate.
In cases where fair value less cost to sell is used to determine the recoverable amount of the vessel, valuation
were performed by an independent valuer using the market approach, based on recent market transaction
of vessels of similar type and age. The valuation technique is therefore classified as level 2 measurement of
the fair value hierarchy.
The impairment testing for cash generating units requires estimates and judgement to determine the net
present value of future cash flows such as revenue growth, cost escalation and utilisation rates based on
historical trends among others. Discount rate used is based on our industry average that varies over time.
As at 31 December 2014, Management have evaluated the carrying amounts of vessels against their
recoverable amounts based on approved business strategies and budget as well as fleet expansion and
rejuvenation plan. Based on Managements assessment, for financial year ended 31 December 2014, there
is no impairment recognised on vessels with indications of impairment.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)

Key assumptions and sources of estimation uncertainty (continued)
(v) Deferred tax assets
Deferred tax assets are recognised for all unutilised tax losses and unutilised capital allowances to the extent
that it is probable that taxable profit will be available against which the losses and capital allowances can
be utilised. Significant management judgement is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and level of future taxable profits together with future
tax planning strategies.
Assumptions about generation of future taxable profits depend on Managements estimates of future
profitability. These depend on estimates of future revenue, operating costs, capital expenditure, and other
working capital transactions. Judgement is also required on the application of income tax legislation. These
judgements and assumptions are subject to risks and uncertainty, hence there is a possibility that changes in
circumstances will alter expectations, which may impact the amount of deferred tax assets recognised in the
statements of financial position and the amount of unrecognised tax losses and capital allowances.
2014 ANNUAL REPORT
99

FINANCIAL RISK MANAGEMENT

The Groups and the Companys overall financial risk management focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the financial performance of the Group and the
Company. Financial risk management is carried out through risk reviews, internal control systems and adherence
to the Groups and the Companys financial risk management policies. The Directors of the Group and the
Company regularly review these risks and approve the policies, which cover the management of these risks.
The Group and the Company are exposed to credit and counterparty risk, liquidity risk, interest rate risk, foreign
currency exchange risk and capital risk management.
(i) Credit and counterparty risk
Credit risk arises when sales are made on credit terms. Customers are subject to credit checks and
outstanding accounts are followed up on a timely basis. Credit risk concentration is monitored by monitoring
the performance of our customers and actively engaging with customers to ensure payments are settled on
time.
Most contracts are on a long-term basis. The Group is exposed to the risk that the financial position of its
customers may change during the contracted period and that they will not be able to meet its obligations
under the terms of the contract. Given the limited number of major customers and the significant portion they
represent of revenue, the inability by one or more of the Groups major customers to make full payment on any
of its contracts may have a material adverse effect on the financial position. To mitigate this risk, credit quality
of potential customers is assessed by taking into account their current financial position, past experience
and other factors before entering into a contract. This evaluation includes a thorough examination of the
counterpartys default rates as well as their credit quality. Outstanding receivables are closely monitored in
order to pursue full recovery.
The credit quality of financial assets that are not impaired can be assessed by reference to external credit
ratings (if available) or to historical information about counterparty default rates:

Group Company
2014 2013 2014 2013
RM RM RM RM
(except for cash in hand)
Counterparties with external
credit rating (RAM)*
AAA
53,749,975
21,139,352
34,157,458
AA2
12,966,732
3,050,860
35,597
AA3
7,790,515
8,615,713

A1

12,339,171

Counterparties with external

credit rating (MARC)**
AA+
25,818
2,120,450
Counterparty with no credit

rating ***
168,309

FINANCIAL RISK MANAGEMENT (CONTINUED)

(i) Credit and counterparty risk (continued)
The credit quality of financial assets that are not impaired can be assessed by reference to external credit
ratings (if available) or to historical information about counterparty default rates: (continued)

Group Company
2014 2013 2014 2013
RM RM RM RM
Counterparties without
external credit rating
Group 1
Group 2
Amounts due from
subsidiaries
Counterparties without
external credit rating
Group 2

1,768,625
87,016,936

83,393,398
53,052,744
The Group and the Company classify their receivables into the following groups:
Group 1 new customers/related parties (less than six (6) months).
Group 2 existing customers/related parties (more than six (6) months) with no defaults in the past.
Group 3 existing customers/related parties (more than six (6) months) with some defaults in the past.
All defaults were fully recovered.
* RAM represents Rating Agency Malaysia.
** MARC represents Malaysian Rating Corporation Berhad.
*** The cash and bank balance held in a financial institution outside Malaysia.
(ii) Liquidity risk
Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial obligations
due to shortage of funds. The Group and the Company carry out monthly cash flows review for the next six (6)
months to ensure that the business operations have sufficient funds available to meet its obligations as and
when they fall due. Historically, treasury management has proven that the Group and the Company have the
ability to meet its obligations as and when they fall due and the Group and the Company have not defaulted
on any obligations due or payable to financial institutions or creditors.
2014 ANNUAL REPORT
101


(ii) Liquidity risk (continued)
The table below summarises the maturity profile of the Groups and the Companys liabilities (including interest
on borrowings) at the reporting date based on contractual undiscounted repayment obligations.

Within
Between 1
Between 2
Over
1 year
and 2 years
and 5 years
5 years
Total
RM RM RM RM RM
Group
At 31 December 2014
Borrowings
Finance lease
liabilities
Trade and other
payables
165,398,300 156,696,678 322,405,892 173,295,540 817,796,410
95,171
82,463
56,157
233,791
29,755,924
29,755,924
195,249,395
156,779,141
322,462,049
173,295,540
847,786,125
Borrowings
Finance lease
liabilities
Trade and other
payables
Amounts due to
immediate holding
company
445,727,617
179,153,079
448,453,095
209,020,692
1,282,354,483
95,733
109,551
38,517
243,801
33,855,806
2,222,345
36,078,151
52,650,100
52,650,100
532,329,256
181,484,975
448,491,612
209,020,692
1,371,326,535
At 31 December 2013


(ii) Liquidity risk (continued)
Within
Between 1
Between 2
Over
1 year
and 2 years
and 5 years
5 years
Total
RM RM RM RM RM

Company
At 31 December 2014
Trade and other
payables
Amounts due to
subsidiaries
4,382,726
4,382,726
5,241,299
5,241,299
858,573
858,573
At 31 December 2013
Borrowings
Trade and other
payables
Amounts due to
immediate holding
company
Amounts due to
subsidiaries
235,600,000
235,600,000
549,379
549,379
53,052,744
53,052,744
14,370,443
14,370,443
303,572,566
303,572,566
(iii) Interest rate risk

Interest rate risk arises from fluctuations in interest rates. Bank borrowings consist of variable rate debt
obligations linked to applicable bank rates. Bank rates are typically reviewed and adjusted periodically
in accordance with prevailing interest rates. Increases in interest rates would increase interest expenses
relating to the Groups outstanding floating rate borrowings and increase the cost of new debt. Interest rates
applicable to borrowings are regularly reviewed against the prevailing and anticipated market interest rates
in order to determine if refinancing or early repayment is warranted. The table below sets forth the carrying
amounts of borrowings, by floating interest rate terms.
Group

2014 2013

RM RM
Floating rate loans (unhedged)

477,460,517
623,207,936
2014 ANNUAL REPORT
103


(iii) Interest rate risk (continued)

Group
2014 2013
RM RM
Impact on profit for the financial year
and equity:
1.0% increase in interest rate
(4,774,605)
(6,232,079)
1.0% decrease in interest rate 4,774,605 6,232,079
(iv) Foreign currency exchange risk
The Groups foreign currency exchange risk arises primarily from the purchase of vessels, materials, spare
parts, other services relating to the maintenance of vessels and borrowings. The Group occasionally enters
into contracts for which the charter rate is denominated in US dollars (USD) and also occasionally enters into
forward contracts for USD in order to manage their exposure to fluctuations in the exchange rate between
the RM and USD.
The impact on profit after taxation for the financial year is mainly as a result of translation of USD bank balances
and borrowings held by companies within the Group for which their functional currencies are not USD.

Group
2014 2013
RM RM
Impact on profit for the financial year and equity:
10.0% increase in USD exchange rate
10.0% decrease in USD exchange rate
(803,875)
803,875
(477,335)
477,335
Cash and bank balances are denominated in the following currencies:

Group Company
2014 2013 2014 2013
RM RM RM RM
Ringgit Malaysia
Brunei Dollar
US Dollar
72,024,256
168,308
2,625,641
39,442,386

7,860,407
34,193,057

74,818,205
47,302,793
34,193,057


(iv) Foreign currency exchange risk (continued)
Borrowings are denominated in the following currencies:

Group
2014 2013
RM RM

Ringgit Malaysia
657,818,987 1,090,618,215
US Dollar
10,664,387
12,633,759

668,483,374 1,103,251,974
(v) Capital risk management

The Group and the Company regard capital as share capital, borrowings and retained earnings as presented
in the statements of financial position. The Groups and the Companys objectives when managing capital
are to safeguard the Groups and the Companys ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group and the Company may return capital to
shareholders, issue new shares or sell assets to reduce debt. The Group and the Company monitor capital
on the basis of the gearing ratio. This ratio is calculated as net debt divided by total equity. Net debt is
calculated as total borrowings (including current and non-current borrowings as shown in the statements of
financial position) less cash and bank balances. Total equity is calculated as shareholders equity as shown in
the statements of financial position.

