STATEMENT
ON CORPORATE GOVERNANCE
Country Heights
Holdings Berhad (“CHHB”) and
its Group of companies remain
committed to the highest level
of governance and strive to
foster a culture that values
and rewards exemplary ethical
standards and integrity, which
contributes towards the successful
achievement of corporate goals
and enhances stakeholders’
value.
CHHB continues
to implement the recommendations
of the Malaysian Code on Corporate
Governance (“Code”) which
sets out the principles and
best practices of good governance
on structures and internal
processes as well as the Corporate
Governance Guide issued by
Bursa Malaysia Berhad.
CHHB is also
mindful of the recommendation
highlighted in the Securities
Commission’s five- year Corporate
Governance Blueprint which
was launched on 8 July 2011
to raise the standards of
corporate governance in Malaysia.
Governance is not just a matter
for the Board but must be
fostered throughout the organisation.
In view
of this, CHHB has in place,
measures to ensure compliance
with the Code as follows:-
BOARD
OF DIRECTORS
The
Board
CHHB is led and controlled
by an active and experienced
Board with a mix of suitably
qualified and experienced
professionals in the fields
of accountancy, banking and
finance, scientific research
& development, corporate
finance and mergers &
acquisitions.
Board
Balance
The Board currently has six
(6) members, comprising five
(5) Non-Executive Directors
and one (1) Executive Director.
Of the five (5) Non-Executive
Directors, four (4) are Independent,
thus fulfilling the requirement
that at least one-third of
the Board comprise of Independent
Directors. A brief profile
of each Director is presented
on pages 4 to 9 of this Annual
Report, which demonstrate
a wealth of experience and
skills vital for the management
of the Group’s business.
The Board
constitutes an optimal size
and appropriate composition.
The Board’s mix of skills
and experience adds value
to governing the strategic
direction and performance
of CHHB. The Board continues
to provide the Group with
a wealth of knowledge and
experience which is important
for the continued success
of the Group.
Board
Meetings
During the financial year,
the Board of Directors held
five (5) meetings and details
of Directors’ attendances
are set out below. Besides
the Board Meetings, urgent
decisions were approved via
Directors’ Circular Resolutions
during the year.
| Name
of Director |
No.
of Meetings Attended |
| General Tan Sri (Dr)
Mohamed Hashim Bin Mohd
Ali (Rtd) |
4/5 |
| Tan Sri Lee Kim Tiong
@ Lee Kim Yew |
4/5 |
| Academician Tan Sri
Emeritus Professor Datuk
Dr. Ong Soon Hock |
3/5 |
| Nik Hassan Bin Nik
Mohd Amin |
5/5 |
| Chew Chong Eu |
5/5 |
| Lee Cheng Wen |
4/5 |
| Mark Victor Rozario
(retired w.e.f 21/06/2011)
|
3/3 |
Roles
of the Chairman, Group CEO,
Non-Executive Directors
The roles of the Non-Executive
Chairman, General Tan Sri
(Dr) Mohamed Hashim Bin Mohd
Ali (Rtd), and Group CEO,
Ms Lee Cheng Wen are separated
with clear division of responsibilities,
in line with the best practices
and to ensure appropriate
supervision of the Management
to ensure a balance of power
and authority. Moreover, General
Tan Sri (Dr) Mohamed Hashim
is not previously a CEO or
a Management member of the
Company.
The Board’s
principal focus is the overall
strategic direction, development
and control of the Group.
As such, the Board approves
the Group’s strategic plans
and annual budget throughout
the year.
The Group
CEO is responsible for the
implementation of broad policies
approved by the Board and
reports at Board Meetings
all material matters that
potentially affecting the
Group and its performance,
including strategic projects
and regulatory developments.
The Chairman
is responsible for the effectiveness
of the relationship between
the Non-Executive and Executive
Director and ensures an independent
and balanced assessment of
proposals from management.
