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ICON OFFSHORE BERHAD [Registration No. 201201011310 (984830-D)]

About us

ouR VALuEs

Icon Offshore Berhad (“the Company”) and its subsidiaries (“ICON” or “the Group”) is one of the largest Offshore Support Vessel (“OSV”) providers in Malaysia and Southeast Asia in terms of number of OSVs.

ICON owns and operates a young and sophisticated fleet of OSVs. We provide a wide range of logistical support services throughout the entire offshore oil and gas life cycle, from exploration and appraisal, field development, operation and maintenance, through to decommissioning. ICON is a Malaysia-based OSV provider and all of the vessels are Malaysian-flagged, except for one.

We hope to achieve our vision and mission by upholding these tenets of our core values.

I Integrity And Mutual Respect

C Committed to Creating Value

O operate As one - teamwork

N Navigate the Extra Mile

CONTENTS

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

OUR BUSINESS

Corporate Information 2Corporate Structure 4Type of Vessels 5

OUR STRATEGY & PERFORMANCE REVIEW

Chairman’s Statement 10Management Discussion and Analysis 13Financial Highlights 21Operational Highlights 22Share Price Performance 23List of Awards 24Calendar of Events 28

SUSTAINABILITY STATEMENT

Sustainability Statement 32

OUR GOVERNANCE STRUCTURE

Directors’ Profile 42Senior Management Team 50Audit and Risk Management Committee Report 54Corporate Governance Overview Statement 57Statement on Risk Management and Internal Control 66Statement of Directors’ Responsibility 70

FINANCIAL STATEMENTS

Financial Statements 71

OTHER INFORMATION

List of Vessels 175List of Property 176Analysis of Shareholdings 177Notice of Annual General Meeting 181• Administrative Guide for Shareholders/Proxies

Attending The Eighth Annual General Meeting (“8th AGM”)

• Form of Proxy

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

Cover Rationale Forging Ahead with Resilience

The red paper boat represents ICON. We aspire to be the leading OSV player as we continue to navigate through this challenging period together with other players and work towards achieving our goals.

Scan to learn more about ICON OFFSHORE

http://www.iconoffshore.com.my/

ICON OFFSHORE BERHAD

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OUR BUSINESS

CORPORATE INFORMATION

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun UdaChairman Non-Independent Non-Executive Director

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

Datuk Wira Azhar bin Abdul HamidSenior Independent Non-Executive Director

BOARD OF DIRECTORS

Note:* Senior Director, Investment of Ekuiti Nasional Berhad (“Ekuinas”). Ekuinas functions as the private equity fund management company

managing the funds held under Yayasan Ekuiti Nasional (“YEN”) that are directed to Ekuinas Capital Sdn. Bhd. (“ECSB”) of which ECSB serves as the designated fund capital company. Both Ekuinas and ECSB are wholly-owned subsidiaries of YEN.

** Director, Investment of Ekuinas.

Edwanee Cheah bin AbdullahIndependent Non-Executive Director

Madeline Lee May MingIndependent Non-Executive Director

Farina binti Farikhullah KhanIndependent Non-Executive Director

Datuk Abdullah bin KarimIndependent Non-Executive Director

Dato’ Sri Hadian bin HashimManaging Director

AUDIT AND RISK MANAGEMENT COMMITTEE

Datuk Wira Azhar bin Abdul HamidChairman

Syed Yasir Arafat bin Syed Abd Kadir

Farina binti Farikhullah Khan

Datuk Abdullah bin Karim

NOMINATION AND REMUNERATION COMMITTEE

Edwanee Cheah bin AbdullahChairman

Madeline Lee May Ming


EXECUTIVE COMMITTEE

Syed Yasir Arafat bin Syed Abd KadirChairman

Lim Fu Yen *

Aliff Omar bin Mohamad Omar **

Dato’ Sri Hadian bin Hashim

EMPLOYEES’ SHARESCHEME COMMITTEE

Edwanee Cheah bin AbdullahChairman

Madeline Lee May Ming


COMPANY SECRETARIES

Chua Siew Chuan (SSM PC No. 201908002648)(MAICSA No. 0777689)

Chin Mun Yee (SSM PC No. 201908002785)(MAICSA No. 7019243)

REGISTERED OFFICE

Level 7,Menara Milenium,Jalan Damanlela,Pusat Bandar Damansara,Damansara Heights, 50490 Kuala Lumpur, Wilayah PersekutuanTel. No. : 603 2084 9000 Fax No. : 603 2094 9940

ANNUAL REPORT 2019

OUR BUSINESS

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CORPORATE INFORMATION

HEAD/MANAGEMENT OFFICE

Levels 23 and 24, Sunway Tower,No. 86, Jalan Ampang,50450 Kuala Lumpur,Wilayah PersekutuanTel. No. : 603 2770 0500Fax No. : 603 2770 0600Email : [email protected]

KEMAMAN OFFICE

Lot 13837, Jalan Penghiburan, Bakau Tinggi,24000 Kemaman, Terengganu Tel. No. : 609 8502 740Fax No. : 609 8502 744Email : [email protected]

LABUAN OFFICE

Lot 49, O&G Sec,Lazenda Warehouse (Type B),Jalan Rancha-Rancha,87000 Labuan F.T.Tel. No. : 608 7410 387Fax No. : 608 7410 424Email : [email protected]

AUDITORS

PricewaterhouseCoopers PLT(LLP0014401-LCA & AF 1146) Level 10, 1 Sentral,Jalan Rakyat, Kuala Lumpur Sentral, 50706 Kuala Lumpur,Wilayah PersekutuanTel. No. : 603 2173 1188Fax No. : 603 2173 1288

PRINCIPAL BANKERS

Affin Bank BerhadAmInvestment Bank BerhadBank Islam Brunei Darussalam BerhadBank Pembangunan Malaysia BerhadMalayan Banking BerhadOCBC Bank (Malaysia) BerhadRHB Bank BerhadStandard Chartered Saadiq Berhad

SHARE REGISTRAR

Boardroom Share Registrars Sdn. Bhd. [Registration No. 199601006647 (378993-D)]11th Floor, Menara Symphony,No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan Tel. No. : 603 7890 4700Fax No. : 603 7890 4670Email : BSR.Helpdesk@ boardroomlimited.com

STOCK EXCHANGE LISTING

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


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OUR BUSINESS

100%Icon Ship Management

Sdn. Bhd.Ship Management

Company

100%Icon Fleet Sdn. Bhd.

Vessel Holding Company

CORPORATE STRuCTuRE

ICON OFFSHORE BERHAD [Registration No. 201201011310 (984830-D)]

Icon Bahtera (B)Sdn. Bhd.*

100%

* Icon Fleet Sdn. Bhd. holds 51,000 ordinary shares and 2,889,000 redeemable preference shares in Icon Bahtera (B) Sdn. Bhd. (“IBSB”) whilst Zell Transportation Sdn. Bhd. holds 49,000 ordinary shares and 3,011,000 redeemable preference shares.

# Holder of the Petroliam Nasional Berhad (“PETRONAS”) Licence.

Icon Maritime Training Centre Sdn. Bhd.

Omni Marine Sdn. Bhd.

Omni Power Sdn. Bhd.

Omni Triton Sdn. Bhd.

Omni Ventures Sdn. Bhd.

Icon Andra (L) Inc.

Icon Aliza (L) Inc.

Icon Astrid (L) Inc.

Icon Azra (L) Inc.

Icon Biru 1 (L) Inc.

Icon Biru 2 (L) Inc.

Icon Dahan 1 (L) Inc.

Icon Dahan 2 (L) Inc.

Icon Corridor (L) Inc.

Icon Dawai (L) Inc.

Icon Explorer (L) Inc.

Icon Gaya (L) Inc.

Icon Huma (L) Inc.

Icon Ikhlas (L) Inc.

Icon Kayra (L) Inc.

Icon Lotus (L) Inc.

Icon Ocean (L) Inc.

Icon Piai 1 (L) Inc.

Icon Piai 2 (L) Inc.

Icon Pinang 2 (L) Inc.




Icon Pioneer (L) Inc.

Icon Puteri 1 (L) Inc.

Icon Puteri 2 (L) Inc.

Icon Samudera (L) Inc.

Icon Sari (L) Inc.

Icon Sophia (L) Inc.

Icon Tigris (L) Inc.

Icon Waja (L) Inc.

Icon Zara (L) Inc.

Omni Emery (L) Inc.

Omni Flotilla (L) Inc.

Omni Marissa (L) Inc.

Omni Offshore (L) Inc.

Omni Stella (L) Inc.

Omni Victory (L) Inc.

100%Icon Offshore Group

Sdn. Bhd.#

Licence Holder

ANNUAL REPORT 2019

OUR BUSINESS

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Bollard Pull40-70 tonnes

Engine3,200-5,152 BHP

Clear Deck Space150-240 m2

Bollard Pull60-120 tonnes

Engine5,150-10,800 BHP

Clear Deck Space330-530 m2

These vessels are used to support offshore oil rigs, platforms and other installations and to tow mobile structures and position their mooring anchors in order to ensure their anchors are placed in a proper position. Our AHTs have a bollard pull that ranges from 40 tonnes to 70 tonnes and horsepower engines ranging from 3,200 to 5,152 Brake Horse Power (“BHP”).

The defining characteristics of AHTs are their engine power, measured in BHP and the size of their winches in terms of line pull and wire storage capacity. AHTs also possess aft decks which are utilised during anchor handling and towing operations and for the carriage of deck cargo. The stern of the vessel is open to the sea, with a stern roller fitted to enable the vessel to recover and deploy anchors, while maintaining a clear area for the vessel’s work wire.

AHTs are also capable of performing a variety of functions in harsher weather conditions compared to traditional vessels. AHTs are capable of providing long range towage services when floating platforms need to be mobilised to

TyPE OF vESSElS

AHT ANCHOR HANDLING TUG VESSEL

• Omni Akira• Omni Emery 1• Omni Anteia

other fields, countries or repair yards. Deep water AHTs also provide support for construction work in transporting and carrying out projects for mobilisation of structures for floatovers, or launching or installation, positioning, hook-up and commissioning work.