Group Company
2014 2013 2014 2013
RM RM RM RM

Finance lease liabilities
143,655
179,531

Borrowings
668,339,719 1,103,072,443

235,600,000
Debt
668,483,374 1,103,251,974

Less: Cash and bank
balances
(74,818,205)
(47,302,793)
(34,193,057)
Net debt
593,665,169
1,055,949,181
Total equity
1,080,606,358
Net gearing ratio (times)
0.55
235,600,000
(2)
(34,193,057)
235,599,998
379,363,977
858,516,581
238,807,999
2.78
n/a
0.99
2014 ANNUAL REPORT
105


(v) Capital risk management (continued)
Included in financial year ended 31 December 2013 borrowings is RCPS-i amounted to RM220,000,000 which
was mandatorily converted into the Company shares following receipt of all relevant authorities approvals
for the Companys IPO and listing on the Main Market of Bursa Securities on 23 May 2014.
The net gearing ratio excluding the RCPS-i is as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM
Net debt (excluding RCPS-i)
Net gearing ratio (times)
593,665,169
0.55
820,349,181
2.16
n/a
n/a
The subsidiaries of the Company are required by external lenders to maintain certain financial covenant
ratios such as gearing ratio, interest cover and finance service cover ratio. As part of its capital management,
the Group monitors these covenants on a monthly basis. These covenants have been complied with for each
of the financial years presented.
(vi) Fair values
The carrying value of the balances disclosed in the financial statements approximates its fair values except as
disclosed in the notes to the financial statements.

REVENUE

Group Company
2014 2013 2014 2013
RM RM RM RM
Charter hire of own vessels
291,081,276
276,094,183

Charter hire of forerunner vessels
6,481,381
41,996,218

Other revenue
21,314,472
16,772,964

318,877,129
334,863,365

FINANCE COSTS

Group Company
2014 2013 2014 2013
RM RM RM RM
Term loan interest/profit
41,991,790 45,312,148 979,538
Profit rate on RCPS-i

4,346,774
11,000,000
4,346,774
11,000,000
Interest on amount due to
immediate holding company
1,378,911
2,420,164
1,378,911
2,420,164
Revolving credit
1,012,615
2,396,923

Interest on RCCPS Series A

1,669,768

Finance lease interest

2,304
10,774

Bank overdraft interest

110,445
27,381

Other finance charges

201,542
39,586

Transaction cost written-off

5,168,974

Total finance costs
54,213,355
62,876,744 6,705,223
13,420,164
Less: Amount capitalised to
qualifying assets (Note 13)
(4,075,414) (5,368,374)

Finance costs
50,137,941
57,508,370 6,705,223
13,420,164
2014 ANNUAL REPORT
107

7.
PROFIT/(LOSS) BEFORE TAXATION

Profit before taxation is stated after charging/(crediting):

Group Company
2014 2013 2014 2013
RM RM RM RM
Amortisation of intangible assets
11,758,667
19,388,000

Auditors remuneration
- audit
650,000
562,500
180,000
180,000
- IPO
2,748,000

2,748,000
- Other services
375,785
294,000
240,000
294,000
Consumable cost
9,195,109
7,616,949

Depreciation of property, plant

and equipment
56,573,067
48,992,701
Employee benefits expense (Note 8) 68,800,258 55,926,951
2,581,837
2,516,265
(Gain)/Loss on disposal of property,
plant and equipment
(4,688,734)
446,717

Gain on disposal of assets held for sale

(1,360,520)

Impairment of assets held for sale

2,010,000

Impairment of property, plant and equipment

46,774,361

Impairment of receivables
316,790
4,208,119

Insurance
4,892,138
4,228,561

Interest income
(2,379,389)
(469,069)
(3,064,788)
(2,420,164)
Other IPO related expenses
11,907,481

11,907,481
Loan transaction cost written-off

5,168,974

Property, plant and equipment written off

60,921

Professional fees
1,490,958
2,008,576
615,717
474,465
Rental of premises
1,481,024
1,091,768

Realised gain on foreign exchange

(458,562)
(838,671)

Reversal of impairment of receivables

(2,189,304)
(1,745,393)

Ship operation and charter hire costs

37,112,414
67,518,979

Unrealised loss on foreign exchange

516,455
756,214

EMPLOYEE BENEFITS EXPENSE

Group Company
2014 2013 2014 2013
RM RM RM RM
2,165,908
1,859
414,070
2,148,240
1,395
366,630

68,800,258
55,926,951
2,581,837

2,516,265
Wages and salaries

Social security costs
Defined contribution plan
62,536,393
352,112
5,911,753
50,580,474
319,312
5,027,165
Included in employee benefits expense of the Group and the Company are the Executive Directors remuneration
amounting to RM2,782,220 (2013: RM2,457,580) and RM1,059,100 (2013: RM886,550) as further disclosed in Note 9.

DIRECTORS REMUNERATION

Group Company
2014 2013 2014 2013
RM RM RM RM
Executive:
Salaries and bonuses
Defined contribution plan
2,338,000
444,220
890,000
169,100
745,000
141,550

2,782,220
2,457,580
1,059,100
886,550
2,073,790
383,790
Non-Executive:
Fees and emoluments
549,667
549,667
Total Directors
remuneration
(excluding benefits-in-kind)
3,331,887
2,457,580
1,608,767
886,550
Benefits-in-kind received by the Directors of the Group and the Company amounted to RM21,600 (2013: RM14,400)
and RM7,200 (2013: RM5,400) respectively. In addition to the above, certain directors have received cash bonus
management incentive plan from the ultimate holding foundation as disclosed in note 27.
10 TAXATION

Group Company
2014 2013 2014 2013
RM RM RM RM
Current income tax:
- Current financial year
- Over provision of tax in prior
financial year
Deferred tax relating to the
origination and reversal of temporary
timing differences (Note 17)
(355,599)
Tax (credit)/charge for the

financial year
1,944,039
10,000
(226,663)
(4,542,122)
(101,927,435)
(2,953,682)
(96,046,223)
10,000
6,107,875
The Malaysian corporate statutory tax rate for the year of assessment 2014 is 25% (2013: 25%).
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. Subsidiaries of the
Company being Malaysian tax residents incorporated in Labuan under the Labuan Companies Act, 1990 are
taxed at 3% of profit before taxation or RM20,000 in accordance with the Labuan Business Activity Tax Act, 1990.

2014 ANNUAL REPORT
109

10 TAXATION (CONTINUED)
Reconciliations of income tax expense applicable to profit before taxation at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and the Company are as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM

Taxation at Malaysian statutory
tax rate at 25%
56,400,457
17,554,841
(22,366,498)
(12,857,051)
14,100,114
4,388,710
(5,591,624)
(3,214,263)
Deferred tax assets not recognised

during the financial year
5,137
5,381,482

Deferred tax effects of changes in tax rate

942,010

Effects of different tax rate in Labuan

(19,842,423)
(3,122,137)

Tax effect of disposal of

assets held for sale

11,025,000

Tax effect of expenses that are not

deductible for tax purposes
7,685,261
5,874,593 5,601,624 3,214,263
Tax effect of income not subject to tax
(143,996) (708,159)

Tax effect on transfer of vessels

(116,764,286)

Recognition of previously
unrecognised temporary
differences
(4,402,176)

Over provision of tax in prior

financial year
(355,599)
(3,063,436)

Tax (credit)/charge for the financial year
(2,953,682)
(96,046,223) 10,000

Included in financial year ended 31 December 2013 is a net tax credit of RM105,739,286, pursuant to the Groups
internal reorganisation, where the Group had transferred certain vessels from its wholly owned subsidiaries, Icon
Ship Management Sdn. Bhd., and Omni Triton Sdn. Bhd. to newly incorporated Labuan subsidiaries of Icon Fleet
Sdn. Bhd. and disposed a non-offshore support vessel.

11 EARNINGS PER SHARE

(i) Basic EPS
The basic EPS has been calculated based on the consolidated profit attributable to equity holders of the
Group and divided by the weighted number of ordinary shares in issue.

Group

2013

2014
Restated
Profit attributable to equity holders (RM)
Weighted average number of ordinary shares in issue

59,354,139
801,348,355
113,601,064
515,440,100
Basic EPS (sen)
7.4
22.0
(ii) Diluted EPS

The diluted EPS has been calculated based on the consolidated profit for the financial year attributable to
equity holders of the Group and divided by the weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares. The Group has one category of dilutive potential
ordinary shares, which is RCPS-i. The convertible preference shares are assumed to have been converted into
ordinary shares and the net profit is adjusted to eliminate the interest expense less tax effect. The conversion
of the RCPS-i into ordinary shares was completed on 23 May 2014.

Group

2013

2014
Restated
Profit attributable to equity holders (RM)
Profit rate on RCPS-i (RM, net of tax)

Profit used to determine diluted EPS (RM)

59,354,139

113,601,064
11,000,000
59,354,139
124,601,064
Weighted average number of ordinary shares in issue
801,348,355
515,440,100
440,000,000
801,348,355
955,440,100
7.4
13.0
Adjustment for:
- Assumed conversion of RCPS-i

Weighted average number of ordinary shares
for diluted EPS

Diluted EPS (sen)
The comparative basic EPS and diluted EPS reported has been restated to take into account the effect of the
subdivision of shares on 22 May 2014.
2014 ANNUAL REPORT
111

12 SEGMENT REPORTING
(i) Reportable Segment
The Group is organised as a single integrated business operations comprising the vessel owning/leasing activities
and provision of vessel chartering and ship management services to oil and gas and related industries. These
integrated activities are known as the offshore support vessel operations. The Group as a whole is regarded
as an operating segment. In making decisions about resource allocation and performance assessment, the
key management regularly reviews the financial results of the Group as a whole. Hence, the information that
is regularly provided to the key management is consistent with that presented in the financial statements.
(ii) Geographical Information
The Groups operations are carried out predominantly in Malaysia. Revenue earned by the Group analysed
by the location of its external customers is as follows:

2014 2013
% RM % RM
Revenue
Malaysia

87 278,250,808
Others
13 40,626,321
Total
100 318,877,129
92
8
306,872,327
27,991,038
100
334,863,365
All vessels are Malaysian-flagged and operate primarily in Malaysia.

