Tan Soon Hong. profile of board of directors

Transcription

1 profile of board of directors Tan Soon Hong Tan Soon Hong, aged 79, a Malaysian, is the founder of the Company and was appointed to the Board of Directors on 7 August He was appointed as the Executive Chairman of TSH on 8 June He formed TSH in 1979 to assume the business of marketing and distribution of cocoa of Tan Soon Hong Enterprise Sdn. Bhd., which he founded thirty (30) years ago. He is one of the pioneers in the Malaysian cocoa industry with considerable experience and expertise in the business of promoting cocoa beans and its products, plantation management, manufacturing, warehousing and marketing. He is the father of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong, Tan Aik Sim and Tan Aik Yong. He has no conflict of interest with the Company and has no convictions for offences within the past ten (10) years. 18

2 profile of board of directors (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 Datuk (Dr.) Kelvin Tan Aik Pen Datuk (Dr.) Kelvin Tan Aik Pen, PGDK, aged 50, a Malaysian, is the Group Managing Director of TSH Resources Berhad and the Chairman of the Employees Share Option Scheme Committee. He was appointed to the Board of Directors of the Company on 17 January He is also the Group Managing Director of Ekowood International Berhad effective 21 June 1994 and appointed Managing Director of Sinora Industries Berhad effective 7 December He sits on the board of a list of private companies including Penang Port Sdn Bhd, where he is appointed by the Minister of Finance. Datuk (Dr.) Kelvin Tan has more than twenty five (25) years experience in resource based industry, which includes extensive working knowledge in international trade practices. He worked with the Cocoa Association of London in 1983 and was the only Malaysian selected by the United Nations Conference on Trade and Development to represent Malaysia at the cocoa conference held in Paris, New York and London in He was the Chairman of the Malaysian Cocoa Board for 8 consecutive years from He serves as Honorary Director of Sabah Independent High School. Recognizing the importance of R&D through his many agriculture and forestry ventures, he is devoting his attention to institution of higher learning by contributing towards the establishment of a Professorial Chair named after him in Forestry (Natural Product) at Universiti Malaysia Sabah. As recognition for the many contributions to environmental conservation and forestry, Datuk (Dr.) Kelvin Tan was conferred an Honorary Doctorate in Philosophy (Agroforestry) by Universiti Malaysia Sabah on 3 September He is the brother of Tan Aik Kiong, Tan Aik Sim and Tan Aik Yong and son of Tan Soon Hong. He has no conflict of interest with the Company and has no convictions for offences within the past ten (10) years. 19

3 profile of board of directors (cont d.) Tan Aik Sim Tan Aik Sim, aged 44, a Malaysian, was appointed as an Executive Director of TSH on 27 February 1992 and promoted as the Chief Executive Officer on 1 September He also serves as a member of the Employees Share Option Scheme Committee. He is currently the Chief Executive Officer of Ekowood International Berhad and sits on the board of various subsidiary companies within the Group and other private limited companies. He obtained Bachelor Degrees in both Economics and Engineering from Monash University, Australia in As Assistant General Manager of CocoaHouse Industries Sdn Bhd from 1989 to 1990, he has gained experience and expertise in general management, manufacturing and marketing. He was also heavily involved in setting up TSH Industries Sdn Bhd s manufacturing facilities in 1993 and its subsequent operation. He played a leading role in the listing of TSH Resources Berhad in He was appointed to Ekowood to spearhead the establishment of the integrated timber complex from a green field site. As CEO of Ekowood, he has played a pivotal role in the rapid growth of Ekowood to a brand to be reckoned with in the engineered hardwood flooring industry. He is also instrumental in developing Ekowood international marketing network and developing it into an award-winning internationally-recognised brand. He is the brother of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong and Tan Aik Yong and son of Tan Soon Hong. He has no conflict of interest with the Company and has no convictions or offences within the past ten (10) years. 20

4 profile of board of directors (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 Dato Leong Leong Khee Seong Dato Leong Leong Khee Seong, aged 69, a Malaysian, was appointed as an Independent Non-Executive Director of the Company on 1 December He was the Deputy Minister of Primary Industries from 1974 to 1978 and subsequently promoted as the Minister from 1978 to He was a member of Parliament from 1986 to Prior to his political career, he was a substantial shareholder of his family s private limited companies involved in general trading. Between 1986 and 1990, he was the Chairman of the General Agreement on Tariffs and Trade s Negotiating Committee on Tropical Products (1986 to 1990) and Chairman of the Group of 14 on Asean Economic Cooperation and Integration (1986 to 1987). He was an independent non-executive director of Sin Chew Media Corporation Berhad when he resigned on 31 March He is currently the Executive Chairman of Nanyang Press Holdings Berhad and independent non-executive director of Airasia Berhad. He does not have any family relationship with any other Director and/or other major shareholders of the Company and has no conflict of interest with the Company. He has no convictions for offences within the past ten (10) years. 21

5 profile of board of directors (cont d.) YB. Datuk Nur Jazlan bin Mohamed YB. Datuk Nur Jazlan bin Mohamed, aged 42, a Malaysian, was appointed as an Independent Non-Executive Director of TSH on 9 October He also serves as a member of the Audit Committee. He is a Fellow member of the Association of Chartered Certified Accountants (ACCA), United Kingdom. He is also a Council Member and the Chairman of Public Relations Committee of Malaysian Institute of Accountants as well as Council Member of the Asean Federation of Accountants. YB. Datuk Nur Jazlan has a broad range of work experience mainly in property development, construction, hotel management, furniture manufacturing and telecommunications. In addition to his corporate experience in the financial arena, YB. Datuk Nur Jazlan is also active in politics. He is the Head of UMNO Pulai, Johor and also Chairman of Barisan Nasional for the division. He was an EXCO Member of UMNO Youth from 1996 until He was re-elected as Member of Parliament for Pulai parliamentary constituency (Johor) in the general election held in March YB. Datuk Nur Jazlan is also a Director of Ekowood International Berhad, United Malayan Land Bhd, Telekom Malaysia Berhad, Prinsiptek Corporation Berhad and Jaycorp Berhad, all of which are listed on the Main Board of Bursa Malaysia Securities Berhad. He also sits on the Board of several other private limited companies. He has no conviction for any offence within the past 10 years and has no family relationship with any Director or major shareholder of the Company nor any conflict of interest with the Company. 22