The Non-Executive
Directors provide considerable
depth of knowledge collectively
gained from experience in
a variety of public and private
companies. They have the necessary
calibre to ensure that the
strategies proposed by the
Management are fully deliberated
and examined, taking into
account the long term interest
of CHHB’s shareholders and
other stakeholders.
The Independent
Non-Executive Directors, by
virtue of their roles and
responsibilities, in effect
represent minority shareholders’
interests. They are independent
of Management and free from
any business or other relationship
which could materially interfere
with the exercise of their
independent judgement. They
play a significant role in
bringing impartiality and
scrutiny to Board deliberations
and decision making.
Board
Appointment Process
All nominees to the Board
are first considered by the
Nomination Committee, taking
into account the mix of skills,
competencies, experience and
other qualities required to
manage a highly regulated
communications business, before
they are recommended to the
Board.
While the
Board is responsible for the
appointment of new Directors,
the Nomination Committee is
delegated the role of screening
and conducting an initial
selection before making a
recommendation to the Board.
Board
Effectiveness Evaluation
Performance indicators on
which the Board’s effectiveness
is evaluated include the Board’s
composition, administration
and process, conduct, accountability,
interaction and communication
with Management and stakeholders,
responsibility and its evaluation
on Group CEO. Performance
indicators for individual
Directors include their interactive
contributions, understanding
of their roles and quality
of input.
The evaluation
involves the completion of
questionnaires on the effectiveness
of the Board of Directors
as a whole, as well as that
of the Board Committees. The
Committees structure and processes
and accountability and responsibilities
are evaluated in assessing
the effectiveness of the respective
Committees.
Questionnaires
are also completed by the
Directors on Peer Assessments.
These questionnaires were
reviewed in 2012 to ensure
close scrutiny of the contribution,
personality and quality aspects
of individual Directors.
A summarised
report will be presented to
the Board with a trend analysis
of previous year’s evaluation
results to enable the Board
to identify areas for improvement.
Based on the last evaluation
exercise, the Board identified
some areas for improvement
as follows:-
The Board
has analysed the gaps and
put in place appropriate measures
to ensure overall effectiveness
of the Board and CHHB Group
which will be oversee by Group
CEO.
Re-election
of Directors
The Articles of Association
of the Company requires a
director appointed during
a financial year to retire
at the following annual general
meeting. All directors are
bound to retire at least once
in every three years and a
re-election of Directors take
place at each Annual General
Meeting (AGM). Directors over
the age of seventy are required
to retire annually. All the
retiring directors shall be
eligible for re-election.
The re-appointment
and re-election of Directors
at the AGM is subject to prior
assessment by the Nomination
Committee and the recommendations
thereafter are submitted to
the Board and then for shareholders’
approval.
Particulars
of Directors standing for
re-election have been provided
in the Statement Accompanying
the Notice of CHHB’s 28th
AGM scheduled to be held on
28 June 2012.
The re-election
of Directors ensured that
shareholders have a regular
opportunity to reassess the
composition of the Board.
Directors
Remuneration
The policy and framework for
the overall remuneration of
the Executive and Non-Executive
Directors are reviewed regularly
against market practices by
the Remuneration Committee,
following which recommendations
are submitted to the Board
for approval.
The Board
as a whole determines the
remuneration of Non-Executive
Directors and each individual
Director abstains from the
Board decision on his own
remuneration. The remuneration
of Non-Executive Directors
are based on a standard fixed
fee. In addition, allowances
are also paid in accordance
with the number of meetings
attended during the year.
The Group
CEO is paid salary, allowances,
bonus and other customary
benefits as appropriate to
Top Management. CHHB carries
out salary benchmarking of
equivalent jobs in the market
of similar-sized companies
to arrive at appropriate base
pay levels. The Group CEO
and his direct reports are
rewarded according to a combination
of how well they have achieved
their Key Performance Indicators
(KPIs).
