Amelia Tee Hong Geok Abdullah JC:

(1) The Plaintiff, PB Securities Sdn. Bhd., now known as Public Investment Bank Berhad, is a stock broking company and a member of the Kuala Lumpur Stock Exchange. The Defendant, Ho Say Fong, was a former employee of the Plaintiff, employed as a Paid Dealer's Representative.

(2) The Plaintiff's claim against the Defendant is for a sum of RM 6,921,230.04, outstanding interest amounting to RM1,032,374.20 as at 13.11.1998, interests and costs arising from an indemnity given by the Defendant under an agreement dated 19.12.1994 whereby the Defendant had allegedly agreed to indemnify the Plaintiff for any losses or liability arising from, inter alia , the failure of the client handled by the Defendant to pay for his trades. In the alternative, the Plaintiff contends that for every customer's account that was opened, the Defendant had agreed to be responsible for any debts owing by the customer.

(3) The Plaintiff's claims in paragraphs 4 & 5 of the Statement of Claim were disputed by the Defendant. Instead, the Defendant contends that the indemnity provision referred to in paragraph 4 was not part of the agreement of 19.12.1994. She further contends that the application for the opening of the account of Joseph Lee Yoke Min was not undertaken by her but by another Dealer's Representative named Gary Tan on 6.3.1995 and that the purported immunity was given by the said Gary Tan. The Defendant contends that she was employed as a Paid Salaried Dealer's Representative to look after the institutional clients of the Plaintiff as opposed to a commissioned dealer's representative or remisier.

(4) The Defendant further contends that the alleged debt of RM 6,921,230.40 and interest of RM1,032,374.20 as at 13.11.1998 and still continuing, allegedly incurred by Joseph Lee Yoke Min, was disputed by the said Joseph Lee Yoke Min.

(5) The Defendant counterclaimed against the Plaintiff for a sum of RM 549,871.48 being amounts allegedly deducted from monies due to her which she claimed should have been borne by the Plaintiff.

(6) The Plaintiff's defence to the counterclaim was that the Incentive Bonus Scheme ("IBS") was a discretionary scheme and that a dealer was only entitled to the bonus where the nett profit of the Plaintiff generated from the trades of clients managed by the dealer is more than the sum total of the dealer's monthly salary and all other expenses and outgoings, including contra losses incurred by the dealer. The Plaintiff contends that the deductions made by them were permitted deductions under the IBS and that they were not in breach of any laws.

(7) The Plaintiff called five witnesses from Public Investment Bank, namely:-

(i) Goh Keat Lye, the Manager of the Credit Department;

(ii) Lim Jit Seng, its Deputy General Manager;

(iii) Omar bin Abdul Aziz, the Senior Manager for Institutional Sales;

(iv) Cheah Boey Lay, an Executive in the Business Processing Department; and

(v) Mariah bind Ahmad, an Executive in the Contracts Department.

(8) The Defendant did not call any witness but relied solely on her own evidence in support of her case.

(9) It is clear from the evidence adduced by the Plaintiff's witnesses supported by documentary evidence that the Defendant was offered employment by the Plaintiff as a Senior Manager, Institutional Sales, at a monthly basic salary of RM5000.00 per month vide an Offer of Employment dated 19.12.1994. The Defendant accepted the offer as evidenced by her acceptance with her signature at page 64. The acceptance is dated 20.12.1994. It is noted that the clause on 'Benefits and other terms and conditions' states that her other terms and conditions of employment would be as indicated in 'the attached Appendix I'. These other terms and conditions are as set out in pages 68-74 of Bundle B.

(10) The Defendant has alleged that she was never given Appendix I. In determining whether this evidence is acceptable, I have considered the fact that when she signed and accepted the Offer of Emp