(iii) Major Customers
The Group has a few single customers which have generated revenue amounting to 10 percent or more of
the Groups total revenue:

2014
2013
% RM % RM
Direct
Customer 1
Customer 2
Customer 3
35 113,063,417
11
35,012,691
10 32,549,715
Total
56 180,625,823
The end customer of Customer 2 is Customer 1.
69

232,329,765
69
232,329,765
Net book value
Beginning of the
financial year
Charge for the
financial year
Disposals

End of the financial year
196,789,350
1,146,638,808
4,969,544
23,468,764 756,489 550,923 718,022
2,066,880 414,015
1,795,646
1,378,168,441

29,416,696
29,416,696

(9,083,304)

(9,083,304)

38,500,000
38,500,000

96,989,746 877,353
16,590,460 41,420 211,308 318,646 866,429 144,567 464,722
116,504,651
Accumulated
impairment loss

46,755,838 512,129
8,287,258 17,139 148,374 135,293 471,626 61,388 184,022 56,573,067

(210,078)
210,078

(1,717,082)
(121,556)
(844,223)
(3,031)
(2,685,892)

51,950,990 486,780
9,147,425 24,281 62,934 393,431 187,756 83,179 280,700 62,617,476
196,789,350
1,273,045,250 5,846,897 40,059,224 797,909 762,231 1,036,668 2,933,309 558,582 2,260,368
1,524,089,788
Beginning of the
financial year
Charge for the
financial year
Reclassifications
Disposals
Accumulated
depreciation
Beginning of the
financial year
106,111,476
1,155,498,075
3,947,597
33,027,269 797,909 352,341 937,242
1,883,820 493,177
1,662,915
1,304,711,821
Additions 103,255,633 134,610,425 2,486,824 8,652,909
409,890 99,426 1,054,924 65,405 597,453 251,232,889
Disposals

(29,641,009)
(587,524)
(1,620,954)
(5,435)
(31,854,922)
Reclassifications
(12,577,759)
12,577,759
Cost
At 31 December 2014

Vessels under

Vessel Drydocking

Motor
Office

Furniture

construction
Vessels
parts expenditure
Building
vehicles equipment Computers and fittings Renovation
Total

RM RM RM RM RM RM RM RM RM RM RM
Group
13 PROPERTY, PLANT AND EQUIPMENT
2014 ANNUAL REPORT
113

3,715,301
740,237
(507,941)

3,947,597
877,299,602
201,311,314
(29,555,476)
106,442,635

106,111,476 1,155,498,075
145,656,032
66,898,079

(106,442,635)

33,027,269
21,141,594
13,564,881
(1,679,206)

797,909
797,909

352,341
142,950
209,391

937,242
903,265
33,977

1,883,820
819,889
1,095,048
(3,222)

(27,895)
493,177
493,505
32,698

(33,026)
1,662,915 1,304,711,821
1,463,209 1,052,433,256
199,706
284,085,331
(31,745,845)

(60,921)
51,950,990
486,780
9,147,425
24,281
62,934
393,431
187,756
83,179
280,700
62,617,476
Net book value
106,111,476 1,065,047,085
3,460,817
23,879,844
773,628
289,407
543,811
1,696,064
409,998
1,382,215 1,203,594,345
Beginning of the
financial year

Charge for the

financial year

46,774,361

46,774,361
Disposals
(8,274,361)

(8,274,361)


38,500,000

38,500,000
Accumulated
impairment loss
Beginning of the
financial year

13,435,723
120,796
1,900,335
7,141
9,371
45,113
75,698
16,999
118,918
15,730,094
Charge for the
financial year

40,031,901
431,449
7,770,310
17,140
53,563
348,318
112,058
66,180
161,782
48,992,701
Disposals
(1,516,634)
(65,465)
(523,220)

(2,105,319)
Accumulated
depreciation
Beginning of the
financial year
Additions
Disposals
Reclassifications
Write-offs

Cost
At 31 December 2013

Vessel Drydocking

Motor
Office

Furniture

construction
Vessels
parts expenditure
Building
vehicles equipment Computers and fittings Renovation
Total

RM RM RM RM RM RM RM RM RM RM RM

Vessels under
Group
13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

13 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(i) Included in the property, plant and equipment are motor vehicles and office equipment which were acquired
by means of finance lease arrangements with net carrying amounts of RM44,438 (2013: RM453,105).
(ii) Borrowing costs amounting to RM4,075,414 (2013: RM5,368,374) were capitalised as vessels under construction
during the financial year.
(iii) All the vessels have been charged to secure against the borrowings granted to the Group as disclosed in
Note 24.
(iv) Drydocking expenditure accrued of RM4,254,937 (2013:RM4,079,541) was capitalised as at the financial year
14 INTANGIBLE ASSETS
Acquired

charter
Goodwill contracts
Total
RM RM RM
Group
At 31 December 2014
Cost
Beginning of the financial year
180,643,348 44,880,000 225,523,348
Accumulated amortisation
Amortisation charge during the financial year
(29,989,333) (29,989,333)
(11,758,667) (11,758,667)
(41,748,000) (41,748,000)
Net book value

180,643,348
3,132,000 183,775,348
At 31 December 2013
Cost
180,643,348
44,880,000
225,523,348
Accumulated amortisation
Amortisation charge during the financial year
(10,601,333)
(19,388,000)
(10,601,333)
(19,388,000)
(29,989,333)
(29,989,333)
14,890,667
195,534,015
Net book value

180,643,348
2014 ANNUAL REPORT
115

14 INTANGIBLE ASSETS (CONTINUED)

Acquired charter contracts
Amortisation of acquired charter contracts is included in other expenses in the statements of comprehensive
income.
Goodwill
Goodwill represents the excess of cost of acquisition over the fair value of the net assets of acquisitions of its
subsidiaries during the financial year ended 31 December 2012.
The goodwill acquired is reviewed for impairment annually or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired. For impairment testing purposes, goodwill is monitored by
management based on a group of CGUs which represent the Groups overall ship operation business.
The Group is expected to benefit from the synergies of the acquisitions and streamlined organisation resulting in
cost efficiencies in the areas of procurement, crewing, chartering and shared services functions.
The recoverable amount of the Groups CGUs has been determined based on VIU calculations. The VIU calculations
apply a discounted cash flow model using cash flow projections based on financial budgets approved by the
Directors and forecast covering a 5 years period and applying a terminal value multiple using longer-term
sustainable growth rates as stated below.
The key assumptions used in the VIU calculations are as follows:
2014 2013
Terminal growth rate
3.0%
Discount rate
12.5%
3.0%
13.9%
The discount rates used are pre-tax and reflect specific risks relating to the CGUs. The discount rates applied
to the cash flow projections are derived from the cost of capital plus a reasonable risk premium at the date of
assessment of the CGUs. Management determined budgeted vessel utilisation rates based on past performance
and its expectation of market development. The weighted average growth rates used are consistent with forecasts
included in industry reports.
Sensitivity to changes in assumptions
Changing the assumptions selected by Management could significantly affect the Groups results. The Groups
review includes the sensitivity of key assumptions to the cash flow projections.
Management is of the view that no impairment loss is required during the financial year as the recoverable amount
is in excess of the carrying amount by RM1,657,741. The circumstances where a reasonable possible change in key
assumptions will result in the recoverable amounts of the CGUs to equal the corresponding carrying values, having
incorporated the consequential effects on other variables, are as follows:
2014 2013
Terminal growth rate
2.9%
Discount rate
12.5%
1.3%
14.8%

15 INVESTMENT IN A JOINT VENTURE

Group

2014

RM
Unquoted shares, at cost
4,132,742
Share of post-acquisition reserves
36,119

4,168,861
At 1 January
Share of profit
36,119
At 31 December

36,119
The joint venture listed below has share capital consisting solely of ordinary shares, which is held indirectly by a
subsidiary of the Company.
Details of the jointly controlled entity are as follows:
Name of company
Principal activities
Groups effective interest
Country of
31.12.2014 31.12.2013
incorporation
% %

Icon-FOB Holdings (L) Inc.*
Leasing of vessels
51%
100
Malaysia
Icon-FOB 1 (L) Inc.*^
Leasing of vessels
51%
100
Malaysia
* Audited by PricewaterhouseCoopers (PwC), Malaysia.
^ Icon-FOB 1 (L) Inc. is a wholly owned subsidiary of Icon-FOB Holding (L) Inc.
Icon FOB Holdings (L) Inc.s financial year end is 31 December.
Icon FOB Holdings (L) Inc. is a private company and there is no quoted market price available for its shares. There
are no commitments and contingent liabilities relating to the Companys interest in the joint venture.
Summarised financial information for joint venture
Set out below are the summarised financial information for Icon-FOB Holdings (L) Inc. group which is accounted
for using the equity method:
Group

2014

RM
Assets and liabilities
Current
Cash and cash equivalents
166,323
Other current assets
11,220
Total current assets
177,543
2014 ANNUAL REPORT
117

15 INVESTMENT IN A JOINT VENTURE (CONTINUED)

Group

2014

RM
Assets and liabilities (continued)
Current (continued)
Current financial liabilities
(3,799,834)
Other current liabilities
(54,976)
Total current liabilities
(3,854,810)
Non-current
Assets
11,851,504
Net Assets
8,174,237
Summarised statement of comprehensive income

Group

2014

RM
Profit from continuing operations
110,821
Income tax expense
(40,000)
Profit for the financial year/Total comprehensive income for the
financial year
70,821
The following shows the reconciliation of the summarised financial information presented to the carrying amount of
the Groups interest in the joint venture:

2014

RM
Opening net liabilities at 1 January
Issuance of ordinary shares
Profit for the financial year
(28,313)
8,131,729
70,821
Closing net assets

8,174,237
Post-acquisition interest in joint venture @ 51%
4,168,861
Carrying value
4,168,861

16 INVESTMENT IN SUBSIDIARIES

Company
2014 2013
RM RM
Unquoted shares, at cost
489,327,819
Amounts due from subsidiaries
339,894,979
489,327,819

829,222,798
489,327,819
The advances are unsecured and is non-interest bearing with no fixed terms of repayment. The Company does
not currently anticipate any repayment of the advances. These advances has been treated as an extension of its
investment in subsidiaries.
The details of the Companys subsidiaries are as follows:

Country of
The Companys effective interest
Names of subsidiaries
incorporation Principal activities
2014
2013
% %
Direct subsidiaries
Icon Ship Management
Malaysia
Sdn. Bhd.