Our AHTSs are suited for “in-field support” as the vessels have space and deadweight capacity for the carriage of drilling mud, cement, base oil, drill water, and other supplies. The stern of the vessel is fitted with a stern roller to enable the vessel to recover and deploy anchors, while maintaining a clear area for the vessel’s work wire. From time to time, when not performing anchor handling and towing services, our AHTSs also function as Straight Supply Vessel (“SSV”) and are also able to serve as safety standby rescue and fire-fighting vessels for oil spill response and recovery efforts.

AHTS ANCHOR HANDLING TUG & SUPPLY VESSEL

• Icon Ikhlas• Icon Samudera• Icon Sophia• Icon Zara• Icon Azra• Icon Lotus

• Tanjung Dahan 1• Tanjung Dahan 2• Tanjung Puteri 1• Tanjung Puteri 2• Tanjung Biru 1• Tanjung Huma

• Tanjung Dawai• Tanjung Sari• Omni Marissa• Omni Stella• Omni Victory• Omni Tigris


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OUR BUSINESS

Clear Deck Space800 m2

Pedestal Crane50-65 tonnes

Accommodation200 pax

Length60 meter

Engine(Diesel Engine)5,110 BHP


TyPE OF vESSElS

SSv STRAIGHT SUPPLY VESSEL

Our SSVs primarily operate in shallow water and are used for the transportation of equipment, pipes, tubings, drilling fluids, cement, fuel and fresh water from supply bases to offshore platforms and facilities.

• Tanjung Pinang 1• Tanjung Pinang 2• Tanjung Pinang 3• Tanjung Pinang 4

AWB ACCOMMODATION WORKBOAT

Our AWBs are equipped with Direct Positioning Class 2 (“DP2”) system and four-point mooring capabilities. These vessels have a large deck area and are used for the carriage of auxiliary equipment, spools, containers and other cargoes. The main crane capacity ranges from 50 tonnes to 65 tonnes. Meanwhile, the maximum accommodation capacity is 200 pax including marine crew.

• Icon Aliza• Icon Kayra• Icon Valiant

ANNUAL REPORT 2019

OUR BUSINESS

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Engine6,970 BHP


Deadweight3,500 tonnes

Our PSVs are capable of working in deep water and serve various types of drilling rigs and platforms, including drill ships, fixed platforms, Floating Production Storage and Offloading (“FPSO”) and semi-submersible rigs. They are equipped with a DP2 system, enabling them to accurately manoeuvre and operate in adverse weather conditions. Our PSVs are the first Malaysian built diesel electric PSVs and have a 750m2 main deck cargo area. They can accommodate up to 60 personnel, including marine crew. PSVs are designed to deliver large quantities of cargo to offshore drilling and production sites. They also provide logistical support during offshore construction work. PSVs are designed for optimum capacity and are distinguished by their (i) deadweight; (ii) available deck area for the transportation of cargo such as pipes, equipment and spares; and (iii) below-deck capacity for the storage of drilling fluid, mud and cement used in the drilling process and tank storage for water and fuel oil.

• Tanjung Piai 1• Tanjung Piai 2

PSv PLATFORM SUPPORT VESSEL

TyPE OF vESSElS

UV is a smaller version of SSV but without cargo tanks for drilling fluids or cement. UV primarily operates in shallow water and is typically used to transport deck cargo, fuel, fresh water, food provisions and personnel.

uv UTILITY VESSEL

• Tanjung Gaya


Engine3,600 BHP


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OUR BUSINESS

ANNUAL REPORT 2019

OUR BUSINESS

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


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CHAIRMAN’S STATEMENT

Raja Tan Sri Dato’ SeriArshad bin Raja Tun Uda

Chairman Non-Independent Non-Executive Director

Dear Shareholders,

On behalf of the Board of Directors (“Board”), it is my pleasure to present the Annual Report and Audited Accounts of Icon Offshore Berhad (“ICON”) for the financial year ended 31 December 2019 (“FYE2019”).

INDUSTRY OUTLOOK

2019 was another year that has witnessed constant state of flux in the industry, with fluctuating prices and volatility forcing the oil and gas industry to adjust constantly. The international price benchmark for crude oil trading, Brent, averaged at US$64 per barrel in FYE2019, down from US$71 per barrel in FYE2018.

Apart from Organisation of the Petroleum Exporting Countries (“OPEC”) and non-OPEC’s compliance to production volume and trade war between United States of America (“USA”) and China, the one thing that stood out this year was how shale oil production changed the way one looks at market risk.

Booming shale oil production helped the USA to overtake Saudi Arabia and Russia to become the world's top oil exporter for the first time in June 2019. In July and August 2019, while the title of No.1 exporter passed back to Saudi Arabia, the USA’s brief reign reflects its new status as one of the world's most influential energy producers.

As for gas, there was ongoing rise in demand for the sector globally, in line with the increase in production of liquefied natural gas (“LNG”) in the global market. According to the International Energy Agency (“IEA”), record investments of US$50 billion have turned 2019 into a banner year for LNG, with Canada and the USA being the main drivers of the investments.

ANNUAL REPORT 2019

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The global oil and gas exploration and production contributes to 3.8% of the global economy in FYE2019 and plays a significant role. The growth of this industry is only expected to increase in the future. Emerging economies have driven recent demand for the production of oil and gas and this is particularly true in the extremely populous BRIC nations: Brazil, Russia, India and China. The oil and gas exploration and production industry looks to have a bright future on the back of this demand.

The oil price in FYE2019 has fluctuated from a daily low of US$53 per barrel to a high of US$75 per barrel (as at November 2019) yielding an average of US$64 per barrel compared with the average of US$71 per barrel in FYE2018. Robust supply coming from non-OPEC producers, predominantly from the USA, has caused a build-up in oil inventory. The IEA, in its November 2019 report, indicated that non-OPEC production is expected to continue to grow, adding 2.3 million barrels per day of oil supply in 2020. The USA, currently the largest producer of crude oil, is targeting to be a net energy exporter by 2020.

With the above backdrop in 2019, oil and gas majors in Malaysia have started ramping up their capital expenditure program on the back of reserves replenishment as well as abandonment activities as the relevant assets have been operating beyond 40 years. PETRONAS Activity Outlook 2020-2022 further shows the continuation of positive trend on the upstream activities as demonstrated in the earlier PETRONAS Activity Outlook 2019-2021 which augurs well for the industry players. However, with the recent drop in global crude oil price and the expectation of price within short-term and long-term range, arguably the oil and gas majors will re-look at their planned capital expenditure. On the part of ICON, we need to be prepared for any range of scenarios.

FINANCIAL PERFORMANCE

Despite the challenging operating business conditions in FYE2019, ICON recorded revenue of RM201.1 million and posted a Loss After Tax (“LAT”) of RM7.5 million, lower than RM449.0 million recorded LAT in FYE2018.

On 19 August 2019, ICON signed supplemental agreements with the relevant financiers for its debt restructuring under the auspices of Corporate Debt Restructuring Committee. On the same date, ICON announced various corporate exercises (share consolidation, rights issue with warrants, etc.) to recapitalise the Group.

The relevant financiers have demonstrated their vote of confidence towards ICON upon the execution of supplemental agreements to restructure the Group’s debts. Let me take this opportunity to thank them for their positive view on ICON’s future.

In terms of ICON’s rights issue, it was innovative in the sense that we catered for minimum and maximum scenarios to ensure its successful subscription. Much to our delight, the rights issue was oversubscribed by 19.87% under the maximum scenario of RM247.21 million and by 61.93% under the minimum scenario of RM183.00 million. This helped to bolster the share capital of ICON as well as providing much needed funds for ICON’s expansion.

The successful completion of the rights issue underscores the strong and full support from ICON’s shareholders and I would like to thank and convey my appreciation to all the shareholders for their vote of confidence towards ICON’s future.

With the completion of debt restructuring and rights issue, ICON has strengthened its competitive position vis-à-vis its competitors in the market and is well positioned to benefit from any increase in oil and gas activities.

Responding proactively to the tough market conditions, ICON continued to exemplify resilience manifested in our increased order book which as at the end of December 2019, stood at RM593.2 million (FYE2018: RM557.3 million). Our year-on-year 6% expansion of our order book was achieved on the back of major contracts (domestic and regional) secured in FYE2019 comprising 7 long-term contracts (firm and extension) worth RM333.2 million. The order book will keep ICON busy for the next 3 years while we continue to tender for more projects.

FORGING AHEAD WITH RESILIENCE

The year 2020 started with two major events namely the COVID-19 pandemic and geo-political issues involving OPEC and non-OPEC producers, pushing down the crude oil price. The aftermath of these events will reverberate throughout FYE2020.

As far as ICON is concerned, the year 2020 also started with major milestones. We have completed our debt restructuring and rights issue to recapitalise the Group and reduce the gearing level from 9 times to 1 time. In terms of manpower, we have completed the right-sizing exercise in March 2020.


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All these initiatives have catapulted ICON into stronger position and enable it to forge ahead with resilience given the continuing difficult business conditions. With order book in excess of RM500 million and leaner organisation structure, the path has been set for ICON to return to profitability barring any unforeseen circumstances.

While the operating environment continues to be challenging in FYE2020, ICON will continue to explore vertical and horizontal integration and collaboration opportunities as we believe this will provide sustainable future for ICON.

APPRECIATION

On behalf of the Board, I wish to convey my thanks to Captain Hassan bin Ali as Acting Chief Executive Officer, Encik Jamalludin bin Obeng as Chief Commercial Officer and Puan Maizatul Aznin binti Mohamed as Senior General Manager, Legal and Secretarial for their services and contributions in managing the Group during the challenging period.

I would also take this opportunity to welcome Dato’ Sri Hadian bin Hashim who joined the Group as Managing Director on 3 September 2019. He brings with him a wealth of experience within the industry and will provide stewardship and leadership for the Group to scale greater heights and forge ahead with resilience.

To my fellow directors, I would like to add my personal thanks for their invaluable guidance and support.

Last but not least, on behalf of the Board, I would like to express my sincere appreciation to the Management Team and employees of ICON, our suppliers, business partners, shareholders and financiers for their continued vote of confidence in ICON during the year under review.

Thank You.