The aggregate
remuneration of the Directors
for the financial year ended
31 December 2011 categorised
into the appropriate components
are as follows:-
| Description |
Executive
Directors |
Non-Executive
Directors |
Total |
| |
RM’000 |
RM’000 |
RM’000
|
| Salaries & Other
emoluments |
691 |
38 |
729 |
| Benefit-in-kinds |
61 |
21 |
82 |
| EPF Contribution |
82 |
- |
82 |
| Fees |
12 |
96 |
108 |
|
Total |
846 |
155 |
1,001 |
The numbers
of Directors whose total remuneration
fall into the respective bands
are as follows:-
| |
Executive
Directors |
| Range of Remuneration
(RM) |
Executive
|
Non-Executive |
| Up to RM50,000 |
- |
5 |
| RM300,000 to RM350,000 |
- |
- |
| RM351,000 to RM400,000 |
1 |
- |
| RM401,000 to RM450,000 |
- |
- |
| RM451,000 to RM500,000 |
1 |
- |
|
Total |
2 |
5 |
BOARD
COMMITTEES
The Board has delegated specific
responsibilities to four (4)
board committees which include
the Audit & Risk Management
Committee, Nomination Committee,
Remuneration Committee and
Management Executive Committee.
The delegation of certain
responsibilities of the Board
to its Committees is made
in accordance with Article
88 of the Company’s Articles
of Association. This is necessary
as there is now greater reliance
on the Board Committees in
response to the complex challenges
of the business.
These Committees
have the authorities to examine
particular issues within their
terms of reference and report
back to the Board with their
recommendations. The ultimate
responsibility for the final
decision on most matters remains
with the entire Board.
All Board
Committees have written terms
of reference, operating procedures
and authority delegated and
approved by the Board, which
are reviewed from time to
time to ensure they are relevant
and up-to-date.
The Chairmen
of the various Board Committees
report the outcomes of their
meetings to the Board and
relevant decisions are incorporated
into the minutes of the Board
of Directors’ meetings.
Audit
& Risk Management Committee
(“ARMC”)
The report of the ARMC is
set out on pages 66 to 69
of this Annual Report.
Nomination
Committee (“NC”)
The NC comprises wholly of
Non-Executive Directors and
all are independent:-
Membership:-
● General Tan Sri (Dr) Mohamed
Hashim Bin Mohd Ali (Rtd)
(Chairman of NC, Independent
Non-Executive Director);
● Academician Tan Sri Emeritus
Professor Datuk Dr. Ong Soon
Hock (Independent Non- Executive
Director) and
● Nik Hassan Bin Nik Mohd
Amin (Independent Non-Executive
Director)
Meeting Attendance:-
The NC met once during the
financial year.
The functions,
principal duties and responsibilities:-
To review the structure, size
and composition of the Board
Authority:-
• The NC may use the services
of professional recruitment
firms to source for the right
candidate for directorship
or seek independent professional
advice whenever necessary.
• In carrying out its duties
and responsibilities, the
NC has full, free and unrestricted
access to CHHB’s records and
personnel. The NC shall report
its recommendations back to
the full Board for its consideration
and approval.
Main Activities
2011:-
During the year, the NC has
fulfilled a number of key
activities, as listed below:-
● Considered and made recommendations
to the Board on the performance
evaluation of the Executive
Directors. Evaluations of
the Board have been conducted
during the financial year
to ensure that the current
composition of the Board fairly
reflects the interest of minority
shareholders of the Company
and all Directors continue
to make an effective contribution
to the Board and the Group.
• Considered and made recommendations
to the Board on the nominating
an independent director with
legal background to join as
board members to represent
the required mix of skills
and experience in the Board.