6 profile of board of directors (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 Datuk Jaswant Singh Kler Datuk Jaswant Singh Kler, aged 67, a Malaysian, was appointed as an Independent Non-Executive Director on 1 February He also serves as the Chairman of the Remuneration Committee and member of the Audit Committee, Nomination Committee and Employees Share Option Scheme Committee. He is an Associate member of the Incorporated Society of Planters. He has been playing an active role as a senior member of the planting fraternity in Malaysia for the past twenty-three (23) years. He also sits on the Board of Institute for Development Studies (Sabah) and Sinora Industries Berhad. He holds directorship positions in various subsidiary companies of TSH Group and also several other private limited companies. Notably, he was the Chairman of the East Malaysia Planters Association for sixteen (16) years from He was an independent non-executive director of Kwantas Corporation Berhad and an executive director of Bena Plantation Sdn. Bhd. ( BENA ) when he left in 2006 and 1984 respectively. During that period, he was also appointed as a director of Saudi Sabah Palm Oil Corporation Sdn. Bhd., which was the first palm oil refinery in Sabah. He started his planting career with BAL Plantation Sdn. Bhd., as a cadet in 1960 and left as a senior manager to join BENA in 1977 as general manager for the plantation project. He now manages his own plantation consultancy business under Agri Cek Sdn. Bhd. and is a consultant to Smith Gore, a property valuation firm. He is also as an advisor for Incorporated Society of Planters Sabah-Tawau Branch. He participates actively as a committee member of the Malaysian International Chamber of Commerce & Industry of Sabah Branch and as a committee member for Human Resources and also on the Home Affairs of MICCI standing committee. He was on the Sabah Business Council sub-committee on Human Resources and Agricultural, Food & Poverty Eradication and Sabah BIMP-EAGA Council previously. He was a member of Jawatankuasa Khas Pengangguran Siswazah in Universiti Malaysia Sabah. He is also a life member of Agricultural Institute of Malaysia. He does not have any family relationship with any other director and/or other major shareholders of the Company and has no conflict of interest with the Company. He has no convictions for offences within the past ten (10) years. 23

7 profile of board of directors (cont d.) William Tully William Tully, OBE, ASDK, ADK, aged 76, a Briton with permanent resident status in Malaysia, was appointed as an Independent Non- Executive Director of TSH on 30 April He also serves as the Chairman of the Audit Committee and Nomination Committee and member of the Remuneration Committee. He also sits on the board of several other private limited companies. He is an Associate member and Fellow of the Incorporated Society of Planters and graduated with a Diploma in Particulture. He has resided in Malaysia since 1954 and has extensive business knowledge accumulated over forty (40) years of experience in the Malaysian plantation industry. He was the managing director of BAL Plantation Sdn. Bhd. ( BAL ) from June 1983 to June 1993 and prior to being appointed as the managing director, he was the general manager since BAL had approximately 16,200 hectares of cocoa, palm oil and rubber plantations and was recognised as one of the leading plantation companies in Sabah in the development of cocoa seeds and clonal planting material to meet the demands of planting material in Sabah. He was the Chairman of the East Malaysia Planters Association for five (5) years from 1973 to 1977, the Chairman of the East Malaysia Palm Oil Producers Association for eight (8) years from 1976 to 1983 and was also the Chairman of the Sabah Employers Consultative Association and a member of the Malaysian Cocoa Board. He also represented the plantation industry in several other councils and committees relating to the plantation industry and actively participated in the proceedings of these organisations. He does not have any family relationship with any other Director and/or other major shareholder of the Company and has no conflict of interest with the Company. He has no convictions for offences within the past ten (10) years. 24

8 profile of board of directors (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 Tan Aik Kiong Tan Aik Kiong, aged 48, a Malaysian, was appointed as an Executive Director of TSH on 25 November He is currently the Director of Operations and sits on the board of various subsidiary companies of TSH and also holds directorship in other private limited companies. He joined the Company in 1987 as Shipping Manager and was promoted to Director of Operations in He obtained a Master degree in Civil Engineering, majoring in Construction Management, from the University of Oklahoma, United States of America ( USA ) in Prior to joining the Company in 1987, he worked with Prudential Bache Ltd., an established brokerage and commission house in 1986 and subsequently with Ameroid Services Pte. Ltd., an independent warehousing company in Singapore. He is the brother of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Sim and Tan Aik Yong and son of Tan Soon Hong. He has no conflict of interest with the Company and has no convictions for offences within the past ten (10) years. 25

9 profile of board of directors (cont d.) Lim Fook Hin Lim Fook Hin, aged 59, a Malaysian, was appointed as an Executive Director of TSH on 9 May He also serves as a member of the Remuneration Committee and Employees Share Option Scheme Committee. He is currently the Executive Director of Ekowood International Berhad and Sinora Industries Berhad. He also sits on the board of some subsidiary companies within the TSH Group and also holds directorship in other private limited companies. He is a member of the Malaysian Institute of Certified Public Accountants. After qualifying as a member of the ICAEW, he joined Coopers & Lybrand as an audit senior in 1976 and was transferred to Coopers management consultancy services in He joined the Commonwealth Development Corporation in 1978 and was seconded to Sarawak Oil Palm Sdn. Bhd. as the company secretary. He joined BAL Plantation Sdn. Bhd. in 1981 as the financial controller until His main responsibility included financial management, merger and acquisition and commodity marketing. He was the Chief Executive of United Palm Oil Industries PLC ( UPOIC ), a company listed on the Stock Exchange of Thailand before joining TSH in He does not have any family relationship with any other Director and/or other major shareholders of the Company and has no conflict of interest with the Company. He has no convictions for offences within the past ten (10) years. 26