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda

ChairmanNon-Independent Non-Executive Director

ANNUAL REPORT 2019

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MANAGEMENT DISCuSSION AND ANAlySIS


The oil and gas industry had another eventful year in 2019 with the key players flexing their clout in terms of production level and output cuts, geo-political factors continuing to drive market sentiment and increasing protectionism embraced by major economies resulting in restrictions to global trade. As a result, the international benchmark price for crude oil trading, Brent, averaged at US$64 per barrel in 2019, down from US$71 per barrel in 2018.On the home-front, PETRONAS planned capital expenditure in 2019 provided an impetus to the industry which has been in the doldrum since 2014. PETRONAS followed through its plan in 2019 with the award of various contracts that acted as catalyst for many local players, ICON included.

With this backdrop of events, ICON continued its journey towards sustainable recovery while at the same time completing its debt restructuring and recapitalisation plan. The year 2019 was indeed a busy year for ICON.

OVERVIEW OF GROUP BUSINESS AND OPERATIONS

ICON remains one of the leading OSV providers in Malaysia and South East Asia with enviable track record for operational excellence, notably in the area of Health, Safety and Environment (“HSE”). The Group’s principal activities are vessel owning/leasing, vessel chartering and ship management services to oil and gas related industries.

The Group operates a fleet of twenty four (24) active vessels comprising of 15 AHTSs, 2 AHTs, 2 SSVs, 2 PSV and 3 AWBs. All vessels are suitably fitted with equipment and machinery to perform a wide range of logistical support services across the entire offshore oil and gas lifecycle. This diverse vessel portfolio is one of ICON’s key strengths as it provides ICON the opportunity to tender for various projects required to support upstream activities.


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UPSTREAM OIL AND GAS VALUE CHAIN

Identification of Potential

Exploration & Appraisal

Field Development Operation & Maintenance

Abandonment

• Geological and geophysical mapping & modeling via seismic surveys

• Analysis and interpretation of geological data to identify the potential of hydrocarbon bearing formations

• Wildcat wells drilling to assess potential of basin

• Appraisal wells across the potential of any discovery made during the exploration phase

• Flow rates assessment

• Development Scenario screening

• Pre-FEED and FEED studies

• Detailed engineering

• Fabrication and procurement

• Offshore construction, installation, hookup & commissioning

• Inspection, repair and maintenance

• Enhanced oil recovery

• Brownfield development and injection wells

• Work over of existing wells

• Deccommissioning of end-of-field infrastructure

• Re-use/recycle/dispose

Type of OSVs deployed

• AHT • AHTS • AWB • PSV • SSV

• AHT • AHTS • AWB • PSV • SSV • Tugs

• AHT • AHTS • AWB • PSV • SSV • Tugs

• AHT • AHTS • AWB

KEY OPERATIONAL HIGHLIGHTS

Indicators 2019 2018 2017

Vessel Utilisation rates* 54% 56% 56%

Order book RM593.2 million RM557.3 million RM255.0 million

Number of employees 107 115 113

Man-hours without Lost Time Injury (“LTI”) (as at financial year-end)

10.6 million 7.6 million 4.1 million

* thisiscalculatedbasedonoverallfleetwhichincludeslay-upvessels

ANNUAL REPORT 2019

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GROUP OBJECTIVES AND STRATEGIES

Despite the challenging business landscape, ICON has not wavered from continuing to pursue its business strategies. By being very focussed and diligent in executing its set strategies, the Group has delivered the top line, optimised its operating cost and bolstered its order book.

Following are the Group’s principal business strategies:

To reduce overall operational costs via short-term and long-term measures for efficiency.1

To continue focusing on cash management, asset/vessel optimisation and capital expenditure deferment.

2

To leverage on the Group’s inherent competitive edge as one of the leading OSV providers to secure a better spread of short-term and long-term contracts respectively towards boosting immediate revenue and the Group’s order book pipeline.

3

To pursue horizontal and vertical integration across the Group’s value chain towards enhancing its capabilities and becoming a comprehensive solutions provider to the oil and gas majors.

4

To expand and build up on the existing regional market presence, especially in Brunei.

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FINANCIAL PERFORMANCE

Revenue and Earnings

In FYE2019, despite the lower utilisation rate, Group revenue increased to RM201.1 million (FYE2018: RM199.7 million) attributed by higher Daily Charter Rates (“DCR”). Malaysian operations contributed to 72% of our revenue with the balance derived from our operations in Brunei and Thailand.

With higher revenue and lower operating cost, the Adjusted Group Earnings Before Interest, Tax, Depreciation and Amortisation (“Adjusted EBITDA”) improved by 5.6% to RM73.6 million (FYE2018: RM69.7 million).

The Group recorded lower Loss After Tax (“LAT”) of RM7.5 million as compared to LAT of RM449.0 million in FYE2018 on the back of improved EBITDA in FYE2019 while in FYE2018 the Group had massive non-cash impairment of RM419.9 million.

Financial Indicators RM’000

FYE2019 FYE2018 FYE2017

Revenue 201,056 199,747 204,625

Profit/(Loss) from operations

41,627 (406,248) (9,326)

Finance costs (34,317) (40,643) (42,476)

LAT (7,477) (449,020) (55,847)

Total equity 67,055 71,028 517,457

Total assets 754,568 789,470 1,310,673

Borrowings 615,419 650,508 684,151

Net debt/equity ratio

8.7 8.4 1.2

Loss per share (sen) (0.85) (38.33) (5.28)

Net assets per share 0.06 0.06 0.44

Market Capitalisation (as at financial year end)

58,859 82,403 270,753


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Dividends

ICON’s ability to pay out dividends is based on its profitability and its long-term strategic plans for cash conservation as well as to drive future growth plans. Given ICON’s financial performance, no dividend was declared by the Board for FYE2019.

Group Assets and Liabilities

RM’000 FYE2019 FYE2018 Variance

Total Assets 754,568 789,470 -4%

Total Liabilities (687,513) (718,441) -4%

Total Equity 67,055 71,028 -6%

Total Debt 615,419 650,508 5%

Cash and Bank Balances

30,797 51,007 -40%

As at 31 December 2019, The Group’s overall asset position continues to remain at a healthy level, exceeding Group liabilities by 10%. The Group’s asset position has decreased to stand at RM0.8 billion. The decrease is mainly attributed to lower trade receivables and other receivables and cash and bank balance. Aggressive collection efforts have reduced the receivables from RM62.2 million to RM49.0 million, 21.2% reduction.

Total liabilities have also decreased by 4% year-on-year to reach RM687.5 million at the end of FYE2019 mainly due to lower Borrowings. The reduction in Borrowings is due to principal repayments as well offsetting the outstanding debt balance with the balances in multiple debt reserve accounts upon the Group signing the debt supplemental agreements with various lenders under the auspices of Corporate Debt Restructuring Committee (“CDRC”) on 19 August 2019. At the end FYE2019, the Group’s balance sheet had strengthened with gross debt reduced to RM615.4 million, 5% lower compared to FYE2018 RM650.5 million. Net debt has improved by 2% and stands at RM584.6 million (FYE2018: RM599.5) as at 31 December 2019.

Cash generated from operating activities stood at RM85.0 million while cash outflow for investing and financing activities were RM33.7 million and RM65.0 million respectively. Cash and bank balances stood at RM30.8 million. Management is of the view that the Group’s present cash position and income are more than sufficient to meet ICON’s working capital requirements and to service debt commitments.

As at 31 December 2019, ICON has provided bank guarantees and tender / bid bonds amounting to RM5.3 million primarily due to the tendering of new contracts and financial guarantees for the performance of our charter contracts by our subsidiaries.

ANNUAL REPORT 2019

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Debt Restructuring and Corporate Exercises

ICON’s application for mediation assistance to restructure its debt under CDRC was approved on 29 March 2018. On 8 April 2019, the Group received the requisite approval-in-principle for the Proposed Restructuring Scheme (“PRS”) where the total approvals received exceeded the threshold of 75% of the affected total borrowings. Based on clause 8.10 of the CDRC Code, the PRS effectively became binding on the Group and the relevant lenders.

On 19 August 2019, the Group signed supplemental agreements with the relevant lenders to implement the PRS. On the same date, ICON announced various corporate exercises to recapitalise the Company via rights issue with warrants.

ICON’s rights issue was done with an innovative feature that has minimum and maximum proceeds to ensure successful subscription. ICON’s rights issue was oversubscribed by 19.87% under the maximum scenario of RM247.21 million and by 61.93% under the minimum scenario of RM183.00 million. The listing of and quotation of 2,354,363,900 rights issue shares, 262,059,095 shares issued to relevant lenders as part of PRS, 1,637,869 shares issued to a creditor as part payment of its services and 654,515,210 warrants on the Main Market of Bursa Securities was made on 18 February 2020.

As per the supplemental agreements, the effective date of the completion of debt restructuring was on 27 February 2020.

RESPONDING PROACTIVELY TO MARKET CONDITIONS

Enhancing Operational Efficiency

In FYE2019, ICON has continued to pursue its strategies across the organisation and we remain relentless in prioritising optimum vessel management. We have chosen to undertake various programmes to ensure that ICON maintains optimum vessel utilisation and availability rates, while at the same time continue to control costs.

As such in FYE2019, we have continued to strive for the best mix between cold stacking vessels (which were not primed to secure or service contracts) and those that were better positioned to service contracts. As such, we have re-activated one vessel from cold stack to serve a

contract that we have secured while we have entered into a bareboat arrangement for another vessel that has been on cold stack to generate income without additional investment.

Bolstering Order Book

In line with our business strategy, ICON continues to tender for various contracts. In April 2019, we secured another Integrated Logistic Control Tower (“ILCT”) contract amounting to RM39 million for a primary period of 825 days with an extension option.

Additionally, we have also secured 2 contracts for total value of RM200 million to provide accommodation workboats in Brunei over a 3-year period (firm and extension).


18



These contract wins have shored up our order book to the tune of RM593.2 million comprising of 99% long-term contracts and 1% spot contracts. These contract wins attest to ICON’s credibility as a recognised OSV player that is able to deliver its customers’ expectations.

Maintaining HSE Excellence

HSE remains one of ICON’s key strengths. With established credentials by having an excellent HSE track record, we are better positioned to bid for and secure contracts, as excellent HSE performance enhances the overall value proposition presented by the Group to oil and gas majors.

