Amway - Annual Report - Part 3
Amway - Annual Report - Part 3
Statements
DIRECTORS’ REPORT
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2022.
Principal Activities
The principal activity of the Company is investment holding.
The principal activities of the subsidiaries consist of distribution of consumer products principally under the “Amway” trademark.
There have been no significant changes in the nature of these activities during the financial year.
Details of the subsidiary companies are disclosed in Note16 to the financial statements.
Results
Group Company
RM’000 RM’000
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
The amounts of dividends paid by the Company since 31 December 2021 were as follows:
In respect of the financial year ended 31 December 2021 as reported in the directors’ report of that year:
RM’000
(i) Fourth interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 23 February 2022 and paid on 25 March 2022; and 8,219
(ii) Special interim tax exempt (single-tier) dividend of 4.0 sen per share, on 164,385,645 ordinary shares,
declared on 23 February 2022 and paid on 25 March 2022. 6,577
14,796
RM’000
(i) First interim tax exempt (single-tier) dividend of 5.0 sen per share, on164,385,645 ordinary shares,
declared on 25 May 2022 and paid on 24 June 2022; 8,219
(ii) Second interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 24 August 2022 and paid on 23 September 2022; and 8,219
(iii) Third interim tax exempt (single-tier) dividend of 5.0 sen per share, on 164,385,645 ordinary shares,
declared on 16 November 2022 and paid on 16 December 2022. 8,219
24,657
39,453
On 27 February 2023, the directors declared a fourth interim tax exempt (single-tier) dividend in respect of the financial
year ended 31 December 2022, of 5.0 sen per share on 164,385,645 ordinary shares, amounting to a dividend payable
of approximately RM8,219,000 and special interim tax exempt (single-tier) dividend of 18.0 sen per share on 164,385,645
ordinary shares, amounting to a dividend payable of approximately RM29,589,000.
The financial statements for the current financial year do not reflect these dividends. Such dividends will be accounted for in
equity as an appropriation of retained earnings in the financial year ending 31 December 2023.
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DIRECTORS’ REPORT
Directors
The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
The name of the directors at the Company’s subsidiaries since the beginning of the financial year to the date at this report,
excluding those who are already listed above are:
Ng Ai Lee
Nur ‘Azizah Binti Ahmad (Appointed on 15 March 2023)
Muhammad Jamil Abas Bin Abdul Ali @ James Chiew Siew Hua (Resigned on 15 March 2023)
Directors’ Benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company
was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company
or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits
included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full time
employee of the Company as shown below) by reason of a contract made by the Company or a related corporation with any
director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
Group Company
RM’000 RM’000
Executive director
Salaries and other emoluments 1,810 -
Bonus 1,186 -
Estimated monetary value of benefits-in-kind 429 -
3,425 -
Non-executive directors
Fees 525 525
Allowances 60 60
Estimated monetary value of benefits-in-kind 18 18
603 603
Total directors’ remuneration 4,028 603
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ANNUAL REPORT 2022
DIRECTORS’ REPORT
Directors’ Interests
According to the register of directors’ shareholdings, none of the directors in office at the end of the financial year had any
interest in shares in the Company and its subsidiary companies during the financial year except for the following:
As a director of Amway (Malaysia) Sdn. Bhd., Michael Jonathan Duong holds 1 ordinary share in Amway (B) Sdn. Bhd. on
^
behalf of Amway (Malaysia) Sdn. Bhd. in order to comply with the Laws of Brunei Chapter 39 Companies Act which requires
a minimum of 2 shareholders.
(i) 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 had been written off and that adequate
allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of
the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or
inappropriate.
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DIRECTORS’ REPORT
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company
to meet their obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of the operations of the
Group or of the Company for the financial year in which this report is made.
Group Company
RM’000 RM’000
Statutory 343 49
Other services 15 15
358 64
Indemnification of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young PLT, as part of the terms of its
audit engagement against claims by third parties arising from the audit. No payment has been made to indemnify Ernst & Young
PLT during the financial year.
Signed on behalf of the Board in accordance with a resolution of the directors dated 6 April 2023.
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016
We, Tan Sri Faizah Binti Mohd Tahir and Michael Jonathan Duong, being two of the directors of Amway (Malaysia) Holdings
Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 131 to 177
are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and
of the Company as at 31 December 2022 and of their financial performance and cash flows for the financial year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 6 April 2023.
STATUTORY DECLARATION
PURSUANT TO SECTION 251(1)(B) OF THE COMPANIES ACT 2016
I, Ng Ai Lee, being the officer primarily responsible for the financial management of Amway (Malaysia) Holdings Berhad, do
solemnly and sincerely declare that the accompanying financial statements set out on pages 131 to 177 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.
Before me,
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We have audited the financial statements of Amway (Malaysia) Holdings Berhad, which comprise the statements of financial
position as at 31 December 2022 of the Group and of the Company, and 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 notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 131 to 177 .
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2022, and of their financial performance and their cash flows for the year then ended in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of
the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing.
Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Code of Ethics for Professional Accountants
(including International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit
of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the financial statements section
of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying
financial statements.
Revenue
(Refer to Notes 2.12, 4 to the financial statements)
The Group’s revenue is derived from its operation in the distribution of consumer products where the revenue is made up of a
large volume of individually insignificant transactions.
(a) Involved our information technology specialists to test the IT General Controls of the sales ordering system;
(b) Tested the accuracy of data interface between the sales ordering system and the general ledger to ensure the completeness
and accuracy of revenue recognised;
(c) Analysed the three-way relationship between revenue, receivable and cash and performed procedures to corroborate the
occurrence of revenue by tracing sample of sales to cash receipts;
(d) Performed controls testing over the Group’s revenue and cash collections processes; and
(e) Performed substantive procedures including review of the Group’s revenue recognition policies, cut-off test, review of
credit memos and its compliance with MFRS 15.
128 AMWAY (MALAYSIA) HOLDINGS BERHAD
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These are the significant cost elements in the Group’s financial statements and the Group offers various commissions, incentives,
seminars and bonuses to its Amway Business Owners (“ABOs”) as part of its sales and marketing strategy. As at 31 December
2022, the total related accruals of the Group amounted to RM181,839,000 representing 62% and 60% of current liabilities and
total liabilities respectively.
(a) Tested the IT General Controls and application controls of the bonus system;
(b) Tested the completeness and accuracy of the data interfaced from bonus system to general ledger;
(c) Reviewed the estimation process and management’s assessment to ensure it is supportable and appropriate; and
(d) Traced the accruals of the bonus and commission to payment subsequent to year end.
Inventories
(Refer to Notes 2.7, 18 to the financial statements)
As of 31 December 2022, the total inventories of the Group amounted to RM213,155,000 representing 48% and 38% of current
assets and total assets respectively.
(a) Attended and observed the inventory counts at selected warehouse and shops and performed inventory roll-forward
procedures when the inventory counts were performed before financial year end; and
(b) Performed costing and net realisable value (NRV) test to ensure that inventories were correctly valued and stated at lower
of cost or net realisable value at the reporting date.
Information other than the financial statements and auditors’ report thereon
The directors of the Company are responsible for the other information. The other information comprises the Directors’ Report,
but does not include the financial statements of the Group and of the Company and our auditors’ report thereon, which we
obtained prior to the date of this auditors’ report, and the annual report, which is expected to be made available to us after the
date of this auditors’ report.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not
and will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of
the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditors’ report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to the directors of the Company and take appropriate action.
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The directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also responsible for such internal
control as the directors determine is necessary to enable the preparation of financial statements of the Group and of the
Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the Group’s
and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit 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 Group’s and the
Company’s internal control;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors;
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s or the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group
and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the
Company to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying
transactions and events in a manner that achieves fair presentation; and
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
130 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
132 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
Assets
Non-current assets
Property, plant and equipment 14 52,343 53,769 - -
Intangible assets 15 10,524 20,167 - -
Right-of-use assets 25 7,846 9,152 - -
Investment in subsidiaries 16 - - 86,202 86,202
Deferred tax assets 17 41,691 40,765 - -
112,404 123,853 86,202 86,202
Current assets
Inventories 18 213,155 150,019 - -
Tax recoverable - 85 - 85
Trade and other receivables 19 48,057 25,272 92 28
Contract assets 20 862 483 - -
Cash and cash equivalents 21 180,303 236,840 90,015 88,539
442,377 412,699 90,107 88,652
Total assets
554,781 536,552 176,309 174,854
Equity
Share capital 22 166,436 166,436 166,436 166,436
Foreign currency translation reserve 1,052 725 - -
Retained earnings 23 86,195 48,767 9,344 7,799
Total equity attributable to owners
of the parent 253,683 215,928 175,780 174,235
Non-current liabilities
Contract liabilities 20 554 - - -
Lease liabilities 25 5,085 6,298 - -
5,639 6,298 - -
Current liabilities
Trade and other payables 24 261,301 276,272 515 619
Contract liabilities 20 25,913 22,805 - -
Lease liabilities 25 3,282 3,182 - -
Current tax payable 4,963 12,067 14 -
295,459 314,326 529 619
Total liabilities
301,098 320,624 529 619
Total equity and liabilities 554,781 536,552 176,309 174,854
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
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Group
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
134 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
Non-
distributable Distributable
Share Retained Total
capital earnings equity
RM’000 RM’000 RM’000
Company
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
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Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
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1. Corporate information
Amway (Malaysia) Holdings Berhad (“”the Company””) is a public limited liability company, incorporated and domiciled in
Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office of the Company is
located at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8, Jalan Kerinchi, 59200
Kuala Lumpur, Malaysia. The principal place of business of the Company is located at 28, Jalan 223, 46100 Petaling Jaya,
Selangor Darul Ehsan, Malaysia.
The immediate holding company is GDA B.V., a company incorporated in Netherlands. The ultimate and penultimate
holding companies are Alticor Global Holdings Inc. and Alticor Inc. respectively. Both companies are incorporated in the
United States of America.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries consist of distribution
of consumer products principally under the “Amway” trademark.
There have been no significant changes in the nature of these principal activities during the financial year.
The financial statements for the financial year ended 31 December 2022 were authorised for issue by the Board of
Directors in accordance with a resolution of the directors on 6 April 2023.