10 profile of board of directors (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 Tan Aik Yong Tan Aik Yong, aged 39, a Malaysian, was appointed as an Alternate Director on 4 July He is a non-practising barrister with a degree in bachelor of Laws (LLB) from Queen Mary College, University of London. He qualified as a Chartered Financial Analyst (CFA) in His career started with a law firm in Kuala Lumpur and he has since spent about 10 years in investment banking activities in the region. He was a senior manager in United Overseas Bank Group prior to joining TSH Group to handle investment planning, corporate and financing matters in He also sits on the board of Ekowood International Berhad as an Alternate Director and various subsidiary companies within the Group and holds directorship in other private limited companies. He is the brother of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Sim and Tan Aik Kiong and son of Tan Soon Hong. He has no conflict of interest with the Company and has no convictions for offences within the past ten (10) years. 27

11 five-year financial highlights financial year ended 31 december INCOME STATEMENT All figures in RM Revenue 402, , , , ,542 Profit Before Taxation 52,015 85,896 52,212 77, ,319 Profit After Taxation 41,869 76,104 37,388 73, ,832 Profit attributable to equity holders 40,316 73,906 31,052 63,454 94,881 BALANCE SHEET All figures in RM Share Capital 97, , , , ,419 Shareholders funds 275, , , , ,521 Total Assets 483, , , ,074 1,188,118 PER SHARE DATA Earnings per share (sen) * Basic Diluted Net tangible assets per share (RM) * * Comparative figures have been adjusted to take into effect on the subdivision of ordinary shares of RM0.50 each for every one ordinary share of RM1 each in ,000 1,200,000 1,188, , ,521 1,000, , , , , , , , , , , , , ,000 Shareholders funds (RM 000) 0 Total Assets (RM 000) 200, ,000, , , , , , , , , ,000 80,000 85,896 77, , ,504 60,000 52,015 52, Revenue (RM 000) 200, Profit Before Taxation (RM 000) 40,000 20,

12 statement of corporate governance TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 The Board of Directors of TSH recognises that exercise of good corporate governance in conducting the business and affairs of the Company with integrity, transparency and professionalism are key components for the Company s continued progress and success. These will not only safeguard and enhance shareholders investment and value but will at the same time ensure that the interests of other stakeholders are protected. The Board is therefore committed to support recommendations of the Malaysian Code on Corporate Governance (Revised 2007) ( the Code ) which came into effect on 1 October 2007 and the Company has complied with the Principles and Best Practices of the Code as set out in Part 1 and 2 of the Code as follows:- A. BOARD OF DIRECTORS Board Composition The Board comprises nine (9) members and one (1) alternate director of which four (4) are Independent Non-Executive Directors, five (5) Executive Directors, including Chairman, Managing Director and Chief Executive Officer. The Board s composition represents a mix of knowledge, skills and expertise relevant to the diversified activities of the Group. Collectively Mr Tan Soon Hong and his family constitute significant shareholder of the Company but with less than majority. The Board is of the view that board composition fairly reflects the investment in the Company by shareholders other than the significant shareholder. Of the total nine (9) Board members, four (4) are Independent Directors and one (1) Executive Director who are not related to the significant shareholder. The roles of the Chairman, Managing Director and Chief Executive Officer are separately and clearly defined and the positions are individually held by three (3) persons. Generally, the Executive Directors are responsible for making and implementing operational and corporate decisions and Non-Executive Directors play key supporting roles, contributing knowledge and experience towards the formulation of policies and in decision-making process. Where a potential conflict of interest may arise, it is mandatory practice for the director concerned to declare his interest and abstain from the decision-making process. Board Meetings The Board meets regularly at least four (4) times a year. Additional meetings will be convened as and when required. In the intervals between Board meetings, for exceptional matters requiring urgent Board decision, Board approvals are sought via circular resolutions, which are supported with sufficient information required to make an informed decision. During the financial year, the Board met four (4) times, whereat it deliberated and considered various matters including the Group s financial results, major investment and strategic decisions, business plan and direction of the Group. Details of attendance of each Board member were as follows: 29

13 statement of corporate governance (cont d.) Name 28/02/07 24/05/07 16/08/07 15/11/07 Total Tan Soon Hong P P P P 4/4 Datuk (Dr.) Kelvin Tan Aik Pen P P P P 4/4 Tan Aik Sim P P P P 4/4 YB. Datuk Nur Jazlan bin Mohamed (Appointed on 9 October 2007) P 1/1 Dato Leong Leong Khee Seong - P P P 3/4 Datuk Jaswant Singh Kler P P P P 4/4 William Tully P P P P 4/4 Tan Aik Kiong P - P P 3/4 Lim Fook Hin P P P P 4/4 Tan Aik Yong * * * * * (Alternate to Datuk (Dr.) Kelvin Tan Aik Pen) * As an Alternate Director, he only needs to attend Board Meetings in the absence of Datuk (Dr.) Kelvin Tan Aik Pen. Principal responsibilities of the Board The main responsibilities of the Board comprise the followings:- Setting the objectives, goals and strategic plan for the Company with a view to maximizing shareholder value; Adopting and monitoring progress of the Company s strategic, budgets, plans and policies; Overseeing the conduct of the Company s business to evaluate whether the business is being properly managed; To consider and approve reserved matters covering corporate policies, material investment and acquisition/ disposal of assets; Identifying principal risks and ensure implementation of appropriate systems to manage these risks; Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior management; Developing and implementing an investor relations programme or shareholder communications policy for the Company; and Reviewing the adequacy and the integrity of the Company s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. Directors Training All Directors receive full and appropriate briefing on first appointment, with subsequent updating as necessary. All members of the Board have attended the Mandatory Accreditation Programme training as required by the Listing Requirements of the Bursa Malaysia Securities Berhad ( Bursa Malaysia ). For the year under review, all Directors except Mr Tan Soon Hong had attended various appropriate seminars, courses or in-house training to keep abreast of changes in the industry. 30