In FYE2019, we extended our nil LTI track record to 1,126 days or 10.6 million man-hours. This is a strong reflection of ICON’s HSE culture that pervades across our organisation. Beyond systems and processes, we draw pride in having made HSE an intrinsic part of the ICON’s organisational culture over the years, which is evident in everything we do as a support service organisation to the oil and gas industry.

We have received various accolades on our HSE practices. The highly notable one is our Master, Captain Shah Irwan bin Shawaluddin, who has received the Brunei Shell Petroleum (“BSP”) Wall of Champions award. This is the highest HSE award within the organisation of BSP and we would like to congratulate Captain Shah Irwan bin Shawaluddin on his achievement. We hope this will motivate our crews to emulate him and continue to exemplify the excellent HSE practices within the organisation.

Continuing Investment in Human Capital

Despite many challenges that we have encountered in recent years, ICON has never wavered in its commitment to develop the nation’s present and next generation of seafarers. We have continued our support to Akademi Laut Malaysia (“ALAM”) and other Maritime Education and Training (“MET”) institutions in ensuring there is continuation of talent replenishment as well as upskilling the existing talent pool. This is essential in order for the local maritime industry to grow in tandem with the requirements of oil and gas majors.

As such, ICON has continued to offer various training and sponsorship programmes to our seafarers such as providing ship berths on our vessels for cadetship

programme, sponsor our officers and engineers under the Post Sea programme, sponsorship of Dynamic Positioning (“DP”) Officers programme, job internship positions and opportunities for upskilling.

Being a leading and responsible OSV provider, we feel passionately about the development of the industry and as such has undertaken outreach programmes at secondary school level. On top of strengthening ICON’s corporate branding, these programmes also promote awareness at an early age on the exciting prospects and opportunities in maritime career.

NEXT PHASE – FORGING AHEAD WITH RESILIENCE

I joined ICON as Managing Director on 3 September 2019. As ICON had signed debt supplemental agreements on 19 August 2019 and on the same day ICON had announced multiple corporate exercises, it was clear that the path has been set for ICON’s debt restructuring and recapitalisation exercise that will result in ICON reducing its debt load while shoring up its capital base. This is essential for ICON’s next phase to forge ahead with resilience and return to the path of profitability.

The Management Team got together and engaged the whole organisation to review and challenge ICON’s existing way of working with a view to improve ICON and prepare it for the next phase. Among the major areas that were improved are:-

i) Staf f engagement and communication – Communication on ICON’s operating and financial conditions was stepped up for office staff with frequent engagement sessions. In addition, the Management Team also had regular ship visits to share the same with the crew on board. This is necessary to get buy-in from onshore and offshore staff on higher expectation and accountability moving forward.

ii) Benchmarking exercise – Comparison with our peers on few dimensions that relate to efficiency was done. This culminated into right-sizing of manpower that was completed in March 2020.

iii) Supply chain – We looked at our major vendors and negotiated framework agreements with the spirit of working together as partners.

ANNUAL REPORT 2019

19


iv) Dry docking – As this involves major capital expenditure, a detailed review of the process was done. From the pre-planning stage to the procurement and execution of dry docking activities to project completion sign off and post-project review, all stages were reviewed with many improvements made at various stage gates to ensure robust decision making and transparent accountability with improved documentation. The existing Dry Docking Technical Committee was reconstituted to include Finance, Legal and Human Capital representatives and the meetings are chaired by a non-Technical person to ensure sufficient deliberation and challenge occur before a recommendation and / or decision is reached.

v) Vessel maintenance – We explored the application of available technology to remotely monitor the integrity of machineries running our vessels so that we can proactively manage the maintenance program. We are excited to do a pilot exercise in FY2020 with our technology partner and this pioneering application in OSV industry will be a gamechanger.

vi) Crew welfare – As they are our frontliners that deliver our services to customers, we have looked at various aspects to ensure they are well taken care of in order to attract and retain the right talent. Accordingly, we have taken immediate measures to improve their remuneration as well as their amenities. We will continue to make further improvements in ensuring their well-being is taken care of, more so given the current COVID-19 pandemic.

vii) Talent management – We have reviewed our talent bench strength and have unearthed “hidden gems”. As we have restructured the organisation on the premise of being lean and promoting accountability, we have filled up the new organisation with internal talent pool in the form of promotion or expanded job scope.

FORWARD LOOKING STATEMENT

With the completion of debt restructuring and re-capitalisation exercise, ICON is on a stronger footing to execute its aforementioned business strategies. The various cost optimisation efforts that have been undertaken over the last 4-5 years have clearly transformed the Group into a leaner, more resilient OSV operator with a lower operating cost base. With 20 of our active vessels tied to long-term contracts while four (4) vessels are being reserved for spot charters to capitalise on the available opportunities in FYE2020, ICON is primed to return to the path of profitability.

As our approach is always to ensure long-term sustainability of earnings, we will continue our efforts in strengthening our business fundamentals, improving top line, driving cost optimisation initiatives and expanding our order book. This is ever more important given the challenges that we foresee in 2020 with COVID-19 pandemic and fluctuations in crude oil price, both of which will have a significant impact on the oil and gas sector activities. Nonetheless, ICON is well positioned to navigate through this challenging period following the completion of the debt restructuring and capital raising exercise.

We also draw strength from the continued backing of our majority shareholder, indirectly owned by Ekuinas, whose commitment and support over the years has been instrumental in ensuring ICON’s sustainability, more importantly during the debt restructuring and recapitalisation exercise.

On a separate note, Management continues to explore potential mergers, acquisitions, collaborations and even new business ventures if suitable opportunities emerge going forward.

ICON is a company backed by sound business strategies, stronger capital base with available funds for growth, leaner balance sheet with lower debt burden and growing order book with regional exposure, not forgetting optimum efficiency and productivity as well as industry-leading assets and capabilities. These factors will enable ICON to forge ahead with resilience towards long-term profitability and business sustainability.



20


ACKNOWLEDGEMENTS

As we look back to FYE2019, I wish to express my appreciation to the Board of Directors for continuing to steer ICON during the challenging period and for persevering with the arduous task of managing various stakeholders.

My personal appreciation and heartfelt thanks go to Captain Hassan bin Ali as Acting Chief Executive Officer, Encik Jamalludin bin Obeng as Chief Commercial Officer and Puan Maizatul Aznin binti Mohamed as Senior General Manager, Legal and Secretarial for their services and contributions in managing the Group during the challenging period.

I would also like to extend my gratitude to ICON’s workforce for your steadfast belief and perseverance in achieving our shared goals and aspirations. To all the stakeholders, especially our loyal shareholders and customers, long -term vendors and supportive financiers, let me record our gratitude and appreciation for your continuous support.

To my Management Team, I believe we are more energised and positive to bring about impactful outcomes in the year 2020. Indeed, it will be another exciting year as we forge ahead with resilience and write the new chapter of ICON.



ANNUAL REPORT 2019

21


FINANCIAl HIGHlIGHTS

REvENuE (RM MILLION)

201.1

ADJuSTED lAT (RM MILLION)

(19.6)

ADJuSTED EBITDA (RM MILLION)

73.6

TOTAl ASSETS(RM MILLION)

754.6

NET GEARING RATIO (TIMES)

8.7TOTAl EQuITy (RM MILLION)

67.0

204.

6

2017

199.

7

2018

201.

1

2019

83.2

2017

69.7

201873

.62019

(21.

4)

(29.

1)

(19.

6)

201720182019

1,31

0.7

2017

789.

5

2018

754.

6

2019

517.

5

2017

71.0

2018

67.0

2019

1.2

2017

8.4

2018

8.7

2019


22


OPERATIONAl HIGHlIGHTS

MAlAySIA REvENuE

2019 72%

2018 69%

2017 69%

OvERSEAS REvENuE

2019 28%

2018 31%

2017 31%

ORDER BOOk

LongTerm 99%

ShortTerm 1%

FlEET uTIlISATION RATE

2019 54%

2018 56%

2017 56%

HSE STATISTICS

10.6

millionManhours without LTI

REvENuE FyE2019

RM201.1millionCompared to FYE2018 RM199.7 million

ORDER BOOk

RM593.2 millionTotal Order Book as at 31 December 2019

FlEET uTIlISATION RATE

54%Fleet Utilisation Rate FYE2019(based on overall fleet)

ANNUAL REPORT 2019

23


SHARE PERFORMANCE (RM) 2019 2018 2017

Year High 0.12 0.30 0.48

Year Low 0.04 0.07 0.21

Year Close 0.05 0.07 0.23

Market Capitalisation 58,859,255 82,402,957 270,752,573

* Based on daily last traded price

SHARE PRICE PERFORMANCE

-

0.02

0.04

0.06

0.08

0.10

0.12

0.1 4

Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec

SHARE PRICE JANUARY 2019 TO DECEMBER 2019


24


Award was given by HESS Corporation (“HESS”) during “HESS Environmental, Health & Safety Week 2019” at Tok Bali Supply Base (“TBSB”) on 22/01/2019.

Awarded to : Icon Offshore Berhad - Omni Emery 1

From : HESS

Award was given by HESS during “HESS Environmental, Health & Safety Week 2019” at TBSB on 22/04/2019.

Awarded to : Muhammad Amir Akram - Second Officer of Omni Emery 1

From : HESS

lIST OF AWARDS

“In recognition for 2018 LTI Free Operations and Safety Excellence Performance throughout the year”.

Best Stop Card of the Month “March 2019”.

“Gold Award” for HSE Achievement 2018 for Above 20,000 Workhours Category.

Award was given by Carigali-PTTEPI Operating Company Sdn. Bhd. (“CPOC”) during “CPOC Contractors Bi-Yearly HSE Meeting #1/2019” at Royale Chulan Hotel, Kuala Lumpur on 25/04/2019.

Awarded to : Icon Offshore Berhad - Tanjung Gaya

From : CPOC

ANNUAL REPORT 2019

25


lIST OF AWARDS

“July 2019 Best ACT Award” was given by Shell Malaysia on 22/08/2019.

Awarded to : Hamirdin bin Hamid - Bosun of Tanjung Biru 1

From : Shell Malaysia

Shell Malaysia Exploration & Production “Certificate of Recognition” for proactive intervention and exemplary HSSE behavior in averting a potential unsafe work site and condition.