Remuneration
Committee (“RC”)
The RC comprises wholly of
Non-Executive Directors:
Membership:-
● Academician Tan Sri Emeritus
Professor Datuk Dr. Ong Soon
Hock (Chairman of RC, Independent
Non-Executive Director);
● General Tan Sri (Dr) Mohamed
Hashim Bin Mohd Ali (Rtd)
(Independent Non-Executive
Director);
● Tan Sri Lee Kim Yew (Non-Independent
Non-Executive Director); and
● Nik Hassan Bin Nik Mohd
Amin (Independent Non-Executive
Director)
Meeting Attendance:-
The RC met once during the
financial year.
Functions,
principal duties and responsibilities:-
The RC is responsible for
making recommendations to
the Board on the remuneration
framework for all Executive
Directors with the underlying
objective of attracting and
retaining Directors needed
to run the Group successfully.
The RC also reviews the framework
for retaining and rewarding
senior management in consideration
of the Company’s performance
and market conditions.
Authority:-
• The RC has the authority
to obtain the advice of external
consultants on the appropriateness
of remuneration packages and
other employment conditions
if required.
• In carrying out its duties
and responsibilities, the
RC has full, free and unrestricted
access to CHHB’s records and
personnel. The RC shall report
its recommendations back to
the full Board for its consideration
and approval.
Main Activities
2011:-
During the year, the RC has
fulfilled a number of key
activities, as listed below:-
• make recommendations to
the Board on the remuneration
and entitlements of Non-Executive
Directors, including the Non-Executive
Chairman, for the decision
of the Board as a whole.
• Advise the Board on the
performance of the Group CEO
and assess her remuneration
package.
Management
Executive Committee
The Management Executive Committee
(EXCO) is to assist the Board
in the day-to-day operations
of the Group. The EXCO operates
under clearly defined terms
of reference. The EXCO comprises
of six (6) senior management
and is chaired by the Group
CEO.
The EXCO
deals with a wide range of
matters, including review
of the monthly financial results
and forecast, proposals for
capital expenditure and major
operating issues that arise
out of the ordinary course
of business. The EXCO reviews
budget and business plans,
acquisition, disposal and
investments, operational and
financial reports by all business
units, and group policies
and procedures before they
are submitted to the Board.
Directors’
Training
All the Directors have attended
the Mandatory Accreditation
Program prescribed by Bursa
Securities. Induction briefings
are organised for newly appointed
Directors.
The Directors
are also encouraged to attend
seminars/courses from time
to time to equip themselves
with the necessary knowledge
to discharge their responsibilities
and duties more effectively.
During the
financial year, the Directors
have attended individually
or collectively the various
programmes and briefings on
amongst others, the following:-
• Singapore
Human Capital Summit 2011
• Board Effectiveness and
Management Relationship
• Launch of Corporate Integrity
Pledge
The Company
will continuously arrange
for further training for the
Directors as part of their
obligation to update and enhance
their skills and knowledge
which are important for their
carrying out an effective
role as Directors. From time
to time, the Board also receives
updates and briefings, particularly
on regulatory and legal developments
relevant to the Company’s
business.
EFFECTIVE
BOARD OPERATIONS AND INTERACTION
Board
Meetings Schedule and Predetermined
Agendas
The Board and Board Committee
meetings calendar and draft
agendas for the ensuing financial
year are established before
the end of the current financial
year and synchronised with
Management’s business planning
cycle and quarterly financial
results, to allow the Directors
to plan ahead and allocate
time in their respective schedules
for the next year’s Board
meetings.
The Board
meeting agenda is structured
to address priority strategic
issues aligned with the Company’s
vision and mission, consistent
with the Board’s key roles
and the mandate that the Board
provides to the Group CEO.
Supply
of Information
The Directors have full and
unrestricted access to complete
information on the timely
basis pertaining to the Group’s
business and affairs to enable
them to discharge their duties.
Board Meetings which are scheduled
to be held are also presented
with relevant reports to facilitate
its decision-making process.
On average, the Board and
its Committees are given an
agenda accompanied by relevant
up-to-date information seven
(7) days prior to each meeting.