14 statement of corporate governance (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 The seminars, courses or in-house training attended by the Directors during the year, collectively or individually included the followings: No. of hours/ Title of Workshop/Course/Seminar Type of training days spent TSH One Approach 6th TM Industry Workshop TM Group Leaders Convention 2007 World Islamic Ecomonic Forum CommunicAsia 2007 Conference Asean 100 Leadership Forum GSMA Mobile Asia Congress th Asian Federation Accountants Conference MPOB International Palm Oil Congress (PIPOC 2007) PORAM Annual Forum 2007 Audit Committees Crucial Updates 2007 Conference How to Find the Land Mines in Financial Accounts Ernst & Young Budget Seminars Investor Relations: A Practical Approach The World Chinese Newspaper Conference Eighth Annual Asian Pulp and Paper Outlook Conference Malaysian Media Congress & Media Market Expo Tokyo Stock Exchange Seminar Alternative Listing Opportunities for Malaysian Companies In-house brainstorming session Workshop Convention Forum Conference Forum Congress Conference Congress Forum Conference Workshop Seminar Seminar Conference Conference Congress Seminar 1 day 2 days 1 day 2 days 2 days 2 days 4 days 2 days 5 days 1 day 1 day 1 day 1 day 1 day 2 days 3 days 2 days 1 day Mr Tan Soon Hong did not attend any seminar during the year as there was no relevant seminar conducted in Mandarin. Supply of Information All Directors are provided with an agenda and a set of Board papers containing information relevant to the business of the meeting, including information on financial, operational and corporate matters prior to Board meetings. The Board papers are issued in sufficient time to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed before the meetings. The Directors have access to all information within the Company, whether as a full board or in their individual capacity, to the extent that the information required is pertinent to the discharge of their duties as Director and is for the benefit of the Company. In addition, there are matters reserved specifically for the Board s decision, including the approval of corporate proposals, plans and annual budgets, acquisitions and disposals of undertakings and properties of a substantial value, major investments and financial decisions and changes to the management and control structure within the Group, including key policies and procedures and delegated authority limits. 31

15 statement of corporate governance (cont d.) The Board has also put into place a procedure for Directors, whether as a full Board or in their individual capacity, to take independent professional advice at the Company s expense, if necessary. All Directors have access to the advice and services of the Company Secretaries in carrying out their duties. The appointment and removal of Company Secretaries are matters for the Board as a whole. Re-election of Directors In accordance with the Company s Articles of Association, all Directors shall retire from office once at least in each three (3) years, but shall be eligible for re-election. An election of Directors shall take place each year. Directors over seventy years are subject to re-appointment annually in accordance to Section 129(6) of the Companies Act, Committees established by the Board The Board has delegated certain responsibilities and duties to the Board Committees as well as Management Committees which operate within clearly defined terms of reference. These Committees are:- Audit Committee The Audit Committee comprises three (3) members, all of whom are Independent Non-Executive Directors. The terms of reference include review of the Group s quarterly results and year-end financial statements, prior to approval by the Board and review of major audit findings and management s response during the year with management, External Auditors and Internal Auditor including the status of previous audit recommendations. The Audit Committee is authorised by the Board to investigate any matter within its terms of reference and to have the resources in order to perform its duties and responsibilities as set out in its terms of reference. The Audit Committee Report for the financial year pursuant to Paragraph of the Bursa Malaysia Listing Requirements is set out in the ensuing pages of this Annual Report. Nomination Committee In compliance with the Code, the Board has established a Nomination Committee on 26 June The Board has delegated to the Nomination Committee the responsibility for considering the appointment of Directors, for identifying and selecting potential new Directors and for proposing to the Board, the appointment of new Directors. In making its recommendations, the Nomination Committee will consider the candidates skills, knowledge, expertise and experience, professionalism, intergrity and in the case of candidates for the position of independent non-executive directors, the Nomination Committee will also evaluate the candidates ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors. The Nomination Committee comprises the following members: 32 William Tully Datuk Jaswant Singh Kler - Chairman, Independent Non-Executive Director - Member, Independent Non-Executive Director

16 statement of corporate governance (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 The Company Secretaries shall ensure that all appointments are properly made and all necessary information is obtained from Directors, both for the Company s own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Bursa Malaysia Listing Requirements or other statutory requirements. During the financial year ended 31 December 2007, the Nomination Committee reviewed the required mix of skills and experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board and was of the view that all Non-Executive Directors have extensive experience in managing substantial business entities covering the core business of the Group as well as knowledge and experience in finance and investment decision analysis. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions are properly documented. The Nomination Committee also evaluated the effectiveness of the Board as a whole, the various Committees and assessing the contribution of each individual Director. Good and effective communications were established among Board members and Board Committee members on official and unofficial basis and major policies and corporate proposals are vigorously debated and scrutinised before putting to a vote. All members of the Board and the Committees have been diligent and exercised due reasonable care in discharging their duties and responsibilities, include inter alia:- G G G G G The Board reviewed the Group s operation in particular comparison of actual results with budget. Where deemed necessary, explanations for variances are sought from management. Proposal submitted by management are extensively reviewed and debated; in particular the Board had deliberated at length the Group s expansion of plantation activities into Indonesia. At each Audit Committee meeting, the Internal Audit Manager personally reports audit findings, audit recommendations and management s response. The Audit Committee will give their views on each aspect of the audit findings and recommend further follow up measure where necessary. Annual audit plan is approved by the Audit Committee. The Board also critically reviews management s performance in term of benchmarking comparison with other prominent industry players and budget. The Remuneration Committee assists the Board in developing a policy on remuneration of Directors to attract and retain directors and ensure that rewards and remuneration packages are commensurate with each of their expected responsibilities and contribution to growth and profitability of the Company. The Committee makes recommendations to the Board on the appropriate levels and forms of remuneration for Directors. Risk Management Committee assists the Audit Committee in ensuring an effective process to continuously identify, assess and manage risks and reviews the efficacy of internal controls within the Group. ESOS Committee administers the Company s ESOS Scheme in accordance with ESOS By-Laws and to determine the participation, eligibility, option offers and share allocations (based on the performance, seniority and no. of years of service) and to attend to such other matters as may be required. Corporate Governance Committee reviews and formulates all corporate governance policies and procedures for Board s consideration and monitor compliance. 33