Focused Recognition -a) Work extra hours to

ensure anchor handing activities are completed within target.

b) Supportive to assist Sapura 300 to drop anchor prior to adverse weather.

c) Performed anchor handling job continuously and safely during extended hours.

Positively impacted the following results: “Safe and efficient anchor handling operation of Accommodation Work Barge Sapura 300” – Bayan Redevelopment Project Oil Phase 2B & 2C.

Received on 20/08/2019

Awarded to : Captain Harun bin Hipni and crew of Tanjung Huma

From : PETRONAS Carigali Sdn. Bhd. (“PCSB”)

Awarded to : Captain Shah Irwan bin Shawaluddin - Icon Karya

From : BSP

Certificate of Recognition “For Your Intervention in ‘Speaking Out’ and Raising your Concerns to Brunei Shell Petroleum Co. Sdn. Bhd. (“BSP”) in Respect to the Fairley 4 Accommodation Upgrade Project” and award recipient of BSP Wall of Champions for June 2019 at “I AM BSP Champions Award Presentation” on 01/08/2019 at BSP Headquarters.


26


lIST OF AWARDS

“August 2019 Best ACT Award” was given by Shell Malaysia on 20/09/2019.

Awarded to : Linggi anak Ejau Second Officer of Tanjung Biru 1

From : Shell Malaysia

Received on 03/09/2019 at HESS 2018 CEO Safety Award Appreciation Dinner, Kuala Lumpur.

Awarded to : Icon Offshore Berhad

From : HESS

HESS 2018 CEO Award for Safety Excellence.

Shell Malaysia Exploration & Production “Certificate of Recognition” for proactive intervention and exemplary HSSE behavior in averting a potential unsafe work site and condition.

Focused Recognition – “Immediately made decision from SEPAT and proceed to extinguish fire at Laho Drilling platform venting point.” Executed safe marine activities hence sustained the Peter W. lampke (“PWl”) Marine ZERO lTI man hours dashboard since July 2014.

Received on 30/10/2019 during 3Q PWL HSE & Operation Meeting at Ke m a m a n S u p p l y B a s e (“KSB”), Kemaman.

Awarded to : Captain Mahzarulazuan bin Ya’kob - Omni Marissa

From : PCSB

ANNUAL REPORT 2019

27


Certificate of Recognition for Best Performing Vessel Q3 2019 – “Icon Valiant” – This is in recognition of services rendered to BSP.

The recognition was given by BSP during 3Q SAG & TAG Meeting on 13/11/2019.

Awarded to : Icon Valiant

From : BSP

Best Stop Card of the Month “September 2019”.

Awarded to : Mensan anak Lanta - Bosun of Icon Sophia

From : HESS

lIST OF AWARDS


28


CAlENDAR OF EvENTS

APRIl Career Talk School visits in Kemaman, Terengganu (Sekolah Menengah Kebangsaan (“SMK”) Sultan Ismail, SMK Sultan Ismail 2 and Sekolah Menengah Agama Al-Falah) for career talk as seafarers to the fifth formers.

The Career Talk was in collaboration with Akedemi Laut Malaysia (“ALAM”).

APRIl Career Talk Career Talk was held in Labuan (SMK Taman Perumahan Bedaun, SMK Labuan and SMK Mutiara). The talk was in collaboration with ALAM.

MAy Iftar Iftar with orphans and underprivileged children from Pertubuhan Asnaf Al Barakh Malaysia in Taman Keramat, Kuala Lumpur.

ANNUAL REPORT 2019

29


CAlENDAR OF EvENTS

JuNE Signing CeremonySigning Ceremony between Icon Ship Management Sdn. Bhd. and Malaysia Marine & Heavy Engineering Sdn. Bhd. for En Bloc agreement of OSV dry docking, repair & services for year 2020 was held on 20 June 2019 at ICON’s office.

NOvEMBER Extraordinary General Meeting 2019The Company held its Extraordinary General Meeting on 26 November 2019.

JuNE Annual General Meeting 2019 The Company held its 7th Annual General Meeting on 27 June 2019.


30


ANNUAL REPORT 2019

31


MISSIONWe are committed to creating value for our customers, employees and stakeholders by

employing a fleet of modern vessels; upholding the highest standard of Health, Safety and

Environmental practices, as well as ensuring the continuous development of our greatest asset

– our PEOPLE.


32


SuSTAINABIlITy STATEMENT

Consistent with our corporate values and business philosophy, ICON has embedded sustainability elements across its business operations since its inception in 2013. We have progressively improved our sustainability culture within the Group over the years.

Our sustainability culture is defined across a wide range of Economic, Environmental and Social (“ESS”) topics. It is reflected in our day-to-day operations mainly in the areas of health and safety, Greenhouse Gas (“GHG”) emissions, fuel consumption and talent management. These areas are given due consideration as they greatly impact our stakeholders.

ICON is cognisant of the need for continued vigilance, compliance and disclosure across its business operations and thus has maintained concerted efforts to measure and assess its sustainable performance across the aforementioned materiality areas. We will continue to drive for greater sustainability efforts and disclosure and will include the activities of our numerous stakeholders and business partners, wherever possible.

STATEMENT SCOPE AND BOUNDARY

The Group’s key projects, initiatives and activities as well as those of its subsidiaries and joint venture company are disclosed within this Sustainability Statement. It does not however, include the Group’s value chain encompassing third party contractors, suppliers and vendors.

ANNUAL REPORT 2019

33



REPORTING PERIOD 1 January 2019 - 31 December 2019 (financial year ended 31 December 2019 (“FYE2019”))

REPORTING CYCLE Annually

PRINCIPLE GUIDELINES Article 6, Practice Note 9, Main Market Listing Requirement of Bursa Malaysia Securities Berhad

GOVERNANCE

The Group’s governance is guided by the mandated Health, Safety and Environment (“HSE”) regulations and other industry regulations as stipulated for the oil and gas industry. Our sustainability efforts, policies and decisions comply with these (and other) standards:

• Annex 1 of the International Convention for the Prevention of Pollution from Ships (“MARPOL”)

• Annex VI of MARPOL 73/78 • Fleet Certification by regulatory bodies such as Bureau

Veritas (“BV”) and American Bureau of Shipping (“ABS”)

In addition, our governance framework is also supported by the following organisational policies:

• Group Corporate Values• Board Charter• Code of Ethics: · Employee Code of Ethics · Director’s Code of Ethics · IT Code of Ethics • Anti-Fraud and Whistleblowing Policy• Risk Management Policy • Corporate Disclosure Policy• HSE Policy

STAKEHOLDER MANAGEMENT

Throughout FYE2019, ICON has put in concerted efforts to engage with our stakeholders and business partners via various channels including obligatory circulars, publications and announcements of the annual general meeting and quarterly financial results. We have also solicited their feedback so that we can further enhance our sustainability perspectives.

Stakeholders are defined as individuals or groups or other entities that may be impacted by ICON’s business strategies and operations or those that will or may potentially impact ICON. Following is a list of stakeholder engagement activities undertaken by ICON in FYE2019.

Stakeholder Group

Engagement Approach

Frequency

Customers Meetings Regular

Emails Regular

Town Halls Regular

Newsletters Regular

Engagement Events Regular

Annual Report Annually

Annual General Meeting

Annually

Extraordinary General Meeting

Ad-hoc

Financial Reports & Analyst Briefings

Quarterly

Media Releases Periodic

Shareholder Updates Regular

Investor Relations Page (Website)

Regular

Meetings & Visits Regular

Participation in Government & Regulatory Events

Ad-hoc

Feedback on Consultation Papers

Regular

Financial Reports Quarterly

Contract Announcements and Other Required Disclosures

Regular

Corporate Social and Responsibility (“CSR”) Activities / Events

Periodic

Employees

Shareholders, Investors and Analysts

Government & Regulators

Community &General Public


34



MATERIALITY ASSESSMENT

The Group continues to assess and identify its materiality matters. Apart from looking at internal perspectives, we obtain insights from the stakeholder engagement activities and learn from best practices, locally and internationally. For FYE2019, the Group’s materiality topics and matters remain unchanged given that the Group’s business operations and key business activities remain the same as previous years. Nevertheless, we continue to address its materiality matters towards reducing the impact on the Group and its stakeholders.

MATERIALITY MATTERS

Crude Oil Price

The price of crude oil is a significant variable that has an effect on the Group’s business, given its heavy dependence on upstream activities in the oil and gas sector. The awarding of exploration and production contracts are especially influenced by the oil price.

PETRONAS’ planned capital expenditure in 2019 provided an impetus to the industry which has been in the doldrum since 2014. PETRONAS followed through its plan in 2019 with the award of various contracts that acted as catalyst for many local players. ICON is confident of the projects that have been secured and is reworking and restructuring its business model, activities and projections to ensure its sustainability.

FUEL CONSUMPTION

The Group continues to exercise prudence in the management of key operational costs, one of which is vessels’ fuel consumption.

The various improvement measures put in place in the past few years have enabled ICON to continue achieving savings in overall fuel consumption. Our vessels are equipped with fuel monitoring system that records vessel activities and movements as well as weather conditions and impacts. The technical team is responsible to monitor and conduct monthly analysis on the fuel consumption and performance.

Overall fuel consumption for ICON in FYE2019 has decreased to 44,147,253 litres against the previous year of 51,365,313 litres, thus giving us a saving of 14%.

We have put in place a Standard Operating Procedure (“SOP”) on fuel management. To emphasise further, training and engagement sessions are being conducted periodically for the crew to understand the criticality of fuel management and fuel saving. We will continue to look for ways and means to further improve our vessel fuel consumption towards yielding further savings moving forward, ensuring that vessels’ fuel consumption continues to remain below the benchmark level.