The financial statements of the Group and the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“”MFRS””) and the requirements of the Companies Act 2016 in Malaysia. These
financial statements also comply with the International Financial Reporting Standards as issued by the International
Accounting Standards Board.
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting
policies below. The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the
nearest thousand (RM’000) except when otherwise indicated.
On 1 January 2022, the Group and the Company adopted the following amended MFRS mandatory for annual
financial periods beginning on or after the dates stated below:
The adoption of the above standards and interpretation did not have any impact on the financial statements of the
Group and Company.
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The standards that are issued but not yet effective up to the date of issuance of the Group and the Company’s
financial statements are disclosed below. The Group and the Company intend to adopt these standards, if applicable,
when they become effective.
The new MFRSs and Amendments to MFRSs above are expected to have no significant impact on the financial
statements of the Group and the Company upon their initial application except for the changes in presentation and
disclosures of financial information arising from the adoption of the above new MFRSs and Amendments to MFRSs.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial
statements are prepared for the same reporting date as the Company. Consistent accounting policies are applied for
like transactions and events in similar circumstances. The Company controls an investee if and only if the Company
has all the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
When the Company has less than a majority of the voting rights of an investee, the Company considers the following
in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power over the
investee:
(i) The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other
vote holders;
(ii) Potential voting rights held by the Company, other vote holders or other parties;
(iv) Any additional facts and circumstances that indicate that the Company has, or does not have, the current
ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at
previous shareholders’ meetings.
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Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions are eliminated in full. Unrealised losses are eliminated in the same way as
unrealised gains, but only to the extent that there is no evidence of impairment.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-
controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. The resulting
difference is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss calculated as the difference between (i) the aggregate
of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying
amount of the assets and liabilities of the subsidiary and any non-controlling interest, is recognised in profit or
loss. The subsidiary’s cumulative gain or loss which has been recognised in other comprehensive income and
accumulated in equity are reclassified to profit or loss or where applicable, transferred directly to retained earnings.
The fair value of any investment retained in the former subsidiary at the date control is lost is regarded as the cost
on initial recognition of the investment.
Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the
amount of any non-controlling interests in the acquiree. The Group elects on a transaction-by-transaction basis
whether to measure the non-controlling interests in the acquiree either at fair value or at the proportionate
share of the acquiree’s identifiable net assets. Acquisition related costs incurred are expensed and included
in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts
by the acquiree.
Contingent consideration, resulted from business combinations, is valued at fair value at the acquisition date.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for
within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within
the scope of MFRS 9 Financial Instruments, is measured at fair value with changes in fair value recognised
in profit or loss in accordance with MFRS 9. Other contingent consideration that is not within the scope of
MFRS 9 is measured at fair value at each reporting date with change in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and
the amount recognised for non-controlling interests over the net identifiable assets acquired and liabilities
assumed. If this consideration is lower than fair value of the net assets of the subsidiary acquired, the difference
is recognised in profit or loss. The accounting policy for goodwill is set out in Note 2.5(a).
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(b) Subsidiaries
A subsidiary is an entity over which the Group has all the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less
impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with
Note 2.14. On disposal of such investments, the difference between net disposal proceeds and their carrying
amounts is included in profit or loss.
(a) Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and
the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities
assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred,
the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to
each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of
whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is
disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the
operation when determining the gain or loss on disposal. Goodwill disposed in this circumstance is measured
based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in
a business combination is their fair value as at the date of acquisition. Following initial acquisition, intangible
assets are measured at cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for
impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period
and the amortisation method are reviewed at each reporting date. Changes in the expected useful life or
the expected pattern of consumption of future economic benefits embodied in the asset is accounted for
by changing the amortisation period or method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually,
or more frequently if the events and circumstances indicate that the carrying value may be impaired either
individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of
an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life
assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a
prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset
is derecognised.
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Computer software that does not form an integral part of the related hardware is classified as intangible
assets. Software considered to have finite useful lives, are stated at cost less any impairment losses
and are amortised using the straight-line basis over the commercial lives of the underlying products of
3 years. Impairment is assessed whenever there is an indication of impairment and amortisation period
and the amortisation method are also reviewed at each reporting date.
Research costs are expensed as incurred. Development expenditures on an individual project are
recognised as an intangible asset when the Group can demonstrate:
- the technical feasibility of completing the intangible asset so that the asset will be available for use
or sale;
- its intention to complete and its ability and intention to use or sell the asset;
- how the asset will generate future economic benefits;
- the availability of resources to complete the asset; and
- the ability to measure reliably the expenditure during development.
Other development expenditures which do not meet the above criteria are recognised as an expense
as incurred. Developments costs previously recognised as an expense are not recognised as an asset
in subsequent period.
Capitalised development cost recognised as intangible assets are amortised from the point at which the
asset is ready for use on a straight-line basis over its useful life.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less
any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins
when development is complete and the asset is available for use. It is amortised over the period of
expected future benefit. During the period of development, the asset is tested for impairment annually.
All items of property, plant and equipment are initially recorded at cost. The cost of an item of plant and equipment
is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment is measured at cost less accumulated depreciation
and accumulated impairment losses. When significant parts of property, plant and equipment are required to be
replaced in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation,
respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the
plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs
are recognised in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:
Capital work in progress mainly comprises renovation which have not been completed. Capital work in progress is
not depreciated as these assets are not yet available for use.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying values may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in
the year the asset is derecognised.
The residual value, useful life and depreciation method are reviewed at each reporting date, and adjusted
prospectively, if appropriate.
2.7 Inventories
Cost is determined using the first in, first out method. The cost comprises purchase price of inventories plus the cost
of bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
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The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use
assets representing the right to use the underlying assets.
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and
lease payments made at or before the commencement date less any lease incentives received. Right-of-
use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful lives of the assets, as follows:
Premises 2 to 9 years
Other equipment 2 to 6 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The
right-of-use assets are also subject to impairment. The accounting policy of impairment of non-financial
assets is disclosed in Note 2.14.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the
Group exercising the option to terminate. Variable lease payments that do not depend on an index or a
rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which
the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
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For any potential future increases in variable lease payments that depend on an index or rate, these are
not included in the lease liability until they take effect. When adjustments to lease payments based on
an index or rate take effect, the lease liability is remeasured and adjusted against the right-of-use assets.
The Group applied practical expedient to account for a COVID-19 related rent concession that meets all
of the following conditions in the same way as they would if they were not lease modification:
(i) the change in lease payments results in revised consideration for the lease that is substantially the
same as, or less than, the consideration for the lease immediately preceding the change;
(ii) any reduction in lease payments affects only payments due on or before 30 June 2022; and
(iii) there is no substantive change to other terms and conditions of the lease.
The Group accounts for COVID-19 related rent concession as a variable lease payment in the period in
which the event or condition that triggers the reduced payment occurs. Impacts of rent concessions are
presented within operating expenses.
The Group applies the short-term lease recognition exemption to its short-term leases of premises and
other equipment (i.e., those leases that have a lease term of 12 months or less from the commencement
date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Lease payments on short-
term leases and leases of low-value assets are recognised as expense on a straight-line basis over the
lease term.
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over
the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned.
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Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate of the amount can be made. Provisions are reviewed at each reporting date and adjusted to reflect the
current best estimate. Where the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the
increase in the provision due to the passage of time is recognised as finance cost.
The Group records a provision for restoration costs of renovation performed on rented premises. Restoration
costs are provided for at the present value of expected costs to settle the obligation using estimated cash
flows. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the restoration
liability. The unwinding of the discount is expensed as incurred and recognised in profit or loss as a finance
cost. The estimated future costs of restoration are reviewed annually and adjusted as appropriate.
The Group provides warranties for general repairs of products sold to ABOs that are not functioning as
intended. Provisions related to these assurance-type warranties are recognised when the product is sold.
The amount of provision of warranty claims will be charged to profit or loss and any unutilised portion of the
warranty provision will subsequently be reversed when the warranty period is over. Sales of products which
are not under “Amway” trademark are exempted from any warranty provision as the warranties are provided
by the manufacturers.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the tax
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date in the countries where the Group operates and generates taxable income.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised
outside profit or loss, either in other comprehensive income or directly in equity.
Deferred tax is provided using the liability method on temporary differences at the reporting date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
- in respect of taxable temporary differences associated with investments in subsidiaries, where the timing
of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
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Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised except:
- where the deferred tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax
assets are recognised only to the extent that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available against which the temporary differences can
be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to
the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred
tax items are recognised in correlation to the underlying transaction either in other comprehensive income
or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on
acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
tax authority.
SST incurred in purchase of assets or services is not recoverable from the taxation authority, hence SST is recognised
as part of the cost of acquisition of the asset or part of the expense item as applicable.
Receivables and payables are stated with the amount of SST. The payable amount of SST to the taxation authority is
included as part of payables in the statement of financial position.
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Revenue from contracts with customers is recognised when control of the goods or services is transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for
those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements,
because it typically controls the goods or services before transferring them to the customers.
Revenue from sales of goods is recognised net of discounts and personal effort related incentives on volume
purchase at the point in time when control of the asset is transferred to the customer, generally on the delivery
of the goods. Revenue is not recognised to the extent where there are significant uncertainties regarding
recovery of the consideration due, associated costs or the possible return of goods.
The variable consideration is estimated at contract inception and constrained until it is highly probable
that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when
the associated uncertainty with the variable consideration is subsequently resolved. The contracts with
customers provide a right of return. The Group also provides personal effort related incentives to ABOs
based on volume purchase. These give rise to variable consideration.
• Rights of return
The contract for sales of product provides customer with a right to return the products within a
specified period. The Group uses the most likely amount method to estimate the goods that will be
returned because this method better predicts the amount of variable consideration to which the
Group will be entitled. For goods that are expected to be returned, the Group recognises a refund
liability. As the Group does not anticipate the returned goods are in saleable condition and will
bring any value to the Group, no value is estimated for the right of return asset.
• Incentives to ABOs
The incentives paid or payable to the ABOs are broadly categorised into two types, i.e. group
effort related incentives and personal effort related incentives on volume purchase. The Group
had considered the personal effort related incentives on volume purchase to be a reduction of
transaction price, whilst group effort related incentives is a consideration paid to or payable to
ABOs for the provision of distinct services.
Cash sales
For cash sales, payment of the transaction price is due immediately when the goods are delivered to the
customer. Revenue from these sales is recognised based on the price specified in the contract, net of
rebates and discounts.