The Directors
have access to the advice
and services of the Company
Secretary and Senior Management
and may seek independent professional
advice, at the Company’s expenses,
if required, in furtherance
of their duties.
Prompt
Communication of Board Decisions
All Board decisions are clearly
recorded in the minutes, including
the rationale for each decision,
along with clear actions to
be taken and the individuals
responsible for their implementation.
Relevant urgent Board decisions
are communicated to the Management
within one working day of
the Board meeting and the
minutes of Board Meetings
are completed for comments
by the Board members within
seven (7) working days of
the meeting dates. Relevant
extracts of the minutes are
distributed to the Management
for action once the board
minutes are completed, depending
on the urgency of the items.
Board
and Management Interaction
The Board has direct access
to the Senior Management and
has full and immediate access
to information relating to
the Group’s business and affairs
in the discharge of their
duties. Towards building and
maintaining trust in order
to deliver significant and
positive performance and shareholder
value, both the Board and
Management acknowledge the
importance of positive interaction,
dynamics and open communication
between them.
Senior Management
members are invited to attend
Board meetings to report to
the Board on matters relating
to their areas of responsibility,
and also to brief and provide
details to the Directors on
recommendations submitted
for the Board’s consideration.
BOARD
PROFESSIONALISM
Code
of Ethics for Company Directors
Code of Ethics for Company
Directors was adopted by the
Directors in early 2012, supports
the Company’s vision and core
values by instilling, internalising
and upholding the value of
uncompromising integrity in
the behaviour and conduct
of the Directors.
The Code
of Ethics for Company Directors
covers the following areas:-
• Responsibilities of the
Directors
• Dealings with shareholders,
employees, creditors, business
partners and stakeholder communities
at large
• Dealings with respective
governments
• Dealings with competitors
• Dealings in respect of Company
assets
• Trading on insider information
• Conflict of interest
• Social responsibilities
and the environment
Whistle
Blower Policy
The Board recognises the importance
of whistle blowing in light
of the requirements stipulated
in the Capital Markets and
Services Act 2007 (CMSA 2007),
the CG Guide and the Companies
Act, 1965.
An Internal
whistle blowing programme
has been introduced for employees
to channel concerns about
illegal, unethical or improper
business conduct affecting
the Company and about business
improvement opportunities.
If an employee has concerns
about illegal or unethical
conduct in the workplace,
the concern may be reported
to the designated email: groupceo@countryheights.com
or to the Audit & Risk
Management Committee Chairman.
The Board
and the Management gave their
assurance that employees will
not be at risk to any form
of victimization, retribution
or retaliation from their
superiors or any member of
the Management provided they
act in good faith in their
reporting.
Conflict
of Interest and Related Party
Transactions (RPT)
The Directors are responsible
at all times for determining
whether they have a potential
or actual conflict of interest
in relation to any matter
which comes before the Board.
The Directors
recognise that they must declare
any interest they have in
transactions with the Company
and Group and abstain from
deliberation and voting on
the relevant resolutions at
the Board or general meetings
convened to consider the matter.
Trading
on Insider Information
CHHB’s Directors and employees
are not allowed to trade in
securities or any other kind
of property based on price
sensitive information and
knowledge which has not been
publicly announced.
Notices on
the closed period for trading
in the Company’s shares are
sent to Directors and principal
officers on a quarterly basis
specifying the timeframe during
which Directors and the principal
officers are prohibited from
dealing in the Company’s shares.
Directors are also prompted
not to deal in the Company’s
shares at any point when price
sensitive information is shared
with them.
Directors’
and Officers’ Insurance
The Company has in place a
liabilities insurance policy
for Directors and officers
in respect of liabilities
arising from holding office
in the Company. The insurance
does not, however, provide
coverage in the event that
a Director or a member of
Management is proven to have
acted negligently, fraudulently
or dishonesty.
RELATIONSHIP AND COMMUNICATION
WITH SHAREHOLDERS AND INVESTORS
SHAREHOLDERS
Dialogue
between the Company and Investors
The Board values the support
of its shareholders and investors.