FUEL CONSUMPTION (Litres)

BENCHMARK (Litres)

VARIANCE (Litres)

44,147,253 49,728,246 5,580,993

ANNUAL REPORT 2019

35



1. Leadership, visibility and commitment

a. Engagement sessions by Senior Management and other shore-based staff with workforce on board were held on regular basis to ensure the overall workforce speak with one voice when it comes to HSE matters

b. Participation of the shore-based staff with the clients program i.e seminar, meeting, workshop, etc

2. Policy and strategic objectives

a. The review of company policies and procedures is done annually to ensure it is up-to-date and current

3. Organisation, responsibilities, resources, standards and documentation

a. Continuous HSE induction training for new joining crew to ensure they understand our HSE culture and practices

b. Ongoing HSE related training during roving program such as developing a quality Job Hazard Analysis (“JHA”), PTW, LOTO, etc as this will further strengthen the understanding and practice of HSE matters

c. Roll out of quarterly HSE campaigns and recognitions to further enhance the visibility of good HSE practices and role models

4. Hazard and effect management

We believe these practices send the right message across the Group and inculcate the right behaviour

a. Unsafe Condition and Unsafe Act (“UCUA”) reporting program

b. HSE Safety roving program on board c. Review of generic JHA on board d. Random Urine Drug & Alcohol Test

5. Planning and procedures

a. Conduct management drill between vessel and office to ensure the Group is always prepared for any eventualities

6. Implementation and performance monitoring

Regular reviews are necessary throughout the year as we can mitigate promptly any shortfall / deficiency identified

a. HSE monthly performance review b. Quarterly HSE plan and past incidents review

with committee members c. Sharing of lessons learnt with all staff

7. Inspection, audit and review

We believe this promotes visibility of what the management promotes in the manner they “walk the talk”

a. Monthly Safety walkabout inspection on board vessels

b. Vendor/contractor Health, Safety & Environment – Management System (“HSE-MS”) audit

8. Management review

a. Annual management review of the whole HSE-MS with ICON senior management is an important tool to address the overall concerns and craft the following year’s plan

HSE EXCELLENCE

HSE is in the heart of and vital to our operations. As such we stand firm on HSE matters and are committed to make every effort to ensure the safety of our staff, especially our marine crew, who perform their duties in a relatively higher risk marine sector of the oil and gas industry. It is our primary goal to ensure that our marine crew returns home safely to their families after each tour of duty.

Among our initiatives in ensuring a continued safe working environment for our crew is the requirement for the Permit to Work System (“PTW”) and Lock Out Tag Out (“LOTO”) system which have now been implemented and practised on-board all of ICON’s vessels. In addition, we have made the rule that cargo must be fastened securely prior to departure, without exception, when vessels are on the move.

The Management conducts regular visits and inspections of the vessels throughout the year to ensure continuous engagement with the crew and that everything is in order while qualified shore-based personnel also implement more vigilant and regular vessel roving to monitor activities. In FYE2019, a total of 1,958 visits were made to various vessels across our fleet in Malaysia, Thailand and Brunei.

HSE Plan 2019 achievements:-


36


0

1

Lost Time Injury (“LTI”)

Medical Treatment Injury (“MTI”)

Restricted WorkInjury (“RWI“)

ReactivePro-active

First Aid (“FA”)

6Property Damage

(“PD”) / Loss

4Near

Miss (“NM”)[Vessel]

9Roving

9UCUA (office)

15,408UCUA

(vessel)

56Walkabout Inspection

40Management

Visit

27NM

[Vessel - Unsafe Condition and Unsafe

Act (“UCUA”)]

0Fire

1Hydrocarbon

Release (“HCR“)

0 0


We firmly believe that tone from the top and leadership visibility are vital to ensure the whole organisation rallies toward good HSE practices and makes no exception. This is further strengthened with continuous in-house trainings for crew by the Base Safety and Health Officer (“SHO”).

While the Group makes every endeavour to implement and enforce HSE policies, initiatives and rules, we also ensure the same messages and expectations are communicated to our contractors, suppliers and vendors.

In 2019, there were 12 recorded incidents comprising of one (1) First Aid Case, six (6) Property Damage incidents, one (1) Hydrocarbon Release and four (4) Near Miss incidents. We continued our nil LTI incident in 2019 to record cumulatively free LTI days of 1,126 days and total LTI free manhours work of 10.6 million.

ICON SAFETY TRIANGLE 2019Free LTI Days: 1,126 days Total LTI Free

Man-hours Work: 10,636,394

This excellent achievement is a testament of the embedded HSE culture that permeates within the Group. However, we will not be complacent and are committed to remain vigilant and proactive in HSE compliance and will continue to engage all stakeholders to improve work safety and maintain the excellent track record.

Free LTI Days: 1,126 days

Total LTI Free Man-hours Work: 10,636,394

ANNUAL REPORT 2019

37



TALENT MANAGEMENT & DEVELOPMENT

Our marine crew makes up some 80% of our total workforce. They are our frontliners in terms of delivering our services to our customers. They are also looking after our valuable assets. In managing this pool of talents with a long-term view of developing and retaining local talents, we have allocated 70% of the training budget for them. This is a reflection of our steadfast commitment and having long-term view of the industry.

HSE Awards

We have received various awards and commendations on our HSE practices. The highly notable one is our Master, Captain Shah Irwan bin Shawaluddin, who has received the Brunei Shell Petroleum (“BSP”) Wall of Champions award. This is the highest HSE award within the organisation of BSP and we are proud of our Captain on this achievement. We believe he will be a role model for our marine crew to emulate.

Description Awarded To From

Certificate of Recognition “For Your Intervention in ‘Speaking Out’ and Raising your Concerns to BSP in Respect to the Fairley 4 Accommodation Upgrade Project” and award recipient of BSP Wall of Champions for June 2019 at “I AM BSP Champions Award Presentation” on 01/08/2019 at BSP HQ

Captain Shah Irwan bin Shawaluddin - Master of Icon Kayra

Brunei Shell Petroleum

HSE Campaigns

In FYE2019, ICON organised four campaigns:-

a) Quarter 1 – Policy & Safety Management System (“SMS”) Compliance - was held in tandem with the e-SMS implementation across the fleet of vessels and shore base.

b) Quarter 2 – Incident Prevention and Awareness - a sharing of past incidents and the lessons learnt were conducted with the crew. It encompassed the seven (7) steps to a safe working process i.e. plan, communicate, equipment checks, area preparation, energy control/isolation, final checks and commencement of work.

c) Quarter 3 – Hazard & Risk Identification, JHA & PTW - this was a refresher training initiative for vessel personnel and was held alongside the revised Hazard & Effect Management in the e-SMS. A few samples of JHA were reviewed by shore based HSE personnel on board vessels.

d) Quarter 4 – Stop Work & Monsoon - re-emphasised the roles of the vessel master and crew on Marine Manual of Permitted Operation (“MOPO”) safety guidelines, company expectations and stop work exercises. It was a refresher session that empowered crew and reiterated their responsibilities to Stop Work on any unsafe activity either on board or at location.

ICON has three (3) main marine programmes:

Cadetship Programme

Launched with the first intake in 2015, this programme is for cadets completing the internship on board vessels, as part of their marine diploma modules at Maritime Education and Training Institution (“MET”). Cadets serve a service bond for five (5) years with ICON upon completion of the 1st Class Certificate of Competency (“COC”).

As at the end of FYE2019, twenty-one (21) cadets served the fleet as Junior Officers which made up 26% of the Junior Officers rank requirement for the total fleet.


38



Dynamic Positioning (“DP”) Operator Training Programme

The DP Operator Training Programme was launched in FYE2016. It is a special licensing programme which qualifies marine officers to operate DP equipment on board DP vessels. Upon completion of the Full DP Operator Certificate Unlimited, the officers will serve a 5-year bond with ICON. Twelve (12) officers have completed the programme and presently serve our fleet as DP operators. They comprise 39% of the requirements for DP Operators for the DP2 fleet. Another five (5) officers are progressing in the Trainee DP Officer phase.

Advanced Post Sea (“APS”) Training Programme

In FYE2017, ICON started the APS Training Programme. This is a career development programme for junior officers with the objective to develop their competencies prior to pursuing senior ranks. The junior officers will serve five (5) years with ICON upon completion of the 2nd Class COC. Six (6) officers have completed the programme and they serve the fleet as senior officers. Meanwhile, three (3) officers are progressing well in the Combined Class at Akademi Laut Malaysia (“ALAM”).

Working with MET Institutions

Apart from the structured programmes, the Group continues to work closely with MET in various training programmes. This includes diploma courses for cadetship and APS for junior officers.

For offshore staff, the headcount as at December 2019 was 107. Recruitment was not very active as the attrition rate was quite low. Additionally, opportunities are given to eligible internal talent to take up bigger and more challenging roles whenever vacancies arise. In terms of training, about 65% of the workforce attended at least one training programme in FYE2019. This includes in-house technical and non-technical training programmes as well as public programmes.

BUSINESS CONTINUITY

ICON recognises the reliability and the availability of its critical functions are of utmost important to ensure delivery of quality services to our customers. It is pertinent for ICON to be prepared for any eventualities and as such has developed a business continuity plan which ICON tests regularly to improve the process as well as equipping those involved with a simulation experience. An emergency response simulation involving Tanjung Dahan 1 vessel and shore-based operations (Emergency Management Team) were conducted on 16 July 2019 to further test the emergency drills recovery operations and communication flows.

ANNUAL REPORT 2019

39



In safeguarding ICON’s core systems and applications whilst ensuring its high availability, a sound Information Technology security ecosystem has been installed to impede malicious and unknown attacks. This is supplemented by disaster recovery plan for critical systems to enable business continuity in the event of a disaster.

ANTI-CORRUPTION

ICON exercises ‘Zero Tolerance’ against any acts of corruption or inappropriate conduct in accordance with the ICON’s Code of Ethics (“COE”) which has been implemented for the Directors and ICON’s employees. This said COE encourages high standards of conduct that are associated with ethical business practices. In promoting principles of integrity, ICON’s Service Provider Code of Conduct (“COC”) also requires suppliers, contractors, professional advisors and consultants to adhere to this COC when conducting business with the Group.

In addition, ICON has implemented Anti-Fraud and Whistleblowing Policy to drive the culture towards elimination of fraud and corruption. The said policy provides a safe and transparent avenue for fraud reporting within the Group.

ICON is attentive and supportive to the Government’s National Anti-Corruption Plan, and as such, has taken the necessary steps to incorporate the required action plans into the COE and COC.