Ship management
services to the oil and
gas and related
industries
100
100
Icon Fleet Sdn. Bhd.
Malaysia
Investment holding
100
100
Icon Offshore Group

Malaysia
Sdn. Bhd.

Provision of services
for the oil and gas
industry
100
100
Omni Marine Sdn. Bhd.

Malaysia

Vessel owner, operator and

provision of vessel services
for the oil and gas industry
100
100
Omni Triton Sdn. Bhd.
Malaysia
Dormant
100
100
Omni Power Sdn. Bhd.
Malaysia
Dormant
100
100
Omni Ventures Sdn. Bhd.
Malaysia
Dormant
100
100
Omni Offshore (L) Inc.#
Malaysia
Leasing of vessels
100
100
Omni Emery (L) Inc.#
Malaysia
Leasing of vessels
100
100
Omni Flotilla (L) Inc.#
Malaysia
Leasing of vessels
100
100
Omni Victory (L) Inc.#
Malaysia
Leasing of vessels
100
100
Indirect subsidiaries
2014 ANNUAL REPORT
119

16 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The details of the Companys subsidiaries are as follows: (continued)

Country of
2014
2013
% %
Indirect subsidiaries (continued)
Omni Marissa (L) Inc.#
Malaysia
Leasing of vessels
100
100
Omni Stella (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Azra (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Samudera (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Ikhlas (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Zara (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Waja (L) Inc.#&
Malaysia
Leasing of vessels
100
100
Icon Corridor (L) Inc. #
Malaysia
Leasing of vessels
100
100
Icon Ocean (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Puteri 1 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Puteri 2 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Dawai (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Huma (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Sari (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Biru 1 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Biru 2 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Dahan 1 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Dahan 2 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Pinang 1 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Malaysia
Leasing of vessels
100
100
Malaysia
Leasing of vessels
100
100
Malaysia
Leasing of vessels
100
100

16 INVESTMENT IN SUBSIDIARIES (CONTINUED)

The details of the Companys subsidiaries are as follows: (continued)

Country of
2014
2013
% %
Indirect subsidiaries (continued)
Icon Piai 1 (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Piai 2 (L) Inc.#&
Malaysia
Leasing of vessels
100
100
Icon Gaya (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Aliza (L) Inc.#&
Malaysia
Leasing of vessels
100
100
Icon Tigris (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Lotus (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Sophia (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Kayra (L) Inc.#
Malaysia
Leasing of vessels
100
100
Icon Maritime Training Centre

Sdn. Bhd.
Malaysia
Maritime training
100
100
Omni Gulf Sdn. Bhd.^
Malaysia
Dormant
100
Omni Fleet Sdn. Bhd.^
Malaysia
Dormant
100
ICON Bahtera (B) Sdn. Bhd.*+ Brunei
Leasing of vessels
100
ICON Pioneer (L) Inc. *&#
Malaysia
Leasing of vessels
100
ICON Astrid (L) Inc. *&#
Malaysia
Leasing of vessels
100
ICON Andra (L) Inc. *&#
Malaysia
Leasing of vessels
100
ICON Explorer (L) Inc. *&#
Malaysia
Dormant
100
#
*
&
^
+
Incorporated in the Federal Territory of Labuan, under the Labuan Companies Act, 1990.
Incorporated during the financial year ended 31 December 2014.
These entities have yet to commence operations.
Omni Fleet Sdn. Bhd and Omni Gulf Sdn. Bhd have been de-registered from Companies Commission of
Malaysia (CCM) on 29 April 2014 and 27 August 2014, respectively.
Audited by a firm other than PwC.
2014 ANNUAL REPORT
121

17 DEFERRED TAXATION
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when deferred taxes relate to the same tax authority. The following amounts,
determined after appropriate offsetting, are shown in the statements of financial position.

Group Company
2014 2013 2014 2013
RM RM RM RM
Deferred tax assets
- recoverable after more than 12 months
- recoverable within 12 months

- recoverable after more than 12 months
- recoverable within 12 months
Deferred tax assets (net)
42,726,132
2,461,955
34,331,490
6,973,048
(1,076,959)
(526,800)
(1,310,213)
(952,119)
43,584,328
39,042,206
46,266,885
404,297
1,075,809
48,306,620

Subject to income tax:

Deferred tax assets
- property, plant and equipment
- unused tax losses
- provisions
Offsetting
(2,558,904)
(7,002,081)
Deferred tax assets (after offsetting)
45,188,087
41,304,539

- intangible assets
(3,379,828)
(782,835)
(5,541,893)
(3,722,521)
Offsetting
2,558,904
7,002,081
Deferred tax liabilities (after offsetting)
(1,603,759)
(2,262,333)

17 DEFERRED TAXATION (CONTINUED)

The movements during the financial year relating to deferred taxation are as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM
Beginning of financial year
39,042,206
(62,885,229)
Credited to the profit or loss:

(Note 10)
- intangible assets
1,602,455
2,939,667
97,080,391
4,847,044
Deferred tax assets (after offsetting)
43,584,328
39,042,206
The amount of unutilised capital allowances and unutilised tax losses (both of which have no expiry date) of the
Companys subsidiary, for which no deferred tax asset is recognised in the statements of financial position as it is
not probable that taxable profit will be available against which these temporary differences can be utilised are
as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM
Unutilised capital allowances
Unutilised tax losses
20,330,555
109,155
21,416,773
109,155
18 TRADE AND OTHER RECEIVABLES

Group Company
2014 2013 2014 2013
RM RM RM RM
Trade receivables
74,588,472
68,387,229
Other receivables
14,197,089
15,006,169
Prepayments
3,290,356
3,180,017

342,025

92,075,917
86,573,415
342,025

Group
2014 2013
RM RM
Trade receivables
75,645,240
Other receivables
14,431,407
Less: Impairment of receivables
(1,291,086)
72,951,151
15,006,169
(4,563,922)

88,785,561
83,393,398
2014 ANNUAL REPORT
123

18 TRADE AND OTHER RECEIVABLES (CONTINUED)

Trade receivables are denominated in Ringgit Malaysia, Brunei Dollar and US Dollars.
The credit term of trade receivables ranges from 30 days to 60 days (2013: 30 days to 60 days).
Ageing analysis of trade and other receivables
As at the end of the financial year, the trade and other receivables ageing is as follows:

Group
2014 2013
RM RM
46,345,300
15,423,807
25,009,694
2,006,760
64,908,048
9,156,537
9,328,813

88,785,561
Impaired
1,291,086
83,393,398
4,563,922

90,076,647
87,957,320
Neither past due nor impaired

One month past due but not impaired
Two to six months past due but not impaired
More than six months past due but not impaired
Other receivables are neither past due nor impaired.

Trade and other receivables that are neither past due nor impaired
one of the Groups trade receivables and other receivables that are neither past due nor impaired have been
N
renegotiated during the financial year.
Trade receivables that are past due but not impaired
ased on past experience and no adverse information to date, Management are of the opinion that no impairment
B
is necessary in respect of these balances as there has not been a significant change in the credit quality and the
balances are still considered fully recoverable.
Trade receivables that are impaired
Group
2014 2013
RM RM
Trade receivables - nominal amounts
Less: Impairment of receivables
1,291,086
(1,291,086)
4,563,922
(4,563,922)
Movement in impairment of receivables:

Written off during the financial year
Charge during the financial year
Reversal during the financial year
4,563,922
(1,400,322)
316,790
(2,189,304)
2,101,196
4,208,119
(1,745,393)
1,291,086
4,563,922
Impairment of trade receivables are individually determined by the Group and the Company. The individually
impaired trade receivables mainly relate to customers which are in unexpectedly difficult economic situations or
disputed debts. These receivables are not secured by collateral.

19 AMOUNTS DUE FROM/(TO) SUBSIDIARIES

Amounts due from/(to) subsidiaries are unsecured, interest-free and repayable on demand.
20 ASSETS HELD FOR SALE

Group
2014 2013
RM RM
Impairment
Disposals
39,825,081
(2,010,000)
(37,815,081)
Assets held for sale relates to Icon Ship Management Sdn. Bhd.s well testing vessel and well testing equipment
which have been presented as held for sale following the approval of Icon Ship Management Sdn. Bhd.s Board
of Directors in 2012. The disposal of the well testing vessel and well testing equipment was completed on 27 May
2013 and 4 July 2013, respectively.
21 CASH AND BANK BALANCES

Group Company
2014 2013 2014 2013
RM RM RM RM
Fixed deposits with licensed banks
Bank balances
Cash in hand
8,750,301
65,951,048
116,856
15,131,852
32,133,694
37,247
10,510,862
23,682,193
2

Less: Deposits pledged as security
74,818,205
(6,283,478)
47,302,793
(7,191,397)
34,193,057

Cash and cash equivalents
68,534,727
40,111,396
34,193,057
The interest rates of deposits of the Group at the reporting date range from 2.75% to 3.60 % per annum (2013: 2.20%
to 3.60%).
2014 ANNUAL REPORT
125

22 TRADE AND OTHER PAYABLES

Group Company
2014 2013 2014 2013
RM RM RM RM
Current:
Trade payables
12,403,199
18,719,012
Other payables
4,027,394
3,784,050
Accruals
13,325,331
11,352,744

858,573

549,379

29,755,924
33,855,806
858,573
549,379
Non-current:
Trade payables

29,755,924
35,438,581
858,573
549,379
1,582,775
T he total trade and other payables are mainly denominated in Ringgit Malaysia with credit terms of 30 days (2013:
30 days).
23 AMOUNTS DUE TO IMMEDIATE HOLDING COMPANY

Group Company

2014 2013 2014 2013
RM RM RM RM
Amount due to immediate holding company:
- Hallmark Odyssey Sdn. Bhd.
52,650,100
53,052,744
Included in financial year ended 31 December 2013 is an amount due to Hallmark Odyssey Sdn. Bhd. which is
unsecured, subject to interest of 5.0% per annum and repayable on demand. The amount has been fully settled
during the financial year ended 31 December 2014.
24 BORROWINGS

Group Company

2014 2013 2014 2013
RM RM RM RM
Current:
Bank borrowings
- term loans
- revolving credit (Commodity
Murabahah Financing-i)
RCPS-i
129,400,093
126,503,128

77,506
40,466,802
235,600,000
72,239
235,600,000

129,477,599
402,642,169

235,600,000

24 BORROWINGS (CONTINUED)

Group Company

2014 2013 2014 2013
RM RM RM RM
Non-current:
Bank borrowings - term loans

539,005,775
700,609,805

Total borrowings
538,939,626
66,149
668,483,374
700,502,513
107,292
1,103,251,974
235,600,000
The table below shows the carrying amounts and fair value of the borrowings, by valuation method. The different
levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair value of the borrowings are estimated using the income approach, by discounting the cash flows based
on the market interest rates of a comparable instrument. This is a Level 2 fair value measurement.