Credit sales
The Group is using the practical expedient in MFRS 15 for not adjusting any financing component for the
sales on credit term of less than 12 months.
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2.12 Revenue from contracts with customers and other income (contd.)
The sales and marketing plan of the Group includes offering coupons to the customers for their future
acquisition of goods at discounted price. As the option provides a material right to the customers that
they would not receive without entering into the contract, it is considered a separate performance
obligation. As such, the Group only recognises the allocated revenue when those future goods are
transferred or the option expires.
The Group also has an Amway Privileged Customers (“APCs”) loyalty points programme, which allows
APCs to accumulate points that can be redeemed for future goods at a discounted price. The loyalty
points give rise to a separate performance obligation as they provide a material right to the customer.
A portion of the transaction price is allocated to the loyalty points awarded to customers based on
relative stand-alone price and recognised as a contract liability until the points are redeemed. Revenue
is recognised upon redemption of products by the customer.
Revenue from component of registration fees and sales kits from the sign up package is recognised upon the
transfer of control of goods and services, whilst the annual fees component is recognised over the period of
subscription. The renewal fees is recognised over the period of subscription.
The Group provides warranties for general repairs of products sold to customers that are not functioning as
intended. Provisions related to these assurance-type warranties are recognised when the product is sold. The
accounting policy for provision for warranty is set out in Note 2.9(b).
The Group also provides an extended warranty beyond fixing defects that existed at the time of sale. These
service-type warranties are bundled together with the sale of goods. Contracts for bundled sales of goods
and service-type warranty comprise two performance obligations because the promise to transfer the goods
and to provide service-type warranty are capable of being distinct within the context of the contract. Using
the relative stand-alone selling price method, a portion of the transaction price is allocated to the service-type
warranty and recognised as a contract liability. Revenue for service-type warranties is recognised over the
period in which the service is provided based on the time elapsed.
Interest income is recognised on an accrual basis using the effective interest method.
Dividend income is recognised when the Group or the Company’s right to receive payment is established.
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The individual financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). The Group’s consolidated
financial statements are presented in RM, which is also the Company’s functional currency.
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional
currency spot rate at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot
rate of exchange ruling at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss with the
exception of monetary items that are designated as part of the hedge of the Group’s net investment of a
foreign operation. These are recognised in other comprehensive income until the net investment is disposed
of, at which time, the cumulative amount is classified to profit or loss. Tax charges and credits attributable to
exchange differences on those monetary items are also recorded in other comprehensive income.
Non-monetary items that are measured using the historical cost in a foreign currency are translated using
the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value is determined. The
gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the
recognition of gain or loss on change in fair value in the item (i.e., the translation differences on items whose
fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in
other comprehensive income or profit or loss, respectively).
On consolidation, the assets and liabilities of foreign operation are translated into RM at the rate of exchange
prevailing at the reporting date and their income statements are translated at exchange rates prevailing at the
dates of the transactions. The exchange differences arising on translation for consolidation are recognised
in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive
income relating to that particular foreign operation is recognised in profit or loss.
The principal exchange rates used for every unit of foreign currency ruling at the reporting date are as follows:
2022 2021
RM RM
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair
value less costs to sell and its value in use. Recoverable amount is determined for an individual asset, unless the
asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and
is written down to its recoverable amount.
Impairment losses of continuing operations are recognised in profit or loss in expense categories consistent with the
function of the impaired asset, except for a property previously revalued when the revaluation was taken to other
comprehensive income. In this case, the impairment is also recognised in other comprehensive income up to the
amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists,
the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the
asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired.
Impairment test for goodwill is performed by assessing the recoverable amount of each CGU (or group of CGUs)
to which the goodwill relates to. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which
the associated services are rendered by employees of the Group. Short term accumulating compensated
absences such as paid annual leave are recognised when services are rendered by employees that increase
their entitlement to future compensated absences. Short term non-accumulating compensated absences such
as sick leave are recognised when the absences occur.
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions
into separate entities or funds and will have no legal or constructive obligation to pay further contributions if
any of the fund do not hold sufficient assets to pay all employee benefits relating to employee services in the
current and preceding financial years.
The Group participates in the national pension schemes as defined by the laws of the countries in which it
has operations. The Malaysian companies in the Group make contributions to the Employee Provident Fund
in Malaysia, a defined contribution pension scheme. The Group’s foreign subsidiary company also makes
contributions to their respective country’s statutory pension schemes. Contributions to defined contribution
pension schemes are recognised as an expense in the period in which the related service is performed.
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Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Group has applied the practical expedient,
the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing
component or for which the Group has applied the practical expedient are measured at the transaction price
determined under MFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest (“SPPI”)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in
order to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses
upon derecognition (equity instruments)
This category is the only category which is relevant to the Group. The Group measures financial assets
at amortised cost if both of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rates (“EIR”)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset
is derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes trade and other receivables and cash and cash
equivalents.
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(c) Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statements of financial position) when:
• The rights to receive cash flows from the asset have expired; or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough
arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.
When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its
continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset
and the associated liability are measured on a basis that reflects the rights and obligations that the Group has
retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could
be required to repay.
Financial liabilities are recognised when, and only when, the entity becomes party to the contractual provisions
of the instruments. Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in
an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
Trade and other payables are subsequently measured at amortised cost using the effective interest rates
(“EIR”) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well
as through the EIR amortisation process.
(c) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in profit or loss.
Financial assets and financial liabilities are offset and the net amount is reported in the statements of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the liabilities simultaneously.
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Cash and cash equivalents comprise cash at bank, cash on hand and deposits at call with a maturity of three months
or less that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes
in value.
A contract asset is the right of the Group to consideration in exchange for goods or services that it has transferred
to the customer when that right is conditional upon future performance but not through the passage of time. If
the Group has performed its obligation by transferring goods or services to a customer before the customer pays
consideration or before payment is due, a contract asset is recognised and presented net of any amounts that
has been recognised as receivables. Contract asset is presented as the excess of cumulative revenue earned or
recognised in profit or loss over the billings to date to the customer. Contract assets are subject to impairment
assessment in accordance of MFRS 9: Financial Instruments.
A contract liability is the obligation of the Group to transfer goods or services to a customer for which it has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the
Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or
the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs
its obligation under the contract.
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the
customer and is measured at the amount of the Group ultimately expects it will have a return to the customer. The
Group updates its estimates of refund liabilities (and the corresponding change in the transaction price) at the end
of each reporting period.
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value
through profit or loss and contract assets. ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible
within the next 12-months (“a 12-month ECL”). For those credit exposures for which there has been a significant
increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the default (“a lifetime ECL”).
For trade and other receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss
experience. The Group considers forward-looking factors do not have significant impact to its credit risk given the
nature of its industry and the amount of ECLs is insensitive to changes to forecast economic conditions.
The Group considers a financial asset in default when contractual payments are past due as at month end. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation
of recovering the contractual cash flows.
154 AMWAY (MALAYSIA) HOLDINGS BERHAD
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The Group measures financial instruments, such as, derivatives financial assets, if any, at fair value at each reporting
date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
(ii) in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to or by the Group and the Company.
The fair value of an asset or liability is measured using the assumptions that the market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participants that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
(i) Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical assets or
liabilities;
(ii) Level 2 - the fair value is measured using 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);
and
(iii) Level 3 - the fair value is measured using inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines
whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of
the nature, characteristic and risks of the asset or liability and the level of the fair value hierarchy as explained above.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs.
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which
they are declared.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 155
Performance Review Statement & Achievements Governed Statements Information
The Group presents assets and liabilities in statements of financial position based on current and non-current
classification.
- cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least
12 months after the reporting period.
- there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting
period.
Deferred tax assets and liabilities are classified as non-current assets and liabilities, respectively.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised and in any future periods affected.
There is no critical judgement made by management in the process of applying the Group’s accounting policies that
has a significant effect on the amounts recognised in the financial statements.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the differences will be able to crystallise. 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. Details relating to deferred tax
are disclosed in Note 17.
156 AMWAY (MALAYSIA) HOLDINGS BERHAD
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4. Revenue
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Set out below is the disaggregation of the Group’s revenue from contracts with customers:
Group
2022 2021
RM’000 RM’000
5. Cost of sales
Cost of sales represent cost of inventories sold and attributable costs relating to the sale of consumer products.
6. Other income
Included in other income are the following:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Interest income on deposits with licensed bank 4,558 3,763 1,778 1,495
Gain on disposal of property, plant and equipment 162 23 - -
Gain on lease modification - 2 - -
7. Finance costs
Group
2022 2021
RM’000 RM’000
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Included in employee benefits expense of the Group are executive directors’ remuneration (excluding benefits-in-kind)
amounting to RM2,996,000 (2021: RM2,804,000) as further disclosed in Note 10.
158 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The details of remuneration receivable by directors of the Company during the year are as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Executive:
- Salaries and other emoluments 1,810 1,673 - -
- Bonus 1,186 1,131 - -
- Estimated monetary value of benefits-in-kind 429 444 - -
3,425 3,248 - -
Non-Executive:
- Fees 525 497 525 497
- Allowances 60 58 60 58
- Estimated monetary value of benefits-in-kind 18 18 18 18
603 573 603 573
Total directors’ remuneration 4,028 3,821 603 573
The number of directors of the Company whose total remuneration during the year fell within the following bands is
analysed below:
Number of directors
Company
2022 2021
Executive director:
RM3,000,001 - RM3,500,000 1 1
Non-executive directors:
RM0 - RM50,000 1 1
RM50,001 - RM100,000 4 4
RM100,001 - RM150,000 2 2
8 8
Our Strategy and Sustainability Our Significant Events How We are Financial Other 159
Performance Review Statement & Achievements Governed Statements Information
Domestic income tax is calculated at the Malaysian statutory tax rate of 24% for the first RM100 million and 33% thereafter
(2021: 24%) of the estimated assessable profit for the year. The 33% is a one-off prosperity tax, gazetted by the Government
on 31 December 2021 via Finance Act 2021, which would be imposed on the Company for the year of assessment 2022.