It also recognises the importance
of effective communication
with shareholders and the
investment community of the
material corporate and business
matters of the Group.
Care is taken
to ensure reporting to shareholders
is balanced and sufficiently
comprehensive and objective
to allow performance to be
measured.
In complying
with paragraph 9.21(3) of
the Main LR to improve investor
relations between the Company
and its stakeholders, CHHB
ensures that its website contains
the email address(es) of the
designated person(s) and contact
numbers to enable the public
to forward queries to the
Company. CHHB also post announcements
made to Bursa Securities on
its website immediately after
such announcements are released
on Bursa Securities’ website.
Annual
Report and AGM
In addition to quarterly financial
reports, the Company communicates
with shareholders and investors
through its annual report.
The Annual
Report is an important medium
of information for the shareholders
and investors whereas the
AGM provides a vital platform
for both private and institutional
shareholders to share view
points and acquire information
on issues relevant to the
Group.
In an effort
to save costs and encourage
shareholders to benefit from
Information and Communication
Technology, CHHB continues
to dispatch annual reports
to shareholders in electronic
format (CD-ROM). Shareholders
are given the option to request
for hard copies of the annual
report.
Shareholders
and members of the public
can access the Company’s website
http://www.countryheights.com.my/
for the latest information
on the Group.
At the AGM,
the Group CEO presents a comprehensive
review of the Group’s financial
performance and value created
for shareholders as well as
current developments of the
Group. The review is supported
by a visual and graphical
presentation of the key points
and financial figures. The
AGM is the principal forum
for dialogue with shareholders.
It provides shareholders and
investors with an opportunity
to seek clarification on the
Group’s business strategy,
performance and major developments.
ACCOUNTABILITY
AND AUDIT
Financial
Reporting and Disclosure
In presenting the annual financial
statements and quarterly announcements
of unaudited consolidated
results to shareholders, the
Directors have taken reasonable
steps to ensure a balanced
and understandable assessment
of the Group’s financial position
and prospects. The Board is
assisted by the ARMC in overseeing
the Group’s financial reporting
processes and the quality
of its financial reporting.
Internal
Controls
The Board recognises and affirms
its overall responsibility
for the Group’s system of
internal controls, which includes
the establishment of an appropriate
control environment and control
framework as well as for reviewing
its effectiveness, adequacy
and integrity. The Board acknowledges
that this system is designed
to manage, rather than eliminate
the risk of non-achievement
of the Group’s objectives.
The Statement
on Internal Control as set
out on pages 70 to 79 this
Annual Report provides an
overview of the state of internal
controls within the Group.
Relationship with
Auditors
The Board by the establishment
of an ARMC maintains a formal
and transparent relationship
with the Group’s auditors.
The external auditors were
invited to participate and
brief the ARMC on specific
issues at ARMC meeting. The
role of both the external
and internal auditors are
further described in the Audit
& Risk Management Committee
Report.
The Group
has engaged an external independent
professional services firm
to carry out its internal
audit function. During the
year, the Group has established
an in-house Internal Audit
Department in addition to
utilising the services of
the above external professional
services firm which reports
significant findings directly
to the ARMC with recommended
corrective actions. Management
is responsible to ensure that
corrective actions on reported
weakness are undertaken within
an appropriate timeframe.
The ARMC
and the Board maintain great
emphasis on the objectivity
and independence of the Auditors,
namely Messrs Deloitte KassimChan,
in providing the relevant
and transparent reports to
the shareholders. As a measure
of ensuring full disclosure
of matters, the Auditors are
invited to attend the ARMC
Meeting for discussion with
the ARMC without the presence
of the senior management as
well as the AGM.