Carrying amount
Fair value
2014 2013 2014 2013
RM RM RM RM
Group
Fixed rate term loans
189,721,045
244,264,507
191,261,072
244,964,293
RCPS-i

235,600,000

235,600,000

Carrying amount
Fair value
2014 2013 2014 2013
RM RM RM RM
Company
RCPS-i

235,600,000
-
235,600,000
The range of interest/profit rates (per annum) are as follows:

Group Company
2014 2013 2014 2013
% % % %
Term loans
Revolving credit
RCPS-i
3.00 - 7.75
6.21
4.78
3.00 - 7.75
6.15
4.78

4.78
4.78
2014 ANNUAL REPORT
127

84,688,194
201,777,490
72,988,899
109,245,530
27,827,763
1,103,072,443
40,466,802
Floating rate varying based

on cost of funds
- revolving credit

582,741,134
235,600,000

on cost of funds
244,264,507
RCPS-i
Fixed rates depending

on disbursement of tranches
- term loans

Secured:
402,569,930
235,600,000
40,466,802
81,181,689
45,321,439
143,325,372
93,976,089
49,349,283
384,353,165
281,092,184
103,260,981
172,823,976
126,491,172
46,332,804
Total carrying
Maturity profile
amount
< 1 year
1 - 2 years
2 - 5 years
> 5 years
RM RM RM RM RM
82,907,460
42,411,750

At 31 December 2013 Interest/profit rate terms

478,618,674
46,492,633
668,339,719 129,400,093 127,099,944 274,766,389 137,073,293

on cost of funds
189,721,045
Total carrying
Maturity profile
amount
< 1 year
1 - 2 years
2 - 5 years
> 5 years
RM RM RM RM RM
Fixed rates depending on

disbursement of tranches
- term loans

Secured:

At 31 December 2014 Interest/profit rate terms

Group

The term loans were secured as follows (either single security or combination of securities):
(i)
(ii)
(iii)
(iv)
Fixed charges over vessels.

Assignment of insurance policies for the vessels charged in (i) above.
Assignment of charter proceeds for the vessels charged in (i) above.
Assignment of ship building contracts for the vessels charged in (i) above.
The term loans facilities were arranged to finance the construction and purchase of vessels for the Group.
As at 31 December 2014, the Companys subsidiaries have provided bank guarantees, tender bonds and bid
bonds amounting to RM18,800,000 primarily due to the tendering of new contracts and as financial guarantee for
the performance of the Groups charter contracts by the Companys subsidiaries and corporate guarantees for
loan obtained by the Group.

Group

2014
2013

RM
RM
Minimum lease payment:
- Not later than 1 year
- Later than 1 year and not later than 5 years
95,168
91,533

186,701
Future finance charges
(43,046)
95,733
148,068
243,801
(64,270)
Present value of finance lease liabilities
143,655
179,531
Principal portion payables:

- Not later than 1 year
- Later than 1 year and not later than 5 years
77,506
66,149
72,239
107,292
Present value of finance lease liabilities
143,655
179,531
(i) ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARES (RCPS-i)

The Company has issued the RCPS-i on 20 September 2012 to finance the acquisition of Icon Ship Management
Sdn. Bhd. The salient terms were as follows:
(a) The RCPS-i is at an issue price of RM1.00 each and par value of RM0.01 each.
(b) The Company shall have the discretion whether to declare any dividend as well as quantum of such
dividend subject always to:
a. No dividend is payable to RCPS-i if no dividend is declared for the Ordinary Shareholders for the
relevant financial year/period; and
b. Any dividend, if declared, is a non-cumulative preferential dividend, in priority over all ordinary
shares, where the dividend rate is equivalent to the dividend rate of the Companys Ordinary Shares
declared for the same financial year/period and calculated based on the par value of the RCPS-i.

The right of RCPS-i holders to receive the non-cumulative preferential dividend ceases once the
RCPS-i are converted to the Companys ordinary shares.
2014 ANNUAL REPORT
129

(i) ISLAMIC REDEEMABLE CONVERTIBLE PREFERENCE SHARES (RCPS-i) (CONTINUED)
(c) Subject to the approvals obtained from all the relevant authorities for the proposed listing of the Company
on the Main Market of Bursa Malaysia Securities Berhad via an initial public offering or a reverse take-over
(Listing Exercise) within 2 years from the date of issuance of RCPS-i, the RCPS-i is converted into fully
paid-up new ordinary shares of RM1.00 each in the Company. The RCPS-i which have been converted
into ordinary shares of the Company will cease to have any preference or priority and the newly issued
ordinary shares shall rank pari passu with the ordinary shares of the Company.
(d) Each RCPS-i is convertible at the conversion price of RM1.00 or equivalent to a conversion ratio of 1
RCPS-i for 1 new ordinary shares of the Company.
(e) In the event of a bonus issue of the Companys ordinary shares or any other securities by the Company
to the Ordinary Shareholders, the RCPS-i holders are entitled to a bonus issue on the same basis as the
bonus issue of the Companys ordinary shares and as may be determined by the Company.
(f) In the event of repayment of capital by the Company, each RCPS-i holder is entitled to participate in
such repayment and will rank pari passu with the then existing Ordinary Shareholders.
(g) In the event that the approvals of the relevant authorities for the Listing Exercise are not obtained or the
Companys shares are not admitted to the Official List of Bursa Securities on or before the Maturity Date,
then on the Maturity Date, all outstanding RCPS-i will be redeemed by the Company at the Redemption
Price (110% of the issue price).
(h) The RCPS-i shall carry no right to vote at any general meeting of the Company except with regards to
any proposal to reduce the capital of the Company, to dispose of the whole of the Companys property,
business and undertaking, to wind up the Company, during the winding up of the Company and on any
proposal that affects the rights attached to the RCPS-i. In any such case, the RCPS-i Holders are entitled
to vote as a separate class of shareholders in matters affecting only the rights of the RCPS-i.
(i) The RCPS-i shall rank pari passu amongst themselves. The RCPS-i Holders are also entitled to receive
notices, reports and audited financial statements and attend any general meetings of the Company.
(j) The Companys new shares to be issued upon conversion of the RCPS-i shall upon allotment and issue
rank pari passu in all respects with the Companys issued shares including the entitlements to dividends,
rights, allotments or other distributions except they shall not be entitled to:
a. Any dividend in respect of the financial year preceding that in which the Companys shares are
issued; and
b. Rights, allotments and distributions, declared by the Company which entitlement date thereof
precedes the relevant allotment date.
The RCPS-i were converted to 440,000,000 ordinary shares of RM0.50 each on 23 May 2014.

25 SHARE CAPITAL AND SHARE PREMIUM

SHARE CAPITAL

Group/Company
2014 2013
RM RM
Authorised:
Ordinary shares of RM0.50 (2013: RM1) each:
Created during the financial year
597,000,000
900,000,000
597,000,000
1,497,000,000
597,000,000
RCPS-i of RM0.01 each:

Created during the financial year
3,000,000

3,000,000
3,000,000
3,000,000
Issued and fully paid:

Ordinary shares of RM0.50 (2013: RM1) each:
257,720,050
Issued during the financial year at RM0.50 each
pursuant to:
IPO
110,872,500
RCPS- i conversion to ordinary shares
220,000,000
588,592,550
RCPS-i of RM0.01 with a premium of RM0.99:

220,000,000
RCPS- i conversion to ordinary shares
(220,000,000)
257,720,050
257,720,050
220,000,000
220,000,000
SHARE PREMIUM

Group/Company
2014 2013
RM RM
Share premium on ordinary shares pursuant to IPO
Share issuance expenses capitalised
Share premium upon RCPS- i conversion to ordinary shares

299,355,750
(8,115,445)
19,969,775
311,210,080
The Company was listed on the Main Market of Bursa Malaysia Securities Berhad on 25 June 2014 after an Offer for
Sale of approximately 289.02 million Offer Shares and the IPO of approximately 221.75 million. Total gross proceeds
of approximately RM410.23 million were raised from the IPO.
2014 ANNUAL REPORT
131

26 CAPITAL COMMITMENTS

Group
2014 2013
RM RM
Approved and contracted for:
278,243,175
237,772,423
27 SIGNIFICANT RELATED PARTY TRANSACTIONS

Parties are considered related if the party has the ability to control the other party or exercise significant influence
over the other party in making financial or operational decisions.
The Group is controlled by Yayasan Ekuiti Nasional, a foundation incorporated in Malaysia formed by the Malaysian
Federal Government.
(i) The related parties and their relationships with the Company, are as follows:

Related parties
Relationship
Yayasan Ekuiti Nasional

Hallmark Odyssey Sdn. Bhd.
E-Cap (Internal) One Sdn. Bhd.
Icon Ship Management Sdn. Bhd.
Icon Fleet Sdn. Bhd.
Ultimate holding foundation

Immediate holding company
Intermediate holding company
Subsidiary
Subsidiary
Key management personnel

Key management personnel of the Group comprise members of the senior management team who are
directly responsible for the financial and operating policies and decisions of the Group and the Company.
The remuneration of key management personnel paid by the Group and the Company during the financial
year was as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM
2,716,550
516,148
2,349,600
429,600

3,541,694
3,097,414
3,232,698
2,779,200
Salaries and bonus

Defined benefit plan
2,985,146
556,548
2,631,207
466,207
In addition, employees of the Group received payments of RM76.8 million from the ultimate holding foundation
pursuant to a cash bonus management incentive plan linked to the achievement of set targets determined
at the point of investment by the ultimate holding foundation in the Company. Included in the amounts were
RM68 million paid for key management personnel.