Taxation for other jurisdiction is calculated at the rate prevailing in the respective jurisdiction. Company in Brunei is
taxed where for the first BND100,000 of the chargeable income, only 25% is taxable, the next BND150,000 only 50% is
taxable and 100% is taxable for any remaining balance. The income tax rate applicable to company in Brunei is 18.5%
(2021:18.5%).
A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax
expense at the effective income tax rate of the Group and of the Company is as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Profit attributable to ordinary equity holders of the Company (RM’000) 76,881 36,781
Weighted average number of ordinary shares in issue (number ‘000) 164,386 164,386
Basic and diluted earnings (sen per share) 46.77 22.37
There are no shares in issuance which have a dilutive effect to the earnings per share of the Group.
On 27 February 2023, the directors declared a fourth interim tax exempt (single-tier) dividend in respect of the financial
year ended 31 December 2022, of 5.0 sen per share on 164,385,645 ordinary shares, amounting to a dividend payable
of approximately RM8,219,000 and special interim tax exempt (single-tier) dividend of 18.0 sen per share on 164,385,645
ordinary shares, amounting to a dividend payable of approximately RM29,589,000.
The financial statements for the current financial year do not reflect these dividends. Such dividends will be accounted for
in equity as an appropriation of retained earnings in the financial year ending 31 December 2023.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 161
Performance Review Statement & Achievements Governed Statements Information
At 31 December 2022
Cost
At 1 January 2022 20,074 31,667 22,103 7,490 41,983 1,030 6 124,353
Additions - - - 221 922 - 1,995 3,138
Disposals - - - - - (498) - (498)
Write-offs - - (69) (13) (3,797) (4) - (3,883)
Transfer in/(out) - - - 901 575 - (1,476) -
At 31 December 2022 20,074 31,667 22,034 8,599 39,683 528 525 123,110
Accumulated depreciation
At 1 January 2022 7,122 7,758 16,592 6,816 31,382 914 - 70,584
Charge for the year (Note 8) 268 633 662 678 2,226 40 - 4,507
Disposals - - - - - (498) - (498)
Write-offs - - (53) (13) (3,757) (3) - (3,826)
At 31 December 2022 7,390 8,391 17,201 7,481 29,851 453 - 70,767
Net carrying amount 12,684 23,276 4,833 1,118 9,832 75 525 52,343
Included in the cost of property, plant and equipment of the Group are fully depreciated assets which are still in use amounting to RM46,775,000
(2021: RM47,463,000).
At 31 December 2021
Cost
At 1 January 2021 20,074 31,667 20,798 7,469 40,766 1,024 1,894 123,692
Additions - - 281 21 1,253 6 - 1,561
Disposals - - - - (235) - - (235)
Write-offs - - - - (604) - (61) (665)
Transfer in/(out) - - 1,024 - 803 - (1,827) -
At 31 December 2021 20,074 31,667 22,103 7,490 41,983 1,030 6 124,353
Accumulated depreciation
At 1 January 2021 6,854 7,125 15,946 6,172 29,948 739 - 66,784
Charge for the year (Note 8) 268 633 646 644 2,264 175 - 4,630
Disposals - - - - (235) - - (235)
Write-offs - - - - (595) - - (595)
At 31 December 2021 7,122 7,758 16,592 6,816 31,382 914 - 70,584
Net carrying amount 12,952 23,909 5,511 674 10,601 116 6 53,769
162 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
Group
At 31 December 2022
Cost
At 1 January 2022 1,066 27,168 4,782 33,016
Additions 11 494 - 505
Write-offs (289) (4,491) - (4,780)
At 31 December 2022 788 23,171 4,782 28,741
Accumulated amortisation
At 1 January 2022 1,061 10,301 1,487 12,849
Amortisation (Note 8) 7 8,829 - 8,836
Write-offs (289) (3,179) - (3,468)
At 31 December 2022 779 15,951 1,487 18,217
At 31 December 2021
Cost
At 1 January 2021 1,069 22,673 4,782 28,524
Additions - 4,495 - 4,495
Write-offs (3) - - (3)
At 31 December 2021 1,066 27,168 4,782 33,016
Accumulated amortisation
At 1 January 2021 1,047 1,615 1,487 4,149
Amortisation (Note 8) 17 8,686 - 8,703
Write-offs (3) - - (3)
Impairment (Note 8) - - - -
At 31 December 2021 1,061 10,301 1,487 12,849
Included in the cost of intangible assets of the Group are cost of fully amortised intangible assets which are still in use
amounting to RM777,000 (2021: RM1,416,000).
Our Strategy and Sustainability Our Significant Events How We are Financial Other 163
Performance Review Statement & Achievements Governed Statements Information
Goodwill arose from the acquisition of Amway (B) Sdn. Bhd. For the purpose of impairment testing, goodwill is
allocated to the business operations of Amway (B) Sdn. Bhd., which represent a CGU on its own.
The Group performed a review on the recoverable amount of goodwill during the financial year. The Group considers
the Brunei ABOs’ momentum have a direct impact on its sales performance.
The recoverable amount is determined based on its value-in-use (“VIU”) calculation using cash flows projections
from financial budgets approved by management covering a five-year period.
The VIU was determined by discounting the future cash flows expected to be generated from the continuing
operation of CGU and was based on the following key assumptions:
(i) Cash flows were projected based on actual operating results and the five-year financial budget which has
reflected the softer sales demands.
(ii) The CGU will continue its operation indefinitely with terminal growth rate of nil (2021: nil).
(iii) A pre-tax discount rates of 13% (2021: 13%) was applied to the pre-tax cash flows, was determined by the
Group, is in line with the CGU’s primary economic and financial environment in the country it operates. At the
reporting date, if discount rate had been 10% higher, with all other variables held constant, this would not
result in the recoverable amount of the CGU’s lower than its carrying amount.
The Group is of the opinion that any reasonably possible change in the above key assumptions would not materially
cause the recoverable amount of the CGU’s to be lower than its carrying amount.
Proportion of
Name of subsidiaries ownership interest Principal activities
2022 2021
% %
Amway (Malaysia) Sdn. Bhd. and Amway (B) Sdn. Bhd.’s principal place of business is located in Malaysia and Negara
Brunei Darussalam respectively.
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as
follows:
18. Inventories
Group
2022 2021
RM’000 RM’000
Consumer products:
At cost 210,799 148,075
At net realisable value 2,356 1,944
213,155 150,019
During the financial year, inventories recognised as cost of sales amounted to RM675,971,000 (2021: RM692,440,000).
166 AMWAY (MALAYSIA) HOLDINGS BERHAD
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Trade receivables
Third parties 40,693 22,470 - -
Due from related companies 74 297 - -
40,767 22,767 - -
Less: Allowance for expected credit loss (862) (718) - -
Trade receivables, net 39,905 22,049 - -
Other receivables
Due from penultimate holding company - 2 - -
Due from related companies 28 50 - -
Sundry receivables 4,989 232 11 7
Deposits 1,674 1,630 4 4
Prepayments 1,461 1,309 77 17
8,152 3,223 92 28
Trade receivables are non-interest bearing and a significant amount of the outstanding balance is repayable by way
of monthly instalment plans from 90 to 150 (2021: 90) days. The Group has no significant concentration of credit
risk that may arise from exposures to a single debtor or to groups of debtors.
The Group maintains its ageing within 30 days by monitoring the installments payments from Amway Business
Owners (“ABOs”) and any amounts which are due and not settled will be offset against the ABOs’ bonuses.
Group
2022 2021
RM’000 RM’000
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with
the Group. Based on past experience, the Board believes that no allowance for expected credit loss is necessary in
respect of those balances.
None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the
financial year.
The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance accounts
used to record the allowance for expected credit losses are as follows:
Group
Individually impaired
2022 2021
RM’000 RM’000
Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral
or credit enhancements.
Related companies are companies within the Alticor Global Holdings Inc. group of companies. Amounts due from
certain related parties are unsecured and bear interest equal to the Base Lending Rate set by the Central Bank of
Malaysia plus 0.5% per annum, compounded on a monthly basis on overdue balances exceeding 30 to 90 (2021:
30 to 90) days from the date of invoice. The non-trade amounts due from related companies are mainly in respect
of payments made on behalf. These amounts are to be settled in cash.
Contract assets primarily relate to consideration for goods transferred to related companies but not billed at reporting
date. Contract assets are transferred to receivables when the rights become unconditional.
Group
2022 2021
RM’000 RM’000
Contract liabilities of deferred annual and renewal fees relate to the consideration received from the
customers for a twelve (12) months period of services, which revenue is recognised overtime over the service
period on a straight line basis. The amount of revenue recognised in the financial year that was included in the
contract liabilities of the Group at the beginning of the year was RM7,774,000 (2021: RM7,293,000).
Group
2022 2021
RM’000 RM’000
Contract liabilities of deferred product sales mainly relate to the consideration received from the customers
for online products sales and the delivery of such products have not been completed during the financial year.
The revenue is recognised upon delivery. The amount of revenue recognised in the financial year that
was included in the contract liabilities of the Group at the beginning of the year was RM10,609,000
(2021: RM13,062,000).
Our Strategy and Sustainability Our Significant Events How We are Financial Other 169
Performance Review Statement & Achievements Governed Statements Information
(iii) Others
The sales and marketing plan of the Group includes offering coupons to the customers for their future
acquisition of goods at discounted price. The option provides a material right to the customer. The Group
recognises the allocated revenue when those future goods are transferred or when the option expires.
The Group also offers a loyalty programme where accumulated points that can be redeemed for future goods
at a discounted price. The amount allocated to the loyalty programme is deferred, and recognised as revenue
when the points are redeemed.
The Group also provide extended warranty beyond fixing the defects that existed at the time of sale to
customers. The service-type warranty is accounted for as a separate performance obligation and a portion
of the transaction price is allocated. The Group recognises the allocated revenue when the performance
obligation for the service-type warranty service is satisfied over the coverage period based on time elapsed.
The amount of revenue recognised in the financial year that was included in the contract liabilities of the Group
at the beginning of the year was RM3,854,000 (2021: RM1,815,000).
Group
2022 2021
RM’000 RM’000
The weighted average effective interest rates of deposits at the reporting date were as follows:
Group Company
2022 2021 2022 2021
% % % %
The average maturities of deposits as at the end of the financial year were as follows:
Group Company
2022 2021 2022 2021
Days Days Days Days
Licensed banks 30 33 90 88
170 AMWAY (MALAYSIA) HOLDINGS BERHAD
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The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company. All ordinary shares have no par value and rank equally with regard to the
Company’s residual assets.