17 statement of corporate governance (cont d.) Employees Share Option Scheme ( ESOS ) Committee The ESOS Committee administers the Company s Employees Share Option Scheme ( the Scheme ) established on 1 March 2002 and will be in force for a period of ten (10) years from the date thereof. The ESOS Committee comprises the following members:- Datuk (Dr.) Kelvin Tan Aik Pen Datuk Jaswant Singh Kler Tan Aik Sim Lim Fook Hin - Chairman, Managing Director - Member, Independent Non-Executive Director - Member, Chief Executive Officer - Member, Executive Director The ESOS Committee has the power to administer the Scheme and to issue shares in respect of the ESOS at any time upon such terms and conditions in accordance with the provisions of the By-Laws as approved by the relevant authorities and for such purposes as the ESOS Committee may deem fit provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company at the time of offer. Remuneration Committee In compliance with the Code, the Board has established a Remuneration Committee on 26 June 2001, comprising two (2) Independent Non-Executive Directors and one (1) Executive Director, namely:- Datuk Jaswant Singh Kler William Tully Lim Fook Hin - Chairman, Independent Non-Executive Director - Member, Independent Non-Executive Director - Member, Executive Director The Remuneration Committee s primary responsibility is to recommend to the Board the remuneration of the Executive Directors and senior management staff at director level in all its forms, drawing from outside advice as necessary. The Executive Directors play no part in deciding their own remuneration and the Directors concerned shall abstain from all discussion pertaining to their remuneration. The Board as a whole determines the remuneration package of Non-Executive Directors. Corporate Governance Committee A Corporate Governance Committee was established on 2 February 2005 comprising Tan Aik Sim, Lim Fook Hin, Tan Aik Yong and Chow Yeen Lee and given the responsibility to look into corporate governance issues and to formulate proposal on policies and procedures for Board s consideration. Risk Management Committee The Risk Management Committee was established to oversee the implementation of the risk management system in the Group. The Committee comprising Lim Fook Hin, Tan Aik Yong and Ronald Chow Tiam Poh reports to the Audit Committee and assists the Audit Committee in overseeing the management of risk issues and reviews the efficacy of internal controls within the Group. 34

18 statement of corporate governance (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 B. DIRECTORS REMUNERATION The details of the remuneration of the Directors of the Company for the financial year under review are as follows:- 1. Aggregate remuneration of the Directors categorised into appropriate components:- Total per annum for the financial year ended 31 December 2007 Remuneration Packages Executive Directors Non-Executive Directors RM 000 RM 000 Directors Fees Salaries & other emoluments 3,118 - Bonus Defined contribution plan Benefits-in-kind TOTAL 5, The number of Directors whose total remuneration fall within the following bands:- Number of Directors Range of Remuneration Executive Non-Executive Below RM50,000-5 RM100,001 - RM150, RM350,001 - RM400, RM500,001 - RM550, RM650,001 - RM700, RM1,050,001 - RM1,100, RM1,100,001 - RM1,150, The Company does not consider disclosure of details of remuneration of each Director to be appropriate. C. RELATIONSHIP WITH SHAREHOLDERS Relationship with Shareholders and Investors TSH recognises the importance of establishing a direct line of communication with shareholders and investors through timely dissemination of information on the Group s performance and major development via appropriate channels of communication. 35

19 statement of corporate governance (cont d.) Dissemination of information includes distribution of Annual Report and relevant circulars, issuance of press releases, quarterly financial performance of the Company and TSH Group to the Bursa Malaysia, Securities Commission and the public as well as press conference. The Board has appointed William Tully, a senior Independent Non-Executive Director to whom concerns may be conveyed. At all times, shareholders may contact the Company Secretaries for information on the Company. In addition, the Group maintains a website at for shareholders and the public to access information on amongst others, the Group s background, business activities and products, social responsibility, updates on its various news and events and financial performance. Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) The Chairman and the Board encourage shareholders to attend and participate in the AGM and EGM. The shareholders are given the opportunity to seek clarification on any matters pertaining to the business and financial performance of the Company. Members of the Board as well as the External Auditors and Representatives from the Share Registrar of the Company are present to answer questions raised at the meeting. Resolutions tabled and passed at the meeting are released to the Bursa Malaysia on the same day to enable the public to know the outcome. A press conference is usually held immediately after the AGM or EGM where questions on the Group s activities and performance from the press are answered by the Board. Board members are also available before and after these meetings for informal discussions. D. ACCOUNTABILITY AND AUDIT Financial Reporting The Company s financial statements are prepared in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. The Board is responsible to ensure that the financial statements give a true and fair view and balanced and understandable assessment of the state of affairs of the Company and of the Group. The Audit Committee assists the Board to ensure accuracy and adequacy of all information for disclosure. Internal Control The Board is responsible for maintaining a sound system of internal control to safeguard shareholders investment and the Company s assets. The Company has already effected several systems of internal control covering financial controls, operational and compliance controls and risk management. Some of the systems have been in place over the years and will continue to be reviewed, added on or updated in line with the changes in the operating environment. The Board seeks regular assurance on the continuity and effectiveness of the internal control system through independent appraisals by the Internal and External Auditors. Relationship with the Auditors 36 The Board through the establishment of an Audit Committee maintains a formal and transparent arrangement with the Company s Auditors. The Internal Audit Department communicates regularly with the members of the Audit Committee and attends all meetings of the Audit Committee. The External Auditors are invited to attend the Audit Committee meetings.