27 SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)

(ii) Significant related party transactions
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are
other significant related party transactions. The related party transactions described below were carried out
on terms and conditions agreed with related parties.

Company
2014 2013
RM RM
Interest income from a subsidiary
1,283,550
2,420,164
Advances to Icon Fleet Group
139,650,360
12,992,986
Advances to Icon Ship Management Sdn. Bhd.
176,089,959
(iii) Significant related party balances

Included in the Groups and the Companys statements of financial position are the following significant
related party balances arising from normal business transactions:

Group Company
2014 2013 2014 2013
RM RM RM RM
Amount due to immediate
holding company
- Non-trade
52,650,100
53,052,744
The transactions have been entered into in the normal course of business at terms mutually agreed between
the parties.
Apart from the transactions disclosed above, the Group has entered into transactions that are collectively,
but not individually significant with other government-related entities. These transactions include vessel
chartering, drydocking expenditure and repairs and maintenance. They are conducted in the ordinary
course of the Groups business on terms consistently applied in accordance with the Groups internal policies
and processes.
2014 ANNUAL REPORT
133

28 FINANCIAL INSTRUMENTS BY CATERGORY

Analysis of the financial instruments for the Group and the Company are as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM
Financial assets - Loans and
receivables:
74,588,472
68,387,229
14,197,089
74,818,205

15,006,169
47,302,793

34,193,057

2
53,052,744

163,603,766
130,696,191
34,193,057
53,052,746
Trade receivables
Other receivables excluding
prepayments
Amounts due from subsidiaries
Financial liabilities at amortised

costs:
Trade payables
12,403,199
20,301,787
Other payables and accruals
17,352,725
15,136,794
Borrowings
668,339,719 1,103,072,443
143,655
179,531
Amount due to immediate
holding company

52,650,100
Amount due to subsidiaries

858,573

549,379
235,600,000

4,382,726
53,052,744
14,370,443

698,239,298 1,191,340,655
5,241,299
303,572,566
29 APPROVAL OF FINANCIAL STATEMENTS

The financial statements have been authorised for issue in accordance with a resolution of the Board of Directors
dated 30 March 2015.

30 DISCLOSURE OF REALISED AND UNREALISED RETAINED PROFITS

The following analysis is prepared in accordance with Special Matter No. 1, Determination of Realised and
Unrealised Profits or Losses in the context of disclosure pursuant to Bursa Malaysia Securities Berhad Listing
Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa
Malaysia Securities Berhad.
The breakdown of retained profits/(accumulated losses) of the Group and of the Company as at the balance
sheet date, into realised and unrealised profits, pursuant to the directive, is as follows:

Group Company
2014 2013 2014 2013
RM RM RM RM
Total retained profits/(accumulated losses):
- Realised
- Unrealised
398,947,127
43,067,876
(41,288,549)

(18,912,051)

442,015,003
373,057,308
(41,288,549)
(18,912,051)
Total share of profit from a joint venture:

- Realised
36,119
334,771,316
38,285,992

442,051,122
373,057,308
(41,288,549)
Less: Consolidation adjustments
(261,053,056) (251,413,381)

(18,912,051)
Total retained profit/(accumulated losses)

as per financial statements
(18,912,051)
180,998,066
121,643,927
(41,288,549)
2014 ANNUAL REPORT
135
SUPPLEMENTAL INFORMATION
ADJUSTMENTS TO SELECTED FINANCIAL INFORMATION
The Group presents selected adjusted financial information of the Group consolidated statements of comprehensive
income for the financial year ended 31 December 2014 and 31 December 2013, adjusting for certain exceptional items
in line with the Groups prospectus dated 30 May 2014 in relation to our Companys initial public offering (Prospectus),
as described below (Adjustments) which arose as a result of the following events:
1.
the acquisition of Icon Ship Management Sdn Bhd (ICON Ship) which was completed on 20 July 2012 and the
acquisition of Icon Fleet Sdn Bhd (ICON Fleet) which was completed on 28 September 2012; and
2.
the strategic consolidation of ICON Ship and ICON Fleet and review of our business plan in consequence of the
strategic consolidation.
This section is to provide a better and fairer understanding of our financial performance as well as the trends relating
thereto, and should be read in conjunction with the Prospectus.
(i) Adjustments relating to the acquisition of ICON Ship and ICON Fleet
(a) Amortisation of intangible assets relating to acquired charter contracts
The Company is required to recognise all the identifiable assets and liabilities of ICON Fleet and ICON Ship,
based on a purchase price allocation exercise as at the acquisition date of the acquisition of ICON Ship and
acquisition of ICON Fleet. The purchase price allocation exercise includes measurement of the assets and
liabilities that were not previously recognised by ICON Ship and ICON Fleet such as intangible assets and also
to measure the identifiable assets and liabilities at their respective fair values.
Based on the purchase price allocation exercise for the acquisition of ICON Ship and ICON Fleet, the charter
contracts of ICON Ship and ICON Fleet have been separately identified and measured at fair value, and have
also been recognised as intangible assets on the respective acquisition dates. The fair value of the charter
contracts is the present value of the net cash flows from the remaining contract period of the respective
charter contracts as at the acquisition date after deducting the corresponding estimated operation costs.
The acquired charter contracts have a finite useful life and the recognised fair value of these contracts is
required to be amortised using a straight-line method over the remaining contract periods which range from
one year to four years from acquisition date.
The Group do not expect to recognise additional intangible assets pursuant to these acquisitions. Also, given
that the acquired charter contracts have a finite useful life, the carrying amount of the intangible assets
relating to the acquired charter contracts of RM3.1 million as at 31 December 2014 is expected to be fully
amortised by the fourth quarter of financial year ending 31 December 2015.
(b) RCPS-i profit rate
The RCPS-i were issued after the completion of the acquisition of ICON Ship and according to the terms of
the RCPS-i, the RCPS-i will only be redeemed at 110% of its issue price if our Companys IPO does not happen
within two years from the date of issuance. In other words, the actual RCPS-i profit rate will only be payable
in the event the RCPS-i are redeemed. Since all the RCPS-i were mandatorily converted into our shares on 23
May 2014 following the receipt of all relevant authorities approvals for our IPO, the profit rate on the RCPS-i
was not payable in cash.
The accrued amount of the RCPS-i profit rate recognised in our financial statements has been reversed and
reclassified to equity following the conversion of all the RCPS-i into ordinary shares on 23 May 2014.
ADJUSTMENTS TO SELECTED FINANCIAL INFORMATION (CONTINUED)
This section is to provide a better and fairer understanding of our financial performance as well as the trends relating
thereto, and should be read in conjunction with the Prospectus. (continued)
(ii) Adjustments relating to the strategic consolidation and subsequent review of the Group business plan.
In consequent of the strategic consolidation, the Group undertook an overall review of our fleet whereupon the
Group decided to focus on newer and higher specification Offshore Supply Vessels (OSV) (being vessels with at
least 5,000 BHP and above, and/or equipped with at least a Dynamic Positioning Class Two (DP 2) system) which
led to the divestment of our non-OSV, lower specification and older OSVs as well as an impairment assessment of
these vessels and their related assets where an analysis was performed to assess whether the carrying amounts of
these vessels and their related assets are higher or lower than their recoverable amount as follows:
(a) Gain on disposal of vessels
For the current financial year ended 31 December 2014, the Group had disposed two lower specification
vessel which gave rise to a net gain on disposal of RM4.7 million. In the financial year ended 31 December
2013, the Group had disposed one non-OSV vessel and one AHT vessel which gave rise to a net gain on
disposal of RM1.3 million. The tax impact on the proceed on disposal of these vessels amounted to
RM3.1 million in the financial year ended 31 December 2014 as compared to RM14.4 million in the financial
year ended 31 December 2013.
(b) Impairment of assets
The Group recognised an impairment of RM48.7 million in the financial year ended 31 December 2013 for the
impairment of seven OSVs and well testing equipments.
(iii) IPO Related Expenses
During the current financial year ended 31 December 2014, the Group incurred IPO related expenses
amounted to RM14.6 million and the Group utilised RM124.0 million of the IPO proceeds for repayment of
bank borrowings where the transaction cost of the respective borrowings were written off in accordance with
accounting standards.
2014 ANNUAL REPORT
137
ADJUSTMENTS TO SELECTED FINANCIAL INFORMATION (CONTINUED)
The table below sets out our Groups Adjusted PAT

2014
RM

PAT
Gain on disposal of OSV/ non-OSV
2013
RM
59,354,139
(4,688,734)
113,601,064
(1,360,520)
11,758,667

19,388,000
48,784,361
14,655,481
5,168,974
4,346,774
11,000,000
Tax effect relating to:

- Amortisation of intangible assets
- Disposal of OSV/non-OSV
- Transfer of vessels to Labuan subsidiaries
(2,939,667)
3,091,390

(4,847,000)
14,391,000
(111,383,000)
Adjusted PAT
90,747,024
89,573,905
Other expenses:
- Amortisation of intangible assets
- Impairment of asset
Administrative expenses:
- IPO related expenses
- Transaction costs written off
Profit rate of RCPS-i
The table below sets out a reconciliation of our Groups PAT to EBITDA and Adjusted EBITDA:

2014

RM
2013
RM
PAT
Taxation
59,354,139
(2,953,682)
113,601,064
(96,046,223)
Profit before taxation

Finance costs
Depreciation
Amortisation of intangible assets
Share of profit from a joint venture
56,400,457
50,137,941
56,573,067
11,758,667
(36,119)
17,554,841
57,508,370
48,992,701
19,388,000
EBITDA
Gain on disposal of OSV/ non-OSV
Impairment of assets
IPO related expenses
174,834,013
(4,688,734)

14,655,481
143,443,912
(1,360,520)
48,784,361
Adjusted EBITDA
184,800,760
190,867,753
List of PropertY
ADDRESS
DESCRIPTION
STATUS
AGE OF PROPERTY
NBV
Lot 13837, Jalan Penghiburan,

Bakau Tinggi,
24000 Kemaman,
Trengganu Darul Iman.
Shop Office
Freehold
RM756,489
2014 ANNUAL REPORT
139
Analysis of Shareholdings
DIRECTORS DIRECT AND DEEMED INTEREST IN THE COMPANY

As at 31 March 2015, the direct shareholding of our Directors in our Company is shown below:

DIRECTORS
DIRECT INTEREST
150,000
1,326,194
54,882,812
Madeline Lim May Ling
60,000
James William Iler
As at 31 March 2015, there is no deemed interest shareholding by our Directors.