Trade payables
Third parties 14,323 15,161 - -
Due to related companies 27,933 50,376 - -
42,256 65,537 - -
Other payables
Due to related companies 2,131 133 - -
Sundry payables 6,113 6,566 137 273
Accruals 202,835 196,733 378 346
Refund liabilities 448 535 - -
Provisions (Note (e)) 7,518 6,768 - -
219,045 210,735 515 619
Total trade and other payables 261,301 276,272 515 619
Less: Provision (Note (e)) (7,518) (6,768) - -
Total financial liabilities carried at amortised cost 253,783 269,504 515 619
Amounts due to third parties are non-interest bearing and the normal credit term granted to the Group and Company
range from 30 to 90 (2021: 30 to 90) days.
The amounts due to related companies are unsecured and bear interest at the federal rate as defined by the United
States Treasury Regulation and Internal Revenue Code on overdue balances exceeding 90 (2021: 90) days from the
date of invoice. The non-trade amounts due to related companies are mainly in respect of payments made on behalf.
These amounts are to be settled in cash.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 171
Performance Review Statement & Achievements Governed Statements Information
Included in the accruals of the Group is an amount of RM181,839,000 (2021: RM174,971,000) for distributors’
bonuses, seminars and other expenses, in which bonuses related accruals are trade in nature.
Refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer
and is measured at the amount the Group ultimately expects it will have to return to the customer.
(e) Provisions
The Group provides warranties for durable products sold to customers that are not functioning as intended.
Provisions related to these assurance-type warranties are recognised when the product is sold. The amount of
provision of warranty claims will be charged to profit or loss and any unutilised portion of the warranty provision will
subsequently be reversed when the warranty period is over. Sales of products with manufacturer’s warranty which
are not under “Amway” trademark are exempted from any warranty provision as the warranties are provided by the
manufacturers.
The Group records a provision for restoration costs of renovation performed on rented premises. Restoration costs
are provided for at the present value of expected costs to settle the obligation using estimated cash flows. The cash
flows are discounted at a current pre-tax rate that reflects the risks specific to the restoration liability. The unwinding
of the discount is expensed as incurred and recognised in profit or loss as a finance cost. The estimated future costs
of restoration are reviewed annually and adjusted as appropriate.
Assurance-
Restoration type
cost warranties Total
Group RM’000 RM’000 RM’000
Assurance-
Restoration type
cost warranties Total
Group RM’000 RM’000 RM’000
Further details on related parties transactions are disclosed in Note 28. Other information on liquidity risks are
disclosed in Note 29(c).
172 AMWAY (MALAYSIA) HOLDINGS BERHAD
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25. Leases
The Group as lessee
The Group has lease contracts for premises and various items of equipment used in its operations. Leases of assets
generally have lease terms between 2 and 9 years. The Group’s obligations under its leases are secured by the lessor’s
title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets. There are
several lease contracts that include extension and termination options.
The Group also has certain leases of premises and equipment with lease terms of 12 months or less and leases of office
equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions
for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
Other
Premises Equipment Total
RM’000 RM’000 RM’000
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2022 2021
RM’000 RM’000
2022 2021
RM’000 RM’000
The Group has certain lease contracts for equipment that contains variable payments based on the number of outputs. The
Group’s variable lease payments, including the magnitude in relation to the fixed payments are not material. The Group
also has several lease contracts that include extension options. These options are negotiated by management to provide
flexibility in managing the leased-asset portfolio and align with the Group’s business needs. Management exercises
significant judgement in determining whether these extension options are reasonably certain to be exercised.
Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of
extension options that are not included in the lease term:
2022 2021
RM’000 RM’000
Total cash outflows for all leases including lease liabilities, short-term leases, leases of low-value assets and variable lease
payments in the financial year ended 31 December 2022 for the Group amounted to RM4,498,000 (2021: RM4,246,000),
in which RM3,612,000 (2021: RM3,274,000) represents payment of principal portion of lease liabilities.
No details relating to the Group’s business segment was disclosed as the Group has only one business segment which is
the distribution of consumer products.
Accordingly, information on geographical and business segments of the Group’s operations are not presented.
Group
2022 2021
RM’000 RM’000
Sales of goods:
Amway (Singapore) Pte. Ltd. (60) (64)
Amway Hong Kong Limited (274) -
Purchases:
Access Business Group International L.L.C. 522,200 465,205
Amway International Inc. 594 -
Amway (Thailand) Limited 379 -
Amway (Singapore) Pte. Ltd. 250 -
Royalties paid/payable:
Access Business Group International L.L.C. 4,908 5,035
(b) The transactions with related parties are at rates mutually agreed by the parties concerned.
Information regarding outstanding balances arising from related party transactions as at 31 December 2022 are
disclosed in Notes 19 and 24.
The nature of the related party relationships are entities within the Alticor Global Holdings Inc..
(c) The remuneration of directors of the Company and other members of key management during the year was as
follows:
Group
2022 2021
RM’000 RM’000
The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are
executed by the Chief Financial Officer. The Audit Committee provides independent oversight to the effectiveness of the
risk management process.
It is, and has been throughout the year under review, the Group’s policy that no derivatives shall be undertaken except for
the use as hedging instruments where appropriate and it’s cost-efficient. The Group and the Company do not apply hedge
accounting.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
At the reporting date, the interest rate profile of the interest-bearing financial instruments is as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.
The Group is exposed to transactional currency risk primarily through sales to related companies, purchases and
payments on behalf that are denominated in a currency other than the functional currency to which they relate. The
currencies giving rise to this risk are primarily United States Dollar (“USD”), Singapore Dollar (“SGD”) and Thailand
Baht (“THB”).
The net unhedged financial assets and financial liabilities of the Group that are not denominated in their functional
currencies are as follows:
Group
2022 2021
RM’000 RM’000
The Group’s exposure to currency risk is not significant in the context of the financial statements and accordingly
the sensitivity analysis is not presented.
176 AMWAY (MALAYSIA) HOLDINGS BERHAD
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Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due
to the shortage of funds.
The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date
based on contractual undiscounted repayment obligations.
On demand
or within More than
one year one year Total
RM’000 RM’000 RM’000
At 31 December 2022
Financial liabilities
Group
Trade and other payables (excluding provisions) (Note 24) 253,783 - 253,783
Lease liabilities 3,642 5,537 9,179
Total undiscounted financial liabilities 257,425 5,537 262,962
Company
Trade and other payables (Note 24) 515 - 515
On demand
or within More than
one year one year Total
RM’000 RM’000 RM’000
At 31 December 2021
Financial liabilities
Group
Trade and other payables (excluding provisions) (Note 24) 269,504 - 269,504
Lease liabilities 3,591 6,833 10,424
Total undiscounted financial liabilities 273,095 6,833 279,928
Company
Trade and other payables (Note 24) 619 - 619
Our Strategy and Sustainability Our Significant Events How We are Financial Other 177
Performance Review Statement & Achievements Governed Statements Information
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its
obligations. The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables.
For other financial assets (including cash and bank balances), the Group and the Company minimise credit risk by
dealing exclusively with high credit rating counterparties.
The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and
creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to
credit verification procedures. In addition, receivable balances are monitored on an ongoing basis and the Group’s
exposure to bad debts is not significant. Since the Group trades only with recognised and creditworthy third parties,
there is no requirement for collateral.
The credit risk of the Group’s other financial assets, which comprises of cash and cash equivalents, arises from
default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets.
The Group does not have any significant exposure to any individual customer or counterparty nor does it have
any major concentration of credit risk related to any financial assets. The analysis of the quality of credit risk are
disclosed in Note 19 and the accounting policy on the impairment of financial asset (ECL) is disclosed in Note 2.21.
Level 1 - the fair value is measured using quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 - the fair value is measured using 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 - the fair value is measured using inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The Group and the Company do not have any financial instruments classified as Level 1 to Level 3 as at 31 December
2022 and 31 December 2021.
The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value:
Note
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to their short-
term nature.
The Group does not have any external borrowings as at reporting date. The Group manages its capital structure and
makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group
may adjust the dividend payment to shareholders and return capital to shareholders. No significant changes were made
in the objectives, policies or processes during the years ended 31 December 2022 and 31 December 2021. The Group
is not subjected to any externally imposed capital requirements.