20 statement of corporate governance (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 ADDITIONAL COMPLIANCE INFORMATION IN ACCORDANCE WITH PARAGRAPH 9.25 OF BURSA MALAYSIA LISTING REQUIREMENTS AS SET OUT IN APPENDIX 9C 1. Utilisation of proceeds (a) (b) As at the date of this report, the Company has utilized its facility amounting to RM61 million raised from the Islamic Private Debt Securities Issuance Programme of up to RM100 million in nominal value Al-Murabahah Papers/Medium Term Notes for the Company s working capital requirements. On 29 May 2007, the Company had raised RM97,785,000 through a private placement of 36,900,000 new ordinary shares of RM0.50 each representing approximately 10% of the issued and paid-up share capital of the Company as at 8 January 2007, at a issue price of RM2.65 per share. The proceed raised from the private placement exercise had been utilized in the following manner:- RM Working capital requirements 48,234 - To finance part of capital expenditure of Eko Pulp & 43,000 Paper Sdn. Bhd and Eko Paper Sdn. Bhd. - To finance part of capital expenditure of TSH Biotech Sdn. Bhd. 5,298 - Expenses for the Private Placement exercise 1,253 Total 97, Share Buy-Back No. of shares Purchase price Average cost Monthly purchased & retained per share (RM) per share Total cost breakdown as treasury shares Lowest Highest (RM) (RM) December , , During the financial year, the Company did not buy-back any of its own shares. All the shares purchased by the Company in year 2005 were retained as treasury shares. None of the treasury shares were resold or cancelled during the financial year. 3. Options, Warrants or Convertible Securities a) The Company does not have any warrants or convertible securities in issue. The Company s Employee Share Option Scheme ( ESOS ) came into effect on 1 March The details of the ESOS exercised are disclosed on page 130 of the financial statements. b) In conjunction with an Offer for Sale of 58,800,012 ordinary shares of RM0.50 each in Ekowood International Berhad by the Company in year 2004, the Company had granted Mr Tan Aik Sim, the Chief Executive Officer to purchase 8,400,000 ordinary shares of RM0.50 each of Ekowood International Berhad at an offer price of RM1.05 per share under the CEO Scheme and to date, he has not exercised any of the option. 37

21 statement of corporate governance (cont d.) 4. American Depository Receipt ( ADR ) or Global Depository Receipt ( GDR ) Programme The Company did not sponsor any ADR or GDR programme during the financial year. 5. Imposition of Sanctions and/or Penalties There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by any regulatory bodies during the financial year. 6. Non-Audit Fee Non-audit fees amounting to RM261,000 (Group) and RM16,000 (Company) were paid to External Auditors for the financial year ended 31 December Variation in Results There were no material variations between the audited results for the financial year ended 31 December 2007 and the unaudited results for the quarter ended 31 December 2007 of the Group. Explanation and reconciliation are not required for variation of less than 10%. 8. Profit Guarantee The Company did not give any profit guarantee during the financial year. 9. Material Contracts During the financial year under review, save as disclosed in the sections under Recurrent Related Party Transactions set out in the ensuing pages of this Annual Report, there were no material contracts entered into by the Company and/or its subsidiaries involving directors and major shareholders interests which were still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year. 10. Revaluation Policy on Landed Properties The Company did not adopt any revaluation policy on landed properties during the financial year. 11. Recurrent Related Party Transactions of a revenue or trading nature At the last Annual General Meeting of the Company held on 20 June 2007, the Company had obtained a Mandate from its shareholders to allow TSH Resources Berhad and/or its subsidiary companies to enter into Recurrent Related Party Transaction of a Revenue or Trading Nature ( Recurrent Transactions ). In accordance with Paragraph 10.09(1)(b) of Bursa Malaysia Listing Requirements, details of the Recurrent Transactions conducted during the financial year ended 31 December 2007 pursuant to the said shareholders mandate are as follows: 38

22 statement of corporate governance (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 Aggregate value of transactions Nature of made during the Name of Related Class of Recurrent financial year Companies parties related party Transactions (RM) TSH Plantation Sdn. Bhd. and TSH Plantation Management Sdn. Bhd. TSH-Wilmar Sdn. Bhd. A jointly-owned company in which TSH Resources Berhad holds 50% equity interest. Datuk (Dr.) Kelvin Tan Aik Pen, Mr Tan Aik Kiong and Mr Lim Fook Hin are directors of TSH Resources Berhad and TSH-Wilmar Sdn. Bhd. Mr Tan Soon Hong, Madam Ong Yah Ho, Mr Tan Aik Yong, Mr Tan Ah Seng, Mr Tan Aik Choon, Mr Tan Ek Huat, Mr Tan Aik Hwa, Madam Tan Swee Luan and Madam Chin Chui Fong are persons connected to Datuk (Dr.) Kelvin Tan Aik Pen, Mr Tan Aik Kiong and Mr Tan Aik Sim, directors and shareholders of TSH. Sales of crude palm oil 382,812,098 TSH Plantation Sdn. Bhd. and TSH Plantation Management Sdn. Bhd. TSH-Wilmar Sdn. Bhd. Same as above Sales of palm kernel 44,875,976 TSH Plantation Sdn. Bhd. and TSH Plantation Management Sdn. Bhd. TSH-Wilmar Sdn. Bhd. Same as above Purchase of crude palm oil 150,568,475 TSH Plantation Sdn. Bhd. and TSH Plantation Management Sdn. Bhd. Velocity Gain Sdn. Bhd. Mr Tan Aik Kiong, Mr Tan Aik Yong and Mr Lim Fook Hin are directors of TSH and Velocity Gain Sdn. Bhd. ( VG ). Mr Tan Aik Kiong holds 30% shareholding in VG. Madam Theresa Ho Chui Mee, spouse of Mr Tan Aik Yong holds 25% shareholding in VG whilst Madam Cheong Sau Kum and Ms Lim Bek Yee, spouse and daughter Mr Lim Fook Hin holds 30% & 15% shareholdings respectively in VG. Mr Tan Soon Hong, Madam Ong Yah Ho, Mr Tan Ah Seng, Mr Tan Aik Choon, Mr Tan Ek Huat, Datuk (Dr.) Kelvin Tan Aik Pen, Mr Tan Aik Hwa, Mr Tan Aik Sim, Madam Tan Swee Luan and Madam Chin Chui Fong are persons connected to Mr Tan Aik Kiong and Mr Tan Aik Yong. Purchase of oil palm fresh fruit bunches 888,858 39