SIZE OF HOLDINGS
No. of Shareholders
Malaysian Foreign
Total No. of Shareholders

No. of Issued Shares Total No. of Issued Shares
No.
%
Malaysian
Foreign
No.
%
Less than hundred

23
1
24
0.25
985
71
1,056
0.00

100 - 1,000
600
1
601
6.23
516,164
100
516,264
0.04

1,001 - 10,000
4,890
18
4,908 50.89
28,999,774 120,000
29,119,774
2.47

10,001 - 100,000
3,633
45
3,678 38.13
112,408,434 1,682,036 114,090,470
9.69

100,001 to less
than 5% of
issued shares
410
22
432
4.48
403,393,648 33,102,300 436,495,948 37.08

5% and above
of issued shares
2

2
0.02
597,061,588
0
597,061,588 50.72

TOTAL
9,558
87
9,645 100.00 1,142,380,593 34,904,507 1,177,285,100 100.00
Analysis of Shareholdings (contd)
TOP 30 SHAREHOLDERS BASED ON RECORD OF DEPOSITORS

Name of Shareholders
No. of Shares
% of Shares
HALLMARK ODYSSEY SDN BHD
497,768,820
42.28
LEMBAGA TABUNG HAJI
99,292,768
8.43
JAMAL BIN YUSOF @ GORDON DUCLOS
54,882,812
4.66
LEMBAGA TABUNG ANGKATAN TENTERA
35,548,200
3.02
AMANAHRAYA TRUSTEES BERHAD

SKIM AMANAH SAHAM BUMIPUTERA
28,579,900
2.43
CITIGROUP NOMINEES (TEMPATAN) SDN BHD

EMPLOYEES PROVIDENT FUND BOARD
28,549,300
2.43
SEMPENA FOKUS SDN BHD
28,313,168
2.41
AMANAHRAYA TRUSTEES BERHAAD

AS 1MALAYSIA
14,782,600
1.26
RAHMAN BIN YUSOF
14,317,604
1.22
10,850,000
0.92
11 HSBC NOMINEES (TEMPATAN) SDN BHD

HSBC (M) TRUSTEE BHD FOR RHB-OSK KIDSAVE TRUST (3621)
9,903,300
0.84
12 PERMODALAN NASIONAL BERHAD
9,855,100
0.84
13 AMANAHRAYA TRUSTEES BERHAD

AMANAH SAHAM MALAYSIA
9,855,000
0.84
14 MAYBANK NOMINEES (TEMPATAN) SDN BHD

ETIQA TAKAFUL BERHAD (ANNUITY PIF EQ)
8,150,000
0.69
15 CARTABAN NOMINEES (ASING) SDN BHD

GIC PRIVATE LIMITED FOR GOVERNMENT OF SINGAPORE
7,245,000
0.62
16 CITIGROUP NOMINEES (TEMPATAN) SDN BHD

EMPLOYEES PROVIDENT FUND BOARD (NOMURA)
5,545,200
0.47
10 CITIGROUP NOMINEES (ASING) SDN BHD

EXEMPT AN FOR CITIBANK NEW YORK (NORGES BANK 14)
2014 ANNUAL REPORT
141
Analysis of Shareholdings (contd)
TOP 30 SHAREHOLDERS BASED ON RECORD OF DEPOSITORS (CONTINUED)

Name of Shareholders
No. of Shares
% of Shares

AMANAH SAHAM WAWASAN 2020
3,927,600
0.33

ETIQA TAKAFUL BERHAD (GROUP PRF EQ)
3,838,900
0.33

HSBC (M) TRUSTEE BHD FOR RHB-OSK EQUITY TRUST (3175)
3,500,000
0.30
20 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR HARRY LEE VUI KHIUN
3,437,200
0.29
21 MAYBANK INVESTMENT BANK BERHAD

IVT 15
3,327,100
0.28

PLEDGED SECURITIES ACCOUNT FOR HASSAN BIN ALI
2,770,300
0.24
23 CARTABAN NOMINEES (ASING) SDN BHD

GIC PRIVATE LIMITED FOR MONETARY AUTHORITY OF SINGAPORE (H)
2,755,000
0.23

PLEDGED SECURITIES ACCOUNT FOR ISY HOLDINGS SDN BHD
2,650,000
0.23

AMANAH SAHAM DIDIK
2,463,800
0.21

HSBC (M) TRUSTEE BHD FOR RHB-OSK SMART TREASURE FUND (4694-002)
2,455,300
0.21
27 MADON INVESTMENTS LTD
2,210,000
0.19

ETIQA TAKAFUL BERHAD (ANNUITY PRF EQ)
2,035,000
0.17
29 CIMSEC NOMINEES (ASING) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR NOBLE PLAN SDN BHD
2,000,000
0.17
30 M&A NOMINEE (TEMPATAN) SDN BHD

PLEDGED SECURITIES FOR TAN GEK HONG (PNG)
1,900,000
0.16
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the First (1st) Annual General Meeting of the Company will be held
at The Royale Chulan Hotel, 5, Jalan Conlay 50450 Kuala Lumpur, on Wednesday, 27 May 2015 at
10.00 a.m. for the following purposes:
AGENDA
As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 December 2014 together with the
Reports of the Directors and Auditors thereon.
(Please refer to Note A)
2.
To re-elect the following Directors who are retiring pursuant to Article 106 of the Companys Articles of Association
and being eligible, have offered themselves for re-election :
Resolution 1
Resolution 2
(i) Dato Abdul Rahman Bin Ahmad

(ii) Dr. Jamal Bin Yusof @ Gordon Duclos
3.
To re-elect the following Directors who were appointed to the Board on 24 March 2015 and retire pursuant to
Article 113 of the Companys Articles of Association :
(i) Datuk Abdullah Bin Ahmad
(ii) James William Iler

4.
Resolution 3
Resolution 4
(Please refer to Note B)
To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company to hold office from the conclusion
of this meeting until the conclusion of the next annual general meeting and to authorise the Directors to fix their
remuneration.
Resolution 5
As Special Business
To consider and if thought fit, to pass the following Ordinary Resolutions :
5.

Authority to Allot New Ordinary Shares pursuant to Section 132D of the Companies Act 1965
Resolution 6
THAT, subject to the Companies Act, 1965, the Companys Articles of Association and the approvals pursuant to
the Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Malaysia)
and other relevant government/regulatory authorities, where such approval is necessary, the Directors be and are
hereby empowered pursuant to Section 132D of the Companies Act 1965 (the Act) to issue new ordinary shares
of RM0.50 each in the Company, from time to time and upon such terms and conditions and for such purposes
and to such persons whomsoever the Directors may, in their absolute discretion deem fit and expedient in the
interest of the Company, provided that the aggregate number of shares issued pursuant to this resolution does not
exceed 10% of the issued and paid-up share capital for the time being of the Company and that the Directors be
and are hereby empowered to obtain all necessary approvals from the relevant authorities for the issuance and
listing and quotation for the additional shares so issued on Bursa Malaysia AND THAT such authority shall continue
in force until the conclusion of the next annual general meeting of the Company.
2014 ANNUAL REPORT
143
NOTICE OF ANNUAL GENERAL MEETING (contd)
6.
Authority to Purchase the Companys Own Shares (Proposed Share Buy-Back)
Resolution 7
THAT subject to the Listing Requirements of Bursa Malaysia , the Act, compliance with the Companys Articles of
Association and all other applicable laws, regulations and the approval of all relevant governmental/ regulating
authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM0.50
each in the Companys issued and paid-up share capital through Bursa Malaysia upon such terms and conditions
as the Directors of the Company may deem fit and expedient, in the interest of the Company provided that:
(i) the aggregate number of shares to be purchased and/or held by the Company pursuant to this resolution
shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company as at the point
of purchased;
(ii) the maximum amount of funds to be utilised for the purpose of the Proposed Share Buy-Back shall not exceed
the Companys aggregate retained profits and/or share premium account at the time of purchase be
allocated by the Company for the Proposed Share Buy-Back.
(iii) the authority conferred by this resolution shall commence immediately upon the passing of this resolution and
shall continue to be in force until:
(a) the conclusion of the next annual general meeting of the Company following this Annual General
Meeting, at which this shareholders mandate will lapse, unless by a resolution passed at the said annual
general meeting, such authority is renewed either unconditionally or subject with conditions;
(b) the expiration of the period within which the next annual general meeting of the Company is by law
required to be held; or
(c) the authority is revoked or varied by an ordinary resolution passed by the shareholders in general meeting;
whichever is the earlier.
THAT authority be and is hereby given to the Directors of the Company to decide, at their discretion, to retain as
treasury shares, the ordinary shares in the Company so purchased or to cancel them or a combination of both
and/or to resell them on Bursa Malaysia and/or to distribute them as share dividends.
AND THAT the Directors of the Company and/or any of them be and are hereby authorised and empowered to
implement, finalise and do all acts and things to give effect to the Proposed Share Buy-Back with full powers to
assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by
the relevant authorities and/or do all such acts and things as the Directors may deem fit and expedient in the best
interest of the Company.