178 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
PARTICULARS OF PROPERTIES
AS AT 31 DECEMBER 2022
Approximate
Age of Net Book
Land Area Building Value Date of
Location (Sq Metres) Existing Use Tenure (Years) RM’000 Acquisition
26 & 26A
Jalan 223 Office, Leasehold
46100 Petaling 7,934 Warehouse expiring 12 19,317 19 November 2004
Jaya, Selangor and Shop 26 March 2069
Darul Ehsan
Our Strategy and Sustainability Our Significant Events How We are Financial Other 179
Performance Review Statement & Achievements Governed Statements Information
CORPORATE HEADQUARTERS
• Van Andel & DeVos Training Centre • Brand Experience Centre
• Product Pavilion • Warehouse & Logistic Facility
• One-stop Customer Service Centre • Office Block
AMWAY SHOPS
ALOR SETAR KOTA KINABALU PERAI
35, Taman Bandar Baru Mergong, Lot 6 (1st Floor) & 1797-G-07 & 08,
Lebuhraya Sultanah Bahyah, Lot 7 (Ground & 1st Floor), Kompleks Auto World,
06250 Alor Setar, Block F, Sri Kepayan Jalan Perusahaan, Juru Interchange,
Kedah Darul Aman Commercial Centre, 13600 Perai,
88200 Kota Kinabalu, Pulau Pinang
BATU PAHAT Sabah
12, Jalan Ceria, SANDAKAN
Pusat Perniagaan Ceria, KUALA TERENGGANU Block A, Lot SO198-SO201
83000 Batu Pahat, 24, Tingkat Bawah, Ground Floor, One Avenue 8
Johor Darul Takzim Pusat Niaga Paya Keladi, Bandar Utama, Mile 6, North Road
Kuala Terengganu, 90000 Sandakan,
BINTULU 20000 Terengganu Darul Iman Sabah
Lot no. 4075, 4076, 4077,
Parkcity Commercial Square Phase 5, KUANTAN SEREMBAN
Jalan Tun Ahmad Zaidi, A255, Ground Floor, 255 & 256, Ground Floor,
97000 Bintulu, Jalan Air Putih, Jalan S2 B12,
Sarawak 25300 Kuantan, Uptown Avenue Seremban 2,
Pahang Darul Makmur 70300 Seremban,
IPOH Negeri Sembilan Darul Khusus
8 & 10, Jalan Bercham Bistari 1, KUCHING
Medan Bercham Bistari, 40 & 41, SIBU
31400 Ipoh, Jalan Tun Ahmad Zaidi Adruce, 25 Ground Floor,
Perak Darul Ridzuan 93200 Kuching, Lorong Wong King Huo 1B,
Sarawak Pekan Sibu,
JOHOR BAHRU 96000 Sibu,
57, Jalan Ponderosa 2/2, MELAKA Sarawak
Taman Ponderosa, 108A, Jalan Berkat 15,
81100, Johor Bahru, Taman Malim Jaya, TAIPING
Johor Darul Takzim Malim Jaya, 13, 15 & 17, Tingkat Bawah,
75250 Melaka Jalan Medan Saujana Kamunting,
KLANG Taman Medan Saujana Kamunting,
4 & 6 (Ground Floor), MIRI 34600 Kamunting, Taiping
Jalan Kasuarina 11, Lot 1740, Block 9, Perak Darul Ridzuan
Bandar Botanic, MCLD Rice Mill Road,
41200 Klang, Kampung Bahru, WANGSA MAJU
Selangor Darul Ehsan 98000 Miri, 34N-0-3, Jalan Wangsa Delima 6,
Sarawak (1/27F) KLSC Section 5,
KOTA BAHRU Pusat Bandar Wangsa Maju,
10 & 11, Bangunan Yakin, NUSA BESTARI 53300 Kuala Lumpur
Jalan Raja Perempuan Zainab 2, 26G, Jalan Bestari 7/2,
Bandar Baru Kubang Kerian, Taman Nusa Bestari, BRUNEI
16150 Kota Bharu, 79150 Nusajaya, 6 & 7, Block A,
Kelantan Darul Naim Johor Darul Takzim Kompleks Shakirin,
Kampong Kiulap,
PULAU PINANG Bandar Seri Begawan,
9 & 10, Persiaran Karpal Singh 2, BE1518 Brunei Darussalam
11600 Jelutong,
Pulau Pinang
180 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
NOTICE IS HEREBY GIVEN THAT the 28th Annual General Meeting (“AGM”) of AMWAY (MALAYSIA) HOLDINGS BERHAD
(“the Company”) will be conducted entirely through live streaming from the broadcast venue at Van Andel & DeVos Training
Centre, Amway (Malaysia) Sdn. Bhd., 28, Jalan 223, 46100 Petaling Jaya, Selangor Darul Ehsan, Malaysia (“Broadcast Venue”)
on Wednesday, 24 May 2023 at 9.30 a.m. to transact the following businesses:
AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year ended 31 December (Please refer to Note 1 of
2022 together with the Directors’ and the Auditors’ Reports thereon. the Explanatory Notes)
2. To re-elect Mr Michael Jonathan Duong who is retiring pursuant to Clause 76(3) of the Ordinary Resolution 1
Constitution of the Company (“the Constitution”).
3. To re-elect Pn Aida Binti Md Daud who is retiring pursuant to Clause 76(3) of the Ordinary Resolution 2
Constitution.
4. To re-elect Mr Low Han Kee who is retiring pursuant to Clause 76(3) of the Constitution. Ordinary Resolution 3
5. To re-elect Ms Ho Kim Poi who is retiring pursuant to Clause 78 of the Constitution. Ordinary Resolution 4
6. To approve the Directors’ fee of up to RM48,600 payable to Tan Sri Faizah Binti Mohd Ordinary Resolution 5
Tahir, the Chairperson and the Senior Independent Non-Executive Director, for the financial
period from 1 January 2023 to 24 May 2023.
7. To approve the Directors’ fee of up to RM110,350 payable to En Abd Malik Bin A Rahman, Ordinary Resolution 6
the Audit Committee Chairman and the Independent Non-Executive Director, for the
financial year ending 31 December 2023.
8. To approve the Directors’ fee of up to RM83,800 payable to Dato’ Abdullah Thalith Bin Ordinary Resolution 7
Md Thani, the Nominating Committee Chairman and the Independent Non-Executive
Director, for the financial year ending 31 December 2023.
9. To approve the Directors’ fee of up to RM76,100 payable to Mr Low Han Kee, the Ordinary Resolution 8
Non-Independent Non-Executive Director, for the financial year ending 31 December 2023.
10. To approve the Directors’ fee of up to RM85,450 payable to Datin Seri Azreen Binti Ordinary Resolution 9
Abu Noh, the Independent Non-Executive Director, for the financial year ending
31 December 2023.
11. To approve the Directors’ fee of up to RM69,500 payable to Pn Aida Binti Md Daud, the Ordinary Resolution 10
Non-Independent Non-Executive Director, for the financial year ending 31 December 2023.
12. To approve the Directors’ fee of up to RM68,600 payable to Ms Ho Kim Poi the Ordinary Resolution 11
Independent Non-Executive Director, for the financial year ending 31 December 2023.
13. To approve the Directors’ benefits of up to RM124,250 for the financial year ending Ordinary Resolution 12
31 December 2023.
14. To re-appoint Ernst & Young PLT as Auditors of the Company and to authorise the Directors Ordinary Resolution 13
to fix their remuneration.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 181
Performance Review Statement & Achievements Governed Statements Information
As Special Business
To consider and, if thought fit, to pass with or without modifications, the following Ordinary
Resolution:
15. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of Ordinary Resolution 14
a Revenue or Trading Nature with Access Business Group International LLC (“ABGIL”) and
Amway (Singapore) Pte. Ltd. (“Amway (S)”) (“Proposed Renewal of Shareholders’ Mandate”)
“THAT approval be and is hereby given for the Company and/or its subsidiaries (“Group”)
to enter into recurrent transactions of a revenue or trading nature with ABGIL and Amway
(S) as set out in Section 2.4 of the Circular to shareholders dated 19 April 2023, which are
subject to the approval of the Proposed Renewal of Shareholders’ Mandate, provided that
such recurrent transactions are necessary for the day-to-day operations and are carried out
in the ordinary course of business and at arms-length basis on normal commercial terms
which are consistent with the Group’s normal business practices and policies and on terms
not more favourable to the related parties than those generally available to the public and
on terms not to the detriment of the minority shareholders;
(i) the conclusion of the next Annual General Meeting of the Company (“AGM”) at which
time it will lapse, unless by a resolution passed at that meeting, the authority is
renewed;
(ii) the expiration of the period within which the next AGM is required to be held under
Section 340(2) of the Companies Act 2016 (but must not extend to such extension as
may be allowed under Section 340(4) of the Companies Act 2016); or
AND THAT the Directors of the Company be and are hereby authorised to do all such acts
and things (including, without limitation, to execute all such documents and to assent to any
conditions, variations and/or amendments) in the interest of the Company to give effect to
the aforesaid shareholders’ mandate.”
16. To transact any other business of which due notice is given in accordance with the
Companies Act 2016 and the Constitution.
Company Secretaries
Kuala Lumpur
Dated this
19 April 2023
182 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
Notes:
1. IMPORTANT NOTICE
The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which
requires the Chairperson of the meeting to be present at the main venue of the meeting.
Shareholders will not be allowed to attend the 28th AGM in person at the Broadcast Venue on the day of the meeting.
Shareholders are to attend, speak (in the form of real time submission of typed texts) and vote (collectively, “participate”)
remotely at the 28th AGM using the Remote Participation and Voting facilities (“RPV”) provided by Tricor Investor &
Issuing House Services Sdn. Bhd. via its TIIH Online website at https://tiih.online.
Please read these Notes carefully and follow the procedures in the Information for Shareholders on 28th AGM
in order to participate remotely via RPV.
2. For the purpose of determining who shall be entitled to participate in this AGM via RPV, the Company shall be requesting
Bursa Malaysia Depository Sdn. Bhd. to make available to the Company, the Record of Depositors as at 16 May 2023.
Only a member whose name appears on this Record of Depositors shall be entitled to participate in this AGM via RPV.
3. A member who is entitled to participate in this AGM via RPV is entitled to appoint a proxy or attorney or in the case of a
corporation, to appoint a duly authorised representative to participate in his/her place. A proxy may but need not be a
member of the Company.
4. A member of the Company who is entitled to attend and vote at a general meeting of the Company may appoint not
more than two (2) proxies to participate instead of the member at the AGM.
5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance with
the listing requirements of the stock exchange.
6. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories)
Act 1991 (“Central Depositories Act”), it may appoint not more than two (2) proxies in respect of each securities account
it holds in ordinary shares of the Company standing to the credit of the said securities account.
7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (“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. An exempt authorised
nominee refers to an authorised nominee defined under the Central Depositories Act which is exempted from
compliance with the provisions of Section 25A(1) of the Central Depositories Act.
8. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy
must be specified in the instrument appointing the proxies.
9. A member who has appointed a proxy or attorney or authorised representative to participate at the 28th AGM via RPV
must request his/her proxy or attorney or authorised representative to register himself/herself for RPV via TIIH Online
website at https://tiih.online. Procedures for RPV can be found in the Information for Shareholders on 28th AGM.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 183
Performance Review Statement & Achievements Governed Statements Information
10. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must
be received by the Company not less than forty-eight (48) hours before the time appointed for holding the AGM or
adjourned general meeting at which the person named in the appointment proposes to vote:
In the case of an appointment made in hard copy form, the proxy form must be deposited with the Share Registrar
of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively,
the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8,
Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
The proxy form can be electronically lodged with the Share Registrar of the Company via TIIH Online at
https://tiih.online. Kindly refer to the Information for Shareholders on the procedures for electronic lodgement of
proxy form via TIIH Online.
11. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.
12. Last date and time for lodging the proxy form is Monday, 22 May 2023 at 9.30 a.m.
13. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the
Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A,
Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively,
the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the AGM or
adjourned general meeting at which the person named in the appointment proposes to vote. A copy of the power
of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal
requirements in the relevant jurisdiction in which it is executed.