Directors’
Responsibility Statement
The Board of Directors is
responsible for ensuring that
the financial statements of
the Group and of the Company
have been drawn up in accordance
with applicable approved accounting
standards and the provision
of the Companies Act, 1965,
and give a true and fair view
of the state of affairs of
the Group and of the Company
as at the end of the financial
year,of the results and cash
flows of the Group and of
the Company for the financial
year.
The Board
of Directors is satisfied
that in preparing the financial
statements of the Group and
of the Company for the financial
year ended 31 December 2011,
the Group has adopted the
appropriate accounting policies
and applied them consistently,
and that all applicable approved
accounting standards have
been followed.
Internal
Controls
The Board has overall responsibility
for maintaining sound internal
control systems that cover
financial controls, operational
and compliance controls and
risk management to ensure
shareholders’ investments,
customer’ interest and the
Group’s assets are safeguarded.
COMPLIANCE
STATEMENT
The Board
has taken steps to ensure
that the Group has implemented
the Best Practices as set
out in the Code and considers
that all other Best Practices
have been substantially implemented
in accordance with the Code
except for the appointment
of a Senior Independent Non-Executive
Director to whom concerns
may be conveyed.
Given the
current composition of the
Board which reflects a strong
independent element and the
separation of the roles of
the Chairman and Group CEO,
the Board does not consider
it necessary at this juncture
to nominate a Senior Independent
Non-Executive Director.
The Board
does not have a formal schedule
of matters specifically reserved
to it for decision. However,
it has been the practice for
the Board to deliberate and
approve on significant matters
that concern the overall strategy
of the Group such as major
investment or divestment decisions,
financial and operation performance,
major capital expenditure
and major acquisitions and
disposals.
ADDITIONAL
COMPLIANCE INFORMATION
Material
Contracts
Material contracts of the
Company and its subsidiaries
involving Directors and substantial
shareholders either subsisting
at the end of the financial
year or entered into since
the end of the previous financial
year are disclosed in Note
37 to the Financial Statements.
Contracts
Relating To Loan
There were no contracts relating
to a loan by the Company in
respect of the above said
item.
Recurrent
Related Party Transactions
The existing shareholders’
mandate for the Company and/or
its subsidiaries to enter
into recurrent related party
transaction of revenue or
trading nature which is necessary
for its day-to-day operations
shall expire at the conclusion
of the forthcoming Annual
General Meeting and is subject
to renewal by the shareholders
at the said Annual General
Meeting.
Significant
related party transactions
of the Group are disclosed
in Note 37 to the Financial
Statements.
Options,
Warrants or Convertible Securities
The Company did not issue
any options, warrants or convertible
securities during the financial
year.
American
Depository Receipt (ADR) or
Global Depository Receipt
(GDR) Programme
During the financial year,
the Company did not sponsor
any ADR or GDR programme.
Imposition
of Sanctions / Penalties
There is a penalty of RM432,000
imposed by the Inland Revenue
Board in respect of outstanding
taxes relating to the financial
year ended 31 December 2011.
Non-Audit
Fees
The amount of non-audit fees
paid and payable to external
auditors by the Company and
its subsidiaries for the financial
year ended 31 December 2011
amounted to RM126,600.00
Variation
between Audited and Unaudited
Results for the Financial
Year Ended 31 December 2011
There was no variance of 10%
or more between the audited
results for the financial
year ended 2011 and the unaudited
results previously announced
by the Company.
Profit
Guarantees
There was no profit guarantee
given by the Company during
the financial year.
Share
Buy-Back
The existing authority for
the Company to purchase up
to 10% of its issued and paid-up
share capital shall expire
at the conclusion of the forthcoming
Annual General Meeting and
is subject to renewal by the
shareholders at the said Annual
General Meeting.
The Company
did not make any proposal
for share buy-backs during
the financial year.
Utilisation
of Proceeds
The Company did not raise
any proceeds from corporate
proposals during the financial
year ended 31 December 2011.
This Statement
on Corporate Governance is
made in accordance with the
resolution of the Board of
Directors duly passed on 23
April 2012.