CSR ACTIVITIES

ICON’s activities are geared towards community that we hold close to our hearts. The activities in FYE2019 include visit to schools, career talk and engagement with underprivileged children.

Among the activities were visits to three (3) schools in Kemaman, Terengganu (SMK Sultan Ismail, SMK Sultan Ismail 2 and SMA Al-Falah). During the visits, ICON team conducted career talks to the fifth formers on career opportunities as a seafarer. The team also held three (3) career talk sessions in Labuan (SMK Taman Perumahan Bedaun, SMK Labuan and SMK Mutiara) which were conducted in collaboration with ALAM.

During the month of Ramadhan, ICON team at Head Office hosted iftar programme with the orphans and underprivileged children from Pertubuhan Asnaf Al Barakh Malaysia in Taman Keramat, Kuala Lumpur.

40

ANNUAL REPORT 2019

41


We hope to achieve our vision and mission by upholding these tenets of our core values.

I Integrity And Mutual Respect

C Committed To Creating Value

O Operate As One - Teamwork

N Navigate The Extra Mile


42


DIRECTORS’ PROFIlE

QUALIFICATION(S)

• Fellow of the Institute of Chartered Accountants in England and Wales

• Member of the Malaysian Institute of Accountants

• Member of the Malaysian Institute of Certified Public Accountants and served on its council for 24 years, including three years as its President

MEMBERSHIP(S) OF BOARD COMMITTEES OF THE COMPANY

• Nil

WORKING EXPERIENCE AND OCCUPATION

Raja Tan Sri Dato’ Seri Arshad bin Raja Tun Uda is the Chairman of Ekuinas, Maxis Berhad, Yayasan Raja Muda Selangor and Yayasan Amir. He is presently a Director of Yayasan DayaDiri. He is also the Chancellor of University Selangor.

He was formerly a Director of Khazanah Nasional Berhad, Executive Chairman of PricewaterhouseCoopers (“PwC”) Malaysia, Chairman of the Malaysian Accounting Standards Board and Danamodal Nasional Berhad. His previous international appointments include being a member of the PwC Global International Financial Reporting

Standards Board and the Standards Advisory Council of the International Accounting Standards Board. His previous public appointments include being a member of the Securities Commission Malaysia, 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 director of ECSB, the 100% owned holding company of both E-Cap (Internal) Two Sdn. Bhd. (“E-Cap (Internal) Two”) and E-Cap (Internal) Three Sdn. Bhd. (“E-Cap (Internal) Three”), which collectively hold the 100% equity interest in Hallmark Odyssey Sdn. Bhd. (“HOSB”), a major shareholder of the Company.

RAJA TAN SRI DATO’ SERI ARSHAD BIN RAJA TuN uDAChairmanNon-IndependentNon-Executive Director

BOARD MEETINGS ATTENDED

8/8

AGE NATIONALITY73 Malaysian

GENDER APPOINTMENTMale 26 February 2014

ANNUAL REPORT 2019

43



QUALIFICATION(S)

• Bachelor Degree in Chemical Engineering from University of Canterbury, New Zealand


• Member of the Executive Committee


Dato’ Sri Hadian bin Hashim has close to 40 years of experience in the oil and gas (“O&G”) industry, with stints at Sarawak Shell Bhd., Itochu Pipe and Tube Asia Corporation Sdn. Bhd., Integrated Petroleum Services Sdn. Bhd. and Sona Petroleum Sdn. Bhd.


DATO’ SRI HADIAN BIN HASHIMManaging Director

AGE NATIONALITY

61 Malaysian

GENDER APPOINTMENT

Male 3 September 2019

2/2** since his appointment on 3 September

2019


44



QUALIFICATION(S)

• Qualified Accountant and is a fellow of the Chartered Association of Certified Accountant United Kingdom (“UK”)

• Member of the Malaysian Institute of Accountants


• Chairman of the Audit and Risk Management Committee


Datuk Wira Azhar bin Abdul Hamid is a Chartered Accountant by training and is a member of the Malaysian Institute of Accountants, with over 30 years of experience in the areas of finance and business development. He started his career as an Internal Audit Manager in 1989, with British Telecom PLC, in the UK, and headed the internal audit and finance teams in the Malaysian Corporative Insurance Society Ltd from 1992 to 1994. Between 1994 and 2001, he held several roles in Sime Darby Group – Financial Controller in Sime Tyres International Sdn. Bhd. , Business Development Director in Sime Conoco Sdn. Bhd. and General Manager of the Group’s Engineering O&G Division. In 2001 he was appointed as the Group Chief Executive of Pernas International Holding Berhad.

He returned to Sime Darby Group in 2003, where he held several positions in the plantation & agri-business division and heavy equipment division covering Asia Pacific, China, Hong Kong, Malaysia, Singapore and the Philippines. Following the merger that created the world’s largest plantation

company, he was appointed as the Managing Director (“MD”) of Sime Darby Plantation in 2007, a position he held until late 2010, during which period he was also the Chairman of the Malaysian Palm Oil Association.

In 2011, he joined Mass Rapid Transit Corporation Sdn. Bhd. (“MRT”) as Chief Executive Officer (“CEO”) and was tasked with delivering the project on schedule. Phase 1 of the MRT project is recognised as one of the few government projects that was delivered under budget and ahead of schedule.

He served as President and Group MD of Tradewinds Corporation Berhad in 2015 and was subsequently appointed as its Chairman in 2016. Prior to joining FGV Holdings Berhad (“FGV”) in 2017, he was Group MD of Malakoff Corporation Berhad (“Malakoff”). On 8 September 2017, he was appointed as the Chairman of FGV. During a rigorous change in management in FGV, he also served as Interim CEO from October 2018 untill late January 2019.

He currently sits on the Board of FGV, MSM Malaysia Holdings Berhad and Hume Industries Berhad.

DATuk WIRA AZHAR BINABDul HAMIDSenior IndependentNon-Executive Director


AGE NATIONALITY58 Malaysian

GENDER APPOINTMENTMale 26 February 2014

7/8

ANNUAL REPORT 2019

45



SyED yASIR ARAFAT BIN SyED ABD kADIRNon-IndependentNon-Executive Director


AGE NATIONALITY

48 Malaysian

GENDER APPOINTMENT

Male 14 November 2013

QUALIFICATION(S)

• Bachelor of Arts (Hons) Degree in Accounting and Financial Management, University of Essex, UK


• Member of the Audit and Risk Management Committee

• Member of the Nomination and Remuneration Committee

• Chairman of the Executive Committee

• Member of the Employees’ Share Scheme Committee


Syed Yasir Arafat bin Syed Abd Kadir is the CEO of Ekuinas. He was appointed as the CEO on 1 March 2016 and he has been with the organisation since inception in 2009. He led Ekuinas’ Investment team as the Managing Partner, Investment prior to his current role. He currently serves as a Board member of several portfolio companies including Orkim Sdn. Bhd. as the Chairman.

He is also a member of the Malaysia Venture Capital and Private Equity Development Council under the purview of Securities Commission Malaysia.

Prior to Ekuinas, he spent 15 years in Investment Banking in various organisations and capacities. He

was the Country Manager (ING Wholesale Banking) overseeing both ING Corporate Advisory (Malaysia) Sdn. Bhd. and ING Bank (Labuan) operations in Malaysia. He was with ING Corporate Advisory (Malaysia) Sdn. Bhd. for nine years, starting as Vice President Corporate Finance specialising in areas of mergers and acquisitions, equity and equity-linked fund raising, debt fund raising and financial advisory for some of the regions’ leading companies in banking, plantations, automotive, telecommunications and property, among others.

Prior to that, he was attached to United Overseas Bank (Malaysia) Berhad, Pengurusan Danaharta Nasional Berhad, Commerce International Merchant Bankers Berhad and Aseambankers Malaysia Berhad.

8/8


46



QUALIFICATION(S)

• Diploma in Mechanical Engineering, Singapore Polytechnic

• Master in Business and Administration (Technology) Degree, jointly awarded by Deakin University in Melbourne and the Association of Professional Engineers, Scientists and Managers in Australia


• Chairman of the Nomination and Remuneration Committee

• Chairman of the Employees’ Share Scheme Committee


Edwanee Cheah bin Abdullah has over 40 years of international experience in the energy and O&G industries. 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 United States of America (“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 S2 Click Sdn. Bhd., an O&G consultancy firm, as the Director and Principal Consultant, where he provided consultancy services to various O&G companies.

EDWANEECHEAH BIN ABDullAHIndependentNon-Executive Director


AGE NATIONALITY

69 Malaysian

GENDER APPOINTMENT

Male 26 February 2014

8/8

ANNUAL REPORT 2019

47


QUALIFICATION(S)

• Bachelor of Laws (Hons) Degree from Queen’s University Belfast, UK

• Master of Laws from Queen’s University Belfast, UK

• Member of Grays Inn, UK

• Called to the Bar of England and Wales, Singapore Bar and Malaysia Bar


• Member of the Nomination and Remuneration Committee

• Member of the Employees’ Share Scheme Committee


Madeline Lee May Ming has been in legal practice for over 25 years. She embarked her career as a pupil Barrister in the Chambers of 4 Brick Court, London, UK in 1993 until 1994. She continued her international legal practice in Singapore until 1996 and in Vietnam until 1999.

She resumed her legal practice in Malaysia in 2000 with Messrs. Raslan Loong and thereafter, in 2003 with Messrs. Mazlan & Associates where she was a Partner in 2006. In 2014, she left Messrs. Mazlan and Associates and has since been with Messrs. Ilham Lee, as a founding partner.

She is a Director of Teladan Setia Group Berhad.


MADElINE lEEMAy MINGIndependentNon-Executive Director


AGE NATIONALITY

51 Malaysian

GENDER APPOINTMENT

Female 26 February 2014

8/8


48



QUALIFICATION(S)

• Bachelor of Commerce (Accounting), University of New South Wales, Australia

• Fellow of the Institute of Chartered Accountants in Australia and New Zealand

• Advanced Management Program at Harvard Business School, U.S.A




Puan Farina binti Farikhullah Khan has 25 years working experience, predominantly in O&G industry. She started out her career in 1994 with Coopers & Lybrand, Australia in the Business Service unit whereby she provided assistance and advisory services on accounting, audit, tax requirements and business services for three years.