14. For a corporate member who has appointed an authorised representative, please deposit the ORIGINAL certificate of
appointment of authorised representative with the Share Registrar of the Company at Tricor Investor & Issuing House
Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical
Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of appointment
of authorised representative should be executed in the following manner:
(i) If the corporate member has a common seal, the certificate of appointment of authorised representative should be
executed under seal in accordance with the constitution of the corporate member.
(ii) If the corporate member does not have a common seal, the certificate of appointment of authorised representative
should be affixed with the rubber stamp of the corporate member (if any) and executed by:
(a) at least two (2) authorised officers, of whom one shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the country under which the corporate
member is incorporated.
15. It is important that you read the Information for Shareholders on 28th AGM.
16. Shareholders are advised to check the Company’s website at www.amway.my and announcements from time to time for
any changes to the administration of the 28th AGM.
184 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
1. Agenda item 1
This agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016 does
not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is
not put forward for voting.
2. Ordinary Resolutions 1 to 4
Please refer to the Statement Accompanying the Notice of AGM for information.
3. Ordinary Resolutions 5 to 11
Pursuant to Section 230(1) of the Companies Act 2016, the fees of the directors, and any benefits payable to the
directors of a listed company and its subsidiaries shall be approved at the general meeting.
The fee structure for the Board Chairperson, Non-Executive Board members, Chairmen of the Board Committees and
Board Committee members for the financial year ending 31 December 2023 remains the same as the preceding
financial year. The total amount of Directors’ fees sought from the shareholders for the financial year ending
31 December 2023 is RM542,400.
With regards to Ordinary Resolutions 5, 6 and 11, Tan Sri Faizah Binti Mohd Tahir has indicated that she will resign as
the Chairperson of the Board immediately after the conclusion of the AGM. In conjunction with her resignation,
En Abd Malik Bin A Rahman will be redesignated as the Chairman of the Board and Senior Independent Non-Executive
Director and Ms Ho Kim Poi will be redesignated as the Audit Committee Chairperson.
In the event new Director(s) is/are appointed after the AGM on 24 May 2023, the Company would seek approval for the
payment of fees to the new Director(s) at the next AGM.
4. Ordinary Resolution 12
The proposed Directors’ benefits under Ordinary Resolution 12 are based on the current number of Directors on the
Board and scheduled Board and Committee Meetings for the financial year ending 31 December 2023. In the event the
proposed amount is insufficient, approval will be sought at the next AGM for the shortfall.
5. Ordinary Resolution 13
The Board has through the Audit Committee, considered the re-appointment of Ernst & Young PLT as Auditors of the
Company. The factors considered by the Audit Committee in making the recommendation to the Board to table their
re-appointment at the 28th AGM are disclosed in the Corporate Governance Overview Statement of this Annual Report.
1. Ordinary Resolution 14
This Resolution, if passed, will allow the Group to renew its existing mandate obtained at the 27th AGM held on 25
May 2022 to enter into recurrent related party transactions of a revenue or trading nature with ABGIL and Amway (S)
in the ordinary course of business, and the necessity to convene separate general meetings from time to time to seek
shareholders’ approval as and when such recurrent related transactions occur would not arise. Besides facilitating a
smoother and more efficient conduct of business, this would substantially reduce administrative time, inconvenience,
expenses associated with the convening of such meetings and would place the Group in a better position to leverage
and take advantage of business opportunities as and when they may arise, without compromising the corporate
objectives of the Group. The shareholders’ mandate is subject to renewal on an annual basis.
Please refer to the Circular to Shareholders dated 19 April 2023 for further details.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 185
Performance Review Statement & Achievements Governed Statements Information
STATEMENT ACCOMPANYING
THE NOTICE OF ANNUAL GENERAL MEETING
PURSUANT TO PARAGRAPH 8.27(2) OF THE MAIN MARKET LISTING
REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
There are no individuals standing for election/appointment as Directors at the 28th Annual General Meeting.
Mr Michael Jonathan Duong, Pn Aida Binti Md Daud, Mr Low Han Kee and Ms Ho Kim Poi (“Retiring Directors”) are standing for
re-election as Directors of the Company and being eligible, have offered themselves for re-election at the 28th AGM. Their
profiles can be found on pages 75, 76, 81 and 82 of the Annual Report 2022.
The Nominating Committee (“NC”) conducts a Board Effectiveness Evaluation (“BEE”) annually to determine whether the
Board, Board Committees and Directors are performing and discharging their duties effectively. The Board is satisfied with the
overall results of the BEE conducted for the financial year ended 31 December 2022.
The Retiring Directors meet the criteria prescribed under Paragraph 2.20A of the Main Market Listing Requirement (“MMLR”)
of Bursa Malaysia Securities Berhad on character, experience, integrity, competence and time to effectively discharge their
roles as Directors. None of the Retiring Directors has any conflict of interest or potential conflict of interest, including interest
in any business that is in competition with the Company or its subsidiaries.
The NC has conducted a review and assessment of the Retiring Directors in accordance with the Directors’ Fit and Proper
Policy and is satisfied that they have met the criteria prescribed by the said Policy.
Contributions and reasons for the Retiring Directors’ re-election are as follows:
Mr Michael Jonathan Duong was appointed as the Executive Director of the Company on 1 January 2017 and
redesignated as the Managing Director on 1 May 2018.
Having started his career in Amway in 2008, the Board believes that Mr Michael Jonathan Duong’s in-depth
understanding of Amway’s operations and the direct selling industry together with his strong leadership skills are all
hugely beneficial to the Company and essential to delivering the Company’s strategic priorities in the years ahead.
Pn Aida Binti Md Daud was appointed as the Non-Independent and Non-Executive Director of the Company on
21 August 2019.
With over 30 years of experience in research, company and industry analysis as well as human capital management
and talent development, the Board believes her extensive experience in the field of human resources provides a strong
addition to the skill sets on the Board.
Mr Low Han Kee was appointed Director of the Company on 6 June 1996. On 1 September 1998, he took over the
helm as the Managing Director of the Company until his retirement from this position on 31 January 2016.
The Board is of the view that his past senior leadership role combined with his sharp and incisive thinking, enables him
to bring essential insight to the Board and Audit Committee discussions.
4. Ms Ho Kim Poi
Ms Ho Kim Poi was appointed as the Independent Non-Executive Director of the Company on 15 March 2023.
The Board believes that she brings significant value to the Board with her experience of more than 30 years in finance
and human resources and strong track record in senior management and leadership roles. Ms Ho Kim Poi will take on
the role as Chairperson of the Audit Committee upon the conclusion of the 28th AGM.
The Board (save for the Retiring Directors who have abstained from deliberation on discussions relating to their own re-election),
believes that the contribution, commitment, and performance of the Retiring Directors continue to be invaluable and relevant
to the long-term sustainable goals and success of the Company and strongly supports their re-election as Directors.
186 AMWAY (MALAYSIA) HOLDINGS BERHAD
ANNUAL REPORT 2022
ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2023
ANALYSIS OF SHAREHOLDINGS
Distribution of shareholdings according to size:
SUBSTANTIAL SHAREHOLDERS
(As per Register of Substantial Shareholders)
Notes:
*i
Deemed interest by virtue of its interest in GDA pursuant to Section 8 of the Companies Act 2016.
*ii
Deemed interest by virtue of its interest in Amway Nederland pursuant to Section 8 of the Companies Act 2016.
*iii
Deemed interest by virtue of its interest in Amway International pursuant to Section 8 of the Companies Act 2016.
*iv
Deemed interest by virtue of its interest in Alticor pursuant to Section 8 of the Companies Act 2016.
*v
Deemed interest by virtue of its interest in SHI pursuant to Section 8 of the Companies Act 2016.
*vi
The equity interests in AGH are wholly held by certain trusts established by Jay Van Andel and Richard M. DeVos,
the co-founders of the AGH group of companies or members of their immediate families.
SHAREHOLDINGS OF DIRECTORS
(As per Register of Directors’ Shareholdings)
ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2023
The 28th Annual General Meeting (“AGM”) will be conducted entirely through live streaming from the Broadcast Venue.
The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires
the Chairperson of the meeting to be present at the main venue of the meeting. Shareholders will not be allowed to attend the
28th AGM in person at the Broadcast Venue on the day of the meeting.
We strongly encourage you to attend the 28th AGM via the Remote Participation and Voting (“RPV”) facilities. You may also
consider appointing the Chairperson of the Meeting as your proxy to attend and vote on your behalf at the 28th AGM.
Shareholders are to attend, speak (in the form of real time submission of typed texts) and vote (collectively, “participate”)
remotely at the 28th AGM using RPV facilities from Tricor.
Kindly refer to the Procedures for RPV as set out below for the requirements and procedures.
Procedure Action
(i) Register as a user with • Using your computer, access to website at https://tiih.online. Register as a user
TIIH Online under the “e-Services” and select “Create Account by Individual Holder”.
Refer to the tutorial guide posted on the homepage for assistance.
• Registration as a user will be approved within one (1) working day and you will
be notified via e-mail.
• If you are already a user with TIIH Online, you are not required to register as a
user again. You will receive an e-mail to notify you that the remote participation
for the 28th AGM is available for registration at TIIH Online.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 189
Performance Review Statement & Achievements Governed Statements Information
Procedure Action
(ii) Submit your request to attend • Registration is open from Wednesday, 19 April 2023 until the day of
28th AGM remotely 28th AGM on Wednesday, 24 May 2023. Shareholder(s) or proxy(ies) or
corporate representative(s) or attorney(s) are required to pre-register their
attendance for the 28th AGM to ascertain their eligibility to participate the
28th AGM using the RPV.
• Login with your user ID (i.e. e-mail address) and password and select the
corporate event:
(Registration) Amway (Malaysia) Holdings Berhad 28th AGM
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select “Register for Remote Participation and Voting”.
• Review your registration and proceed to register.
• System will send an e-mail to notify that your registration for remote
participation is received and will be verified.
• After verification of your registration against the Record of Depositors as at
16 May 2023, the system will send you an e-mail after 22 May 2023 to
approve or reject your registration for remote participation.
(Note: Please allow sufficient time for approval of new user of TIIH Online and
registration for the RPV).
On the 28th AGM Day
(i) Login to TIIH Online • Login with your user ID and password for remote participation at the 28th AGM
at any time from 8.30 a.m. i.e. 1 hour before the commencement of meeting at
9.30 a.m. on Wednesday, 24 May 2023.