23 statement of corporate social responsibility Human Resources The Group perceives its human capital as an imperative asset to thrive in a competitive business environment. Courses and training workshops to enhance employees skills and knowledge were conducted periodically. The year under review saw the introduction of One Approach management style being adopted and practiced by all managers within the Group which emphasizes on Management by Objectives and Focus on Execution. By having a common approach within the Group, it is envisaged that all managers will be well-equipped to face various organizational challenges and contribute more effectively and efficiently to achieve the Group s objectives. The Group continuously review working environment as part of its overall endeavour to establish itself as a preferred employer. In the Group s plantations, staff and workers housing are being upgraded and additional amenity facilities provided, these include leisure facilities, community centres and place of worship. Occupational Safety and Health TSH is committed to maintain high safety and health standards at workplace. To achieve this objective, each operating unit has established a Health and Safety Committee which is entrusted with the functions of cultivating safe working practices and behaviour at work place. A series of in-house training programmes on safety and health have been conducted with the assistance of external experts and committee members. Community TSH also gave philanthropic support to various causes with particular emphasis on education on an ad hoc basis throughout the year, investing RM0.4 million in the community. 40

24 statement on internal control TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 The Board of Directors of TSH Resources Berhad ( the Board ) is pleased to provide the following Statement on Internal Control pursuant to paragraph 15.27(b) of the Bursa Malaysia Security Berhad Listing Requirements. The External Auditors have reviewed this Statement as required under paragraph of the Bursa Malaysia Security Berhad Listing Requirements and have reported to the Board that it appropriately reflects the processes that the Board has adopted in reviewing the adequacy and integrity of the system of internal control. Set out below is the Board s Statement on Internal Control which outlines the nature and state of internal control of the Group during the year under review, and up to the date of this Annual Report. Board Responsibility The Board affirms its overall responsibility for the establishment of an appropriate control environment and framework as well as periodically reviewing its adequacy and integrity to safeguard shareholders investments, customers interests and Group assets. However such systems can only reduce but not eliminate the possibility of poor judgment in decision making, human error, occurrences of unforeseeable events deliberate and circumvention of standard operating procedures by employees. As such, the system only provides a reasonable but not absolute assurance against material misstatement, operational failures and fraudulent activities. Key Processes The Board confirms that there is a process for identifying, evaluating and managing significant risks faced by the Group, and the same has been in place for the financial year under review and up to the day of this Annual Report and financial statements. The process is periodically reviewed by the Board through the Audit Committee and is guided by the publication Statement of Internal Control: Guidance for Directors of Public Listed Companies issued by the Task Force on Internal Control of The Institute of Internal Auditors Malaysia. The key processes that the Directors have established with regards to the review are as follows:- The Group s management operates a risk management process that identifies key risks of each operating unit and puts in place controls to mitigate the risk and continually monitor the adequacy and integrity of the control framework. Standard operating procedures that cover key aspects of the Group s various processes. These procedures are subjected to reviews to cater for process changes and changing risks. Occupational Safety and Health ( OSHA ) Committees that meets at regular intervals to ensure a safe working environment. A memorandum on staff discipline has been circulated by the Company to the respective subsidiaries to ensure full compliance with disciplinary procedures and corporate policy on zero tolerance pertaining to fraud and criminal breach of trust. 41

25 statement on internal control (cont d.) Regular Board and Management meetings to assess performance of key management staff. A comprehensive budgeting and forecasting system. Each operating unit submits a budget annually for approval by the Board. The actual results are reported, analyzed and monitored against the budget. Comprehensive management and financial information is provided to the Board, including bench marking of performance with other organizations engaged in similar businesses. The Group s internal audit department reports directly to the Audit Committee after conducting reviews on the systems of internal control and the effectiveness of processes that are in place to identify, manage and report risks. The internal audit function adopts a risk-based approach and prepares its audit plan based on the risk profiles of the key business units of the Group. This statement has been reviewed and approved by the Board of Directors at a meeting held on 15 February

26 audit committee report TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 William Tully, OBE, ASDK, ADK Chairman, Independent Non-Executive Director Datuk Jaswant Singh Kler Member, Independent Non-Executive Director YB. Datuk Nur Jazlan bin Mohamed * Member, Independent Non-Executive Director (Member of the Malaysian Institute of Accountants) Lim Fook Hin * Member, Executive Director/Company Secretary (Member of the Malaysian Institute of Certified Public Accountants) * In compliance with the revised Malaysian Code of Corporate Governance which came into effect on 1 October 2007, Mr Lim Fook Hin resigned on 9 October 2007 and YB. Datuk Nur Jazlan bin Mohamed has been appointed as member of the Audit Committee on the even date. Terms of Reference of the Audit Committee Constitution The Board of Directors resolved on 26 April 1994 to establish a Committee of the Board to be known as the Audit Committee. Membership The Committee shall be appointed by the Board. The majority of the Committee must be independent directors of the Company and must be composed of no fewer than 3 members. All members of the Committee should be non-executive directors. The Chairman of the Committee shall be appointed by the Board whom must be an independent director. In the absence of the Chairman, the members shall elect one of their members present to be Chairman for that meeting. No alternate director is allowed to be appointed as a member of the Audit Committee. All members of the Audit Committee should be financially literate and at least one member of the Audit Committee:- (i) (ii) must be a member of the Malaysian Institute of Accountants; or if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years working experience and:- (a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or (b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act