In 1997, she returned to Malaysia to join PETRONAS in the Corporate Planning and Development Division where she started as an Executive and in the ensuing years until 2005, she held various positions including Senior Manager (Strategy and Portfolio) in Group Strategic Planning of PETRONAS.

She subsequently assumed the position of the Chief Financial Officer (“CFO”) of PCSB, one of the largest

subsidiaries of PETRONAS with operations in over 20 countries, from 2006 to 2010. She then served as the CFO at PETRONAS Exploration and Production Business, the largest arm of PETRONAS Business, from mid-2010 until 2013, where the business included both PCSB Group of Companies as well as the Petroleum Management Unit of PETRONAS.

Prior to leaving PETRONAS Group at the end of 2015 to pursue her other interests, she was the CFO of PETRONAS Chemical Group Berhad, the largest listed entity of PETRONAS, for two years.

She is also an Independent Non-Executive Director of Ambank Islamic Berhad, AMMB Holdings Berhad, PETRONAS Gas Berhad, KLCC Property Holdings Berhad and KLCC Reit Management Sdn. Bhd., the Manager of KLCC Real Estate Investment Trust.


FARINA BINTI FARIkHullAHkHANIndependentNon-Executive Director

AGE NATIONALITY

48 Malaysian

GENDER APPOINTMENT

Female 18 May 2016

8/8

ANNUAL REPORT 2019

49


QUALIFICATION(S)

• Bachelor of Sciences in Mechanical Engineering, University of Western Australia

• Diploma in Gas Engineering from Illinois Institute of Technology, U.S.A




Datuk Abdullah bin Karim joined PETRONAS in 1977 and has over 40 years of experience in the O&G. He served as a Project Engineer (1981) and General Manager, Engineering Division (1991) in PCSB, responsible for petroleum engineering, drilling and facilities development in new O&G fields. He became the Executive Assistant to the President of PETRONAS in 1994, after which he was appointed as the MD/CEO of OGP Technical Services Sdn. Bhd., a project management consultancy company from 1995 to 1999.

In 1999, he assumed the position of MD/CEO of Malaysia LNG Group of Companies, responsible for marketing of LNG and the operations of the PETRONAS LNG complex in Bintulu.

During his tenure, the company has successfully built an additional LNG plant in the complex.

In 2004, he assumed the post of Vice President, Exploration and Production Business, before being appointed in 2007 as the President/CEO of the subsidiary company, PSCB until 2012.

From 2012 until his retirement from PETRONAS in July 2016, he was the Vice President / Venture Director, LNG Projects where he was tasked to oversee the design and construction of two offshore Floating LNG Plants and an additional onshore LNG plant (Train-9) in Bintulu, Sarawak.

He is currently an Independent Non-Executive Director in UZMA Berhad, Ranhill Holdings Berhad and Yinson Holdings Berhad.


DATukABDullAHBIN kARIMIndependentNon-Executive Director


AGE NATIONALITY

67 Malaysian

GENDER APPOINTMENT

Male 1 October 2016

8/8

Save as disclosed above, none of the Directors has:-(i) any family relationship with any Directors and/or major shareholders of the Company;(ii) anyconflictofinterestswiththeCompany;(iii)anyconvictionforoffences(otherthantrafficoffences)withinthepastfive(5)years;and(iv)anypublicsanctionorpenaltyimposedbytherelevantregulatorybodiesduringthefinancialyearunderreview.


50


SENIOR MANAGEMENT TEAM

QUALIFICATION(S)

• Bachelor of Commerce (Accounting) from the University of New South Wales, Australia

• A member of the Institute of Chartered Accountants in Australia and New Zealand

WORKING EXPERIENCE

• Majeed has 25 years of experience in finance function locally and internationally. He started his career with KPMG, Melbourne in 1994. After 3 years, he left to join PETRONAS. He has held several positions within PETRONAS Group of Companies. His last position was as CFO, PETRONAS Lubricants International from December 2010 until April 2015.

• In May 2015, he joined QSR Brands (M) Holdings Sdn. Bhd., as the Group CFO, a position he held until April 2018.

AGE GENDER NATIONALITY APPOINTMENT

48 Male Malaysian 3 December 2018

ABDul MAJEED BIN k kuNHEENDirector Finance & Corporate Strategy

DATO’ SRI HADIAN BIN HASHIMManaging Director

• Dato’ Sri Hadian’s profile is presented on page 43.


61 Male Malaysian 3 September 2019

ANNUAL REPORT 2019

51


kAMARuNNIHAR BINTIABDul SAMADHead of Human Capital & Administration

QUALIFICATION(S)

• Master of Science Degree in Corporate Communication from Universiti Putra Malaysia

• Bachelor of Science Degree in Mathematics from Western Illinois University, USA

WORKING EXPERIENCE

• Kamarunnihar brings with her over 22 years of experience in Human Resource Management (“HRM”). She started her career with MARA in 1985 as an educator. In 1992, she joined the corporate world as a Training Executive with one of the subsidiaries of Kumpulan Guthrie Berhad.

• Since then she has been in the field of HRM and has served in several companies including Radicare (M) Sdn. Bhd., CIMB, MISC Berhad and PETRONAS Lubricants International. She has also accumulated a wealth of experience as a Human Resource Consultant with the Performance and Rewards team of Towers Perrin (now known as Willis Towers Watson).


58 Female Malaysian 1 August 2016

QUALIFICATION(S)

• Bachelor of Laws (Honours) from International Islamic University Malaysia

WORKING EXPERIENCE

• Norqamalia has more than 10 years of experience in legal advisory function. She did her pupillage with Khaw & Partners in 2006. After completing her pupillage, she joined Malakoff for 7 years. In April 2015, she joined the Company and prior to her current appointment, she was the Manager, Legal & Secretarial.


35 Female Malaysian 1 February 2020

NORQAMAlIA BINTI HASNulHead of Legal & Secretarial



52



38 Male Malaysian 16 March 2020

kHAIRIl AEZuAN BIN kAMARuDINHead of Technical & Engineering Support

MOHD FAZuRIN BIN ABIDINHead of Operations


40 Male Malaysian 16 March 2020


QUALIFICATION(S)

• Chief Engineer of Foreign Going Certificate of Competency (Class 1)

• Diploma of Management, Australia-Wide Business Training (Malaysia) Sdn. Bhd.

• BTEC Higher National Diploma in Marine Engineering, South Shield Marine College, UK

WORKING EXPERIENCE

• Khairil has almost 17 years of experience in the marine industry. He began his career with MISC Berhad in 2003 as a Marine Engineer, sailing on board LNG vessels. In 2012, he joined Tanjung Offshore Berhad as a Marine Inspector and was transferred to Icon in 2013. Prior to his appointment as Head of Technical & Engineering Support, he was the Senior Manager Technical Support.

QUALIFICATION(S)

• Master of Business Administration, Asia e University

• Chief Engineer of Foreign Going Certificate of Competency (Class 1)


• Diploma in Marine Engineering, Malaysia Maritime Academy (“ALAM”)

WORKING EXPERIENCE

• Fazurin has about 19 years of experience in the marine industry after starting his career with MISC Berhad as a Marine Engineer in 2001. He left MISC Berhad in 2008 to join Tanjung Offshore Berhad where he served as a Senior Technical Superintendent. In 2013, he joined the Company as Senior Base Manager in Labuan before being appointed to the Head of Operations in March 2020.

ANNUAL REPORT 2019

53


Save as disclosed above, none of the Senior Management has:-(i) any family relationship with any Directors and/or major shareholders of the Company;(ii) anyconflictofinterestswiththeCompany;(iii)anyconvictionforoffences(otherthantrafficoffences)withinthepastfive(5)years,ifany;and(iv)anypublicsanctionorpenaltyimposedbytherelevantregulatorybodiesduringthefinancialyearunderreview.

NuR SyAHIDA BINTI CHE ZAMHead of Commercial Business


38 Female Malaysian 16 March 2020


QUALIFICATION(S)

• Bachelor of Business Administration (Hons) Marketing, University Tenaga Nasional


WORKING EXPERIENCE

• Nur Syahida has about 16 years of working experience with 11 years in commercial business. She started her career in 2004 as an Advertising Executive with Syed Hussein Publications. In 2006 she moved on to Marcus Evans (Singapore & Indonesia) as a Conference Producer where she stayed for 3 years. In 2009, she joined Omni Petro Maritrime Sdn. Bhd. as Sales and Contracts Executive. Prior to her current role, Nur Syahida was the Senior Manager Commercial and Chartering.


54


AuDIT AND RISk MANAGEMENT COMMITTEE REPORTThe Board of the Company is pleased to present the following report of the Audit and Risk Management Committee (“ARMC”) for the financial year ended 31 December 2019 (“FYE2019”) (“ARMC Report or Report”).

MEMBERSHIP AND MEETING

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

The ARMC meetings are convened in an orderly manner and structured through the use of an agenda. Minutes of the previous ARMC meetings and ARMC papers are circulated to all members at least three (3) working days prior to the meeting. The ARMC Chairman updates the Board on principal matters and key issues discussed at the ARMC meetings for further discussion, deliberation and approval.

During the FYE2019, a total of five (5) ARMC meetings were held and the respective members’ attendance is shown in the following table:

Name of ARMC Member No. of Meetings Attended/ Held Percentage of Attendance (%)

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

4/5 80

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

5/5 100

Farina binti Farikhullah Khan (Member)Independent Non-Executive Director

5/5 100

Datuk Abdullah bin Karim (Member)Independent Non-Executive Director

5/5 100

Either the former Acting Chief Executive Officer or Managing Director (“MD”) together with Director Finance & Corporate Strategy were in attendance at each of the ARMC meetings to brief the ARMC on the reports and specific issues. The representatives of the External Auditors and the Internal Auditors were also invited to attend the ARMC meetings to present reports as and when required.

The ARMC has conducted private discussions with the External Auditors, Messrs. PricewaterhouseCoopers PLT, without the presence of management during its meetings on 27 February 2019 and 28 November 2019. The ARMC also conducted private discussions with the Internal Auditors, Deloitte Enterprise Risk Services Sdn. Bhd. (“Deloitte”), on 28 November 2019.

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