(ii) Participate through • Select the corporate event:
Live Streaming (Live Stream Meeting) Amway (Malaysia) Holdings Berhad 28th AGM to
engage in the proceedings of the 28th AGM remotely.
• If you have any question for the Chairperson/Board, you may use the query
box to transmit your question. The Chairperson/Board will try to respond to
questions submitted by remote participants during the 28th AGM. If there is time
constraint, the responses will be e-mailed to you at the earliest possible, after
the meeting.
(iii) Online remote voting • Voting session commences from 9:30 a.m. on Wednesday, 24 May 2023 until a
time when the Chairperson announces the end of the session.
• Select the corporate event:
(Remote Voting) Amway (Malaysia) Holdings Berhad 28th AGM or if you are
on the live stream meeting page, you can select “GO TO REMOTE VOTING
PAGE” button below the Query Box.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
(iv) End of remote participation • Upon the announcement by the Chairperson on the conclusion of the
28th AGM, the Live Streaming will end.
In view that the 28th AGM will be conducted on a virtual basis, a member can appoint the Chairperson of the Meeting as
his/her proxy and indicate the voting instruction in the Proxy Form.
If you wish to participate in the 28th AGM yourself, please do not submit any Proxy Form for the 28th AGM. You will not be
allowed to participate in the 28th AGM together with a proxy appointed by you.
Accordingly, proxy forms and/or documents relating to the appointment of proxy/corporate representative/attorney for the
28th AGM whether in hard copy or by electronic means shall be deposited or submitted in the following manner not later than
Monday, 22 May 2023 at 9.30 a.m:
(a) By hand or post to the office of the Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur;
All shareholders can have the option to submit proxy forms electronically via TIIH Online and the steps to submit are
summarised below:
Procedure Action
Register as a user with • Using your computer, please access the website at https://tiih.online. Register
TIIH Online as a user under the “e-Services”. Please refer to the tutorial guide posted on
the homepage for assistance.
• If you are already a user with TIIH Online, you are not required to register
as a user again.
Proceed with submission of • After the release of the Notice of Meeting by the Company on Wednesday,
Proxy Form 19 April 2023, login with your username (i.e. email address) and password.
• Select the corporate event: Amway (Malaysia) Holdings Berhad
28th AGM – “Submission of Proxy Form”.
• Read and agree to the Terms and Conditions and confirm the Declaration.
• Insert your CDS account number and indicate the number of shares for your
proxy(ies) to vote on your behalf.
• Indicate your voting instructions – FOR or AGAINST, otherwise your proxy will
decide on your votes.
• Review and confirm your proxy(ies) appointment.
• Print the Proxy Form for your record.
Our Strategy and Sustainability Our Significant Events How We are Financial Other 191
Performance Review Statement & Achievements Governed Statements Information
Procedure Action
VOTING AT MEETING
The voting at the 28th AGM will be conducted on a poll pursuant to Paragraph 8.29A of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”). The Company has appointed Tricor to conduct the poll voting
electronically (“e-voting”) via Tricor e-Vote application (“Tricor e-Vote App”) and Coopers Professional Scrutineers Sdn Bhd as
Independent Scrutineers to verify the poll results.
Shareholders can proceed to vote on the resolutions before the end of the voting session which will be announced by the
Chairperson of the Meeting and submit your votes at any time from the commencement of the 28th AGM at 9.30 a.m. Kindly
refer to “Procedures for Remote Participation and Voting via RPV Facilities” provided above for guidance on how to vote
remotely via TIIH Online.
ANNUAL REPORT
The Annual Report is available on:
You may request for a printed copy of the Annual Report at https://tiih.online by selecting “Request for Annual Report”
under the “Investor Services”.
Kindly consider the environment before you decide to request for the printed copy of the Annual Report. The environmental
concerns like global warming, deforestation, climate change and many more affect every human, animal and nation on this
planet.
Amway (Malaysia) Holdings Berhad would like to thank all its shareholders for their co-operation and understanding in these
challenging times.
ENQUIRY
If you have any enquiry prior to the meeting, please call our Share Registrar, Tricor at +603-2783 9299 during office hours
i.e. from 8.30 a.m. to 5.30 p.m. (Monday to Friday, except on public holidays).
PROXY FORM
No. of shares held CDS Account No. AMWAY (MALAYSIA) HOLDINGS BERHAD
Registration No: 199501011153 (340354-U)
(Incorporated in Malaysia)
___________________________________________________________________________________________________________________________________
Full Name (in Block and as per NRIC/Passport) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
and
Full Name (in Block and as per NRIC/Passport) NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
or failing ^him/her, the Chairperson of the Meeting, as ^my/our proxy/proxies to vote for ^me/us and on ^my/our behalf at the 28th Annual General Meeting (“AGM”) of
the Company which will be conducted entirely through live streaming from the broadcast venue at Van Andel & DeVos Training Centre, Amway (Malaysia) Sdn. Bhd.,
28, Jalan 223, 46100 Petaling Jaya, Selangor Darul Ehsan, Malaysia (“Broadcast Venue”) on Wednesday, 24 May 2023 at 9.30 a.m. or any adjournment thereof,
and to vote as indicated below:
(Please indicate with an “X” in the space provided whether you wish your votes to be cast for or against the resolutions. In the absence of specific direction,
your proxy will vote or abstain as he/she thinks fit.)
* Manner of execution:
(a) If you are an individual member, please sign where indicated.
(b) If you are a corporate member which has a common seal, this proxy form should be executed under seal in accordance with the constitution of your corporation.
(c) If you are a corporate member which does not have a common seal, this proxy form should be affixed with the rubber stamp of your company (if any) and
executed by:
(i) at least two (2) authorised officers, of whom one shall be a director; or
(ii) any director and/or authorised officers in accordance with the laws of the country under which your corporation is incorporated.
Notes:
1. IMPORTANT NOTICE 10. The appointment of a proxy may be made in a hard copy form or by electronic means
The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of in the following manner and must be received by the Company not less than forty-eight
the Companies Act 2016 which requires the Chairperson of the meeting to be present (48) hours before the time appointed for holding the AGM or adjourned general meeting
at the main venue of the meeting. at which the person named in the appointment proposes to vote:
Shareholders will not be allowed to attend the 28th AGM in person at the Broadcast (i) In hard copy form
Venue on the day of the meeting. In the case of an appointment made in hard copy form, the proxy form must be
deposited with the Share Registrar of the Company at Tricor Investor & Issuing
Shareholders are to attend, speak (in the form of real time submission of typed texts) House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite,
and vote (collectively, “participate”) remotely at the 28th AGM using the Remote Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia
Participation and Voting facilities (“RPV”) provided by Tricor Investor & Issuing House or alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical
Services Sdn. Bhd. via its TIIH Online website at https://tiih.online. Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Please read these Notes carefully and follow the procedures in the Information Malaysia.
for Shareholders on 28th AGM in order to participate remotely via RPV. (ii) By electronic means
2. For the purpose of determining who shall be entitled to participate in this AGM The proxy form can be electronically lodged with the Share Registrar of the
via RPV, the Company shall be requesting Bursa Malaysia Depository Sdn. Bhd. to Company via TIIH Online at https://tiih.online. Kindly refer to the Information for
make available to the Company, the Record of Depositors as at 16 May 2023. Only Shareholders on the procedures for electronic lodgement of proxy form via
a member whose name appears on this Record of Depositors shall be entitled to TIIH Online.
participate in this AGM via RPV. 11. Please ensure ALL the particulars as required in the proxy form are completed, signed
3. A member who is entitled to participate in this AGM via RPV is entitled to appoint and dated accordingly.
a proxy or attorney or in the case of a corporation, to appoint a duly authorised 12. Last date and time for lodging the proxy form is Monday, 22 May 2023 at 9.30 a.m.
representative to participate in his/her place. A proxy may but need not be a member of
the Company. 13. Any authority pursuant to which such an appointment is made by a power of attorney
must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing
4. A member of the Company who is entitled to attend and vote at a general meeting of House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite,
the Company may appoint not more than two (2) proxies to participate instead of the Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or
member at the AGM. alternatively, the Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium,
5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less
hands shall be in accordance with the listing requirements of the stock exchange. than forty-eight (48) hours before the time appointed for holding the AGM or adjourned
general meeting at which the person named in the appointment proposes to vote.
6. Where a member of the Company is an authorised nominee as defined in the Securities A copy of the power of attorney may be accepted provided that it is certified notarially
Industry (Central Depositories) Act 1991 (“Central Depositories Act”), it may appoint and/or in accordance with the applicable legal requirements in the relevant jurisdiction
not more than two (2) proxies in respect of each securities account it holds in ordinary in which it is executed.
shares of the Company standing to the credit of the said securities account.
14. For a corporate member who has appointed an authorised representative, please
7. Where a member of the Company is an exempt authorised nominee which holds deposit the ORIGINAL certificate of appointment of authorised representative with the
ordinary shares in the Company for multiple beneficial owners in one securities account Share Registrar of the Company at Tricor Investor & Issuing House Services Sdn. Bhd.,
(“omnibus account”), there is no limit to the number of proxies which the exempt Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South,
authorised nominee may appoint in respect of each omnibus account it holds. No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer
An exempt authorised nominee refers to an authorised nominee defined under the Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
Central Depositories Act which is exempted from compliance with the provisions of No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The certificate of appointment of
Section 25A(1) of the Central Depositories Act. authorised representative should be executed in the following manner:
8. Where a member appoints more than one (1) proxy, the proportion of shareholdings (i) If the corporate member has a common seal, the certificate of appointment of
to be represented by each proxy must be specified in the instrument appointing the authorised representative should be executed under seal in accordance with the
proxies. constitution of the corporate member.
9. A member who has appointed a proxy or attorney or authorised representative to (ii) If the corporate member does not have a common seal, the certificate of
participate at the 28th AGM via RPV must request his/her proxy or attorney or authorised appointment of authorised representative should be affixed with the rubber stamp
representative to register himself/herself for RPV via TIIH Online website at of the corporate member (if any) and executed by:
https://tiih.online. Procedures for RPV can be found in the Information for Shareholders
on 28th AGM. (a) at least two (2) authorised officers, of whom one shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the
country under which the corporate member is incorporated.
AFFIX STAMP