7.
To transact any other business for which due notice shall have been given.
BY ORDER OF THE BOARD
LIM POH SENG

(MAICSA 7010899)
Company Secretary
Dated: 5 May 2015
NOTES :
1.

2.

3.
4.

5.
For the purposes of determining a member who shall be entitled to attend and vote at the forthcoming First (1st)
Annual General Meeting of the Company, the Company shall be requesting the Record of Depositors as at 20
May 2015. Only a depositor whose name appears on the Record of Depositors as at 20 May 2015 shall be entitled
to attend and vote at the meeting as well as for appointment of proxy(ies) to attend and vote on his/her stead.
The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor
or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the
hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Company and a
member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the
Companies Act 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the
proxy.
A member may appoint not more than two (2) proxies to attend the same meeting. Where a member of the
Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991
(SICDA), it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of the
Company standing to the credit of the said Securities Account.
Where a member or the authorised nominee appoints two (2) proxies, he shall specify the proportion of his
shareholdings to be represented by each proxy.
Where a member is an exempt authorised nominee which holds ordinary shares in the Company for the omnibus
account, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect
of each omnibus account it holds. Where an exempt authorised nominee appoints two (2) or more proxies to
attend and vote at the same meeting, the appointment shall be invalid unless he specifies the proportions of his
holdings to be represented by each proxy.
An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from
compliance with the provisions of subsection 25A(1) of SICDA.
6.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or
a notarially certified copy of that power or authority shall be deposited by hand at or by facsimile transmission to
the Companys Share Registrar, Symphony Share Registrar Sdn. Bhd. not less than forty-eight (48) hours before the
time for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote
and in default the instrument of proxy shall not be treated as valid.

7.
If this Proxy Form is signed under the hand of an officer duly authorised, it should be accompanied by a statement
reading signed as authorised officer under Authorisation Document which is still in force, no notice of revocation
having been received. If this Proxy Form is signed under the attorney duly appointed under a Power of Attorney,
it should be accompanied by a statement reading signed under Power of Attorney which is still in force, no
notice of revocation having been received. A copy of the Authorisation Document or the Power of Attorney,
which should be valid in accordance with the laws of the jurisdiction in which it was created and is exercised,
should be enclosed in this Proxy Form.
2014 ANNUAL REPORT
145
Explanatory Notes on Ordinary Business/ Special Business :

1. Note A of the Agenda

This Agenda item is meant for discussion only as under the provision of Section 169(1) of the Companies Act 1965,
the audited financial statements do not require a formal approval of the shareholders, this Agenda item is not put
forward for voting.

2. Note B of the Agenda

Datuk Abdullah Bin Ahmad and James William Iler were appointed as Independent Non-Executive Directors of the
Company on 24 March 2015 after due deliberation and discussion by the Nomination Committee and the Board
of Directors on various criteria including their experience, expertise, skill sets, competence and value proposition
which they can contribute during deliberation/discussion of the Board of Directors meeting, and both having
satisfied the criteria for independence as prescribed by the Listing Requirements of Bursa Malaysia.

Please refer to page 15 and page 16 of the Annual Report for further details of Datuk Abdullah Bin Ahmad and
James William Iler.

3. Item 5 of the Agenda

The Ordinary Resolution 6 is to seek approval for a general mandate pursuant to Section 132D of the Companies
Act 1965. If passed, it will give the Directors of the Company from the date of this Annual General Meeting,
authority to allot and issue ordinary shares from the unissued capital of the Company for such purposes as the
Directors consider would be in the interest of the Company. The authority will, unless revoked or varied by the
Company in general meeting, expire at the next annual general meeting.
4.

Item 6 of the Agenda

The Ordinary Resolution 7, if passed, will empower the Company to purchase up to 10% of the issued and paidup capital of the Company through Bursa Malaysia. This authority, unless revoked or varied by the Company in
general meeting, will expire at the next annual general meeting.
ICON OFFSHORE BERHAD (984830-D)

No. of Shares Held
CDS Account No.
PROXY FORM
I/We
NRIC No./Company No.
of
and telephone no.
being a member/members of ICON OFFSHORE BERHAD (Company), hereby
appoint
NRIC. No
of
or failing him/her, the CHAIRMAN OF THE MEETING, as *my/our proxy/proxies to vote for
*me/us and on *my/our behalf at the First (1st) Annual General Meeting of the Company to be held at The Royale Chulan Hotel, 5,
Jalan Conlay 50450 Kuala Lumpur, on Wednesday, 27 May 2015 at 10.00 a.m. and at any adjournment thereof.
I/We indicate with an X in the spaces below how I/We wish my/our votes to be casted.
Agenda
1
To receive the Audited Financial Statements for the financial year ended 31 December 2014 together with the Reports of the
Directors and Auditors thereon.
As Ordinary Business
2
For
Against
To re-elect the following Directors who are retiring pursuant to Article 106 of the Companys
Articles of Association and being eligible, have offered themselves for re-election:
(i) Dato Abdul Rahman Bin Ahmad
Resolution 1
(ii) Dr. Jamal Bin Yusof @ Gordon Duclos
Resolution 2
To re-elect the following Directors who were appointed to the Board on 24 March 2015 and
retire pursuant to Article 113 of the Companys Articles of Association:
(i) Datuk Abdullah Bin Ahmad
Resolution 3
(ii)
Resolution 4
James William Iler
To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company to hold office

from the conclusion of this meeting until the conclusion of the next annual general meeting
and to authorise the Directors to fix their remuneration.
Resolution 5
As Special Business
5
Authority to Allot New Ordinary Shares pursuant to Section 132D of the Companies Act 1965
Resolution 6
Authority to Purchase the Companys Own Shares (Proposed Share Buy-Back)
Resolution 7
To transact any other business for which due notice shall have been given.
Subject to the above-stated voting instructions, my/our proxy/proxies may vote or abstain from voting on any resolutions as *he/she/
they may think fit.
* Strike out whichever not applicable.
As witness my/our hand
this day of
2015.
Signature of Member/Common Seal

NOTES:
1.
2.
3.
4.
5.

6.
7.
For the purposes of determining a member who shall be entitled to attend and vote at the forthcoming First (1st) Annual General Meeting of the Company, the
Company shall be requesting the Record of Depositors as at 20 May 2015. Only a depositor whose name appears on the Record of Depositors as at 20 May 2015
shall be entitled to attend and vote at the meeting as well as for appointment of proxy (ies) to attend and vote on his/her stead.
The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer or of his attorney duly authorised in writing
or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the
Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not
apply to the Company. There shall be no restriction as to the qualification of the proxy.
A member may appoint not more than two (2) proxies to attend the same meeting. Where a member of the Company is an authorised nominee as defined under
the Securities Industry (Central Depositories) Act, 1991 (SICDA), it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of
the Company standing to the credit of the said Securities Account.
Where a member or the authorised nominee appoints two (2) proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.
Where a member is an exempt authorised nominee which holds ordinary shares in the Company for the omnibus account, there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where an exempt authorised nominee appoints two (2) or
more proxies to attend and vote at the same meeting, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by
each proxy.
An exempt authorised nominee refers to an authorised nominee defined under the SICDA which is exempted from compliance with the provisions of subsection
25A(1) of SICDA.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or
authority shall be deposited by hand at or by facsimile transmission to the Companys Share Registrar, Symphony Share Registrar Sdn. Bhd. not less than fortyeight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposed to vote and in default the
instrument of proxy shall not be treated as valid.
If this Proxy Form is signed under the hand of an officer duly authorised, it should be accompanied by a statement reading signed as authorised officer under
Authorisation Document which is still in force, no notice of revocation having been received. If this Proxy Form is signed under the attorney duly appointed under
a Power of Attorney, it should be accompanied by a statement reading signed under Power of Attorney which is still in force, no notice of revocation having been
received. A copy of the Authorisation Document or the Power of Attorney, which should be valid in accordance with the laws of the jurisdiction in which it was
created and is exercised, should be enclosed in this Proxy Form.
Fold this flap for sealing
Then fold here
AFFIX
STAMP
SHARE REGISTRAR
Symphony Share Registrars Sdn Bhd
Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan
Malaysia
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ICON OFFSHORE BERHAD (Company No.

ICON OFFSHORE BERHAD

ICON OFFSHORE BERHAD

(Company No.: 984830-D)

Tel : +603 2180 6300

2014 ANNUAL REPORT

Level 12A, East Wing, The Icon

Committed to Creating Value

Committed to Creating Value

Integrity and mutual respect

43 Icon Maritime Training Centre

44 Audit and Risk Management

48 Statement of Corporate Governance

59 Statement on Risk Management

17 Senior Management Team

62 Statement of Directors Responsibility

136 Supplemental Information

34 Calendar of Significant Events

139 List of Property

37 Health, Safety and Environmental

140 Analysis of Shareholdings

40 Corporate Social Responsibility

143 Notice of AGM

and Internal Control

AUDIT AND RISK MANAGEMENT COMMITTEE

Datuk Wira Azhar bin Abdul Hamid

Dato Abdul Rahman bin Ahmad

Edwanee Cheah bin Abdullah

Syed Yasir Arafat bin Syed Abd Kadir

Edwanee Cheah bin Abdullah

4 ICON OFFSHORE BERHAD

Lim Poh Seng (MAICSA No. 7010899)

Level 12A, East Wing

Affin Bank Berhad

Malayan Banking Berhad

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