27 audit committee report (cont d.) Rights The Audit Committee shall, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:- (a) (b) (c) (d) (e) (f) have authority to investigate any matter within its terms of reference; have the resources which are required to perform its duties; have full and unrestricted access to any information pertaining to the Company; have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity (if any); be able to obtain independent professional or other advice; and be able to convene meetings with the external auditors, whenever deemed necessary. Functions The Audit Committee shall discharge the following functions:- review the following and report the same to the Board of Directors of the Company:- (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) with the external auditors, their audit plan; with the external auditors, their evaluation of the system of internal controls; with the external auditors, their audit report; to discuss with the external auditors before the audit commences, the nature and scope of the audit; the assistance given by the employees of the Company to the external auditors; the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work; the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; any appraisal or assessment of the performance of members of the internal audit function; approve any appointment or termination of senior staff members of the internal audit function; take cognisance of resignation of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; 44

28 audit committee report (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 (k) any major findings of internal investigations and management s response; (l) the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particularly on:- (i) (ii) (iii) (iv) (v) (vi) changes in or implementation of major accounting policy changes; major judgemental areas; significant adjustments resulting from the audit; the going concern assumption; significant and unusual events; and compliance with accounting standards and other legal requirements; (m) to discuss problems and reservations arising from the interim and final audits and any matter the auditor may wish to discuss (in the absence of management where necessary); (n) the external auditor s management letter and management s response; (o) any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity; (p) to consider the audit fee of the external auditors; (q) any letter of resignation from the external auditors of the Company and to deal with any questions of resignation and dismissal; (r) whether there is reason (supported by grounds) to believe that the Company s external auditor is not suitable for re-appointment. recommend the nomination of a person or persons as external auditors; and consider other topics, as defined. Notice of meeting At least 7 days notice in writing is required for convening the meeting which shall be held at any place as may be determined by the Audit Committee. Votes of members Questions arising at the Committee meeting shall be decided by a simple majority of votes. Where 2 members of the Audit Committee form quorum, the Chairman of a meeting at which only such a quorum is present, or at which only 2 members are competent to vote in the question at issue, shall not have a casting vote. 45

29 audit committee report (cont d.) Attendance at meetings The finance director, the head of internal audit and a representative of the external auditors should normally attend meetings. Other board members may attend meetings upon the invitation of the audit committee. However, the Committee should meet with the external auditors without executive board members present at least twice a year. A quorum shall be 2 members and the majority of members present must be independent directors. The Company Secretaries shall be the Secretaries of the Committee, responsible for drawing up the agenda with the concurrence of the Chairman and circulating it, supported by explanatory documentation to the Committee members prior to each meeting. Frequency of meetings Meetings shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider that one is necessary. During the financial year ended 31 December 2007, four (4) Audit Committee meetings were held. Details of attendance of each Committee member were as follows:- Name 28/02/07 24/05/07 16/08/07 15/11/07 Total William Tully P P P P 4/4 Datuk Jaswant Singh Kler P P P P 4/4 Lim Fook Hin (Resigned on 9 October 2007) P P P - 3/3 YB. Datuk Nur Jazlan bin Mohamed P 1/1 (Appointed on 9 October 2007) Reporting procedures The Secretaries shall be responsible for keeping the minutes of meeting of the Committee, circulating the minutes of meetings of the Committee to all members of the Board and follow up on any outstanding matters. Activities of the Audit Committee during the year In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the financial year ended 31 December 2007 in the discharge of its duties and responsibilities:- (a) (b) reviewed the audit reports for the Company and the Group prepared by the internal auditor and considered the major findings by the auditors and management s response thereto; reviewed the draft quarterly and year-end results of the Company and the Group prior to submission to the Board for consideration and approval; (c) 46 followed up on corrective actions taken by management on audit issues raised by the internal auditor;

30 audit committee report (cont d.) TSH Resources Berhad (49548-D) (Incorporated in Malaysia) Annual Report 2007 (d) (e) reviewed the related party transactions entered into by the Company and/or its subsidiaries and disclosure procedures prior to submission to the Board for consideration and approval to ensure compliance with the relevant regulatory requirements; and verified the basis of allocation of ESOS for the share options granted during the financial year at an option price approved by the ESOS Committee as listed below:- Share Options Option price (RM) 1,856, , , , , Internal Audit Function The Company established an Internal Audit Department in July 2001 which reports to the Audit Committee on a quarterly basis. The Internal Audit Department assists the Committee in the discharge of its duties and responsibilities. Its key role is to provide independent and objective assurance designed to add value and assist the Group in accomplishing its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. Every quarter, the Internal Audit Department submits a report on their audit findings and recommendations to the Committee for its review and deliberation. The Internal Audit Manager attends these meetings to present the internal audit findings and makes appropriate recommendations on areas of concern within the Company and the Group. 47

31 statement of directors responsibilities in respect of the audited financial statements The Board of Directors is required under Paragraph (a) of the Listing Requirements of the Bursa Malaysia to issue a statement explaining its responsibility for preparing the annual Audited Financial Statements. The Directors are required by the Companies Act, 1965 ( the Act ) to prepare financial statements for each financial year which give a true and fair view of the financial position of the Group and of the Company as at 31 December 2007 and of the results and the cash flows of the Group and of the Company for the year than ended. The Directors consider that, in preparing the financial statements of the Group and of the Company for the financial year ended 31 December 2007 set out on pages 59 to 147 of this Annual Report, the Group and the Company have used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors also consider that all applicable approved accounting standards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the provisions of the Act. The Directors are also responsible for the assets of the Company and hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Board has also ensured that the quarterly and annual financial statements of the Group and of the Company is released to the Bursa Malaysia in a timely manner in order to keep our investing public informed of the Group s latest development. 48

32 TM (49548-D) audited financial statements & other financial information