DIVIDENDS (CONT’D.)
The fourth interim dividend totalling RM83.9 million or a net dividend of 9 sen per share in respect of the financial year ended 31 December 2009 as declared in the Directors’ report of that year was paid during the financial year under review.
DIRECTORS
The Directors of the Company in office since the date of the last report are:
Gen. Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (R) Tan Sri Dato’ Lodin Wok Kamaruddin
Lt. Gen. Dato’ Mohd Yusof Din (R)
Dato’ (Dr.) Megat Abdul Rahman Megat Ahmad Datuk Azzat Kamaludin
Dato’ Ghazali Mohd Ali
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the Directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in Note 5 to the financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with any Director or with a firm of which the Director is a member or with a company in which he has a substantial financial interest, except as disclosed in Note 42 to the financial statements.
REMUNERATION COMMITTEE
The Remuneration Committee reviews the remuneration packages, reward structure and fringe benefits applicable to the Deputy Chairman/Group Managing Director, executive Director and senior executives on an annual basis and makes recommendations to the Board. The members of the Remuneration Committee are:
Datuk Azzat Kamaludin (Chairman)
Gen. Tan Sri Dato’ Mohd Ghazali Hj. Che Mat (R) Tan Sri Dato’ Lodin Wok Kamaruddin
Dato’ (Dr.) Megat Abdul Rahman Megat Ahmad
Directors’ Report
DIRECTORS’ INTERESTS
According to the register of Directors’ shareholding, the interests of Directors in office at the end of the financial year in shares and warrants of the Company and its related corporations were as follows:
1/1/10At Acquired Sold At
31/12/10 Ordinary shares of RM0.50 each
Boustead Holdings Berhad
Tan Sri Dato’ Lodin Wok Kamaruddin 26,122,599 – – 26,122,599
Datuk Azzat Kamaludin 40,000 – – 40,000
Ordinary shares of RM1.00 each
Boustead Heavy Industries Corporation Berhad
Tan Sri Dato’ Lodin Wok Kamaruddin 2,000,000 – – 2,000,000
Datuk Azzat Kamaludin 495,300 – – 495,300
Dato’ Ghazali Mohd Ali 75,000 – – 75,000
Boustead Petroleum Sdn Bhd
Tan Sri Dato’ Lodin Wok Kamaruddin 5,766,465 150,000 – 5,916,465
Affin Holdings Berhad
Gen. Tan Sri Dato’ Mohd Ghazali
Hj. Che Mat (R) 91,708 – – 91,708
Tan Sri Dato’ Lodin Wok Kamaruddin 808,714 – – 808,714
Datuk Azzat Kamaludin 110,000 – – 110,000
Dato’ Ghazali Mohd Ali 51,000 – – 51,000
Redeemable preference shares of RM1.00 each Boustead Petroleum Sdn Bhd
Tan Sri Dato’ Lodin Wok Kamaruddin 50 – – 50
1/1/10At Acquired Lapsed At
31/12/10 Number of units
Affin Holdings Berhad – Warrants
Tan Sri Dato’ Lodin Wok Kamaruddin 1,500 – (1,500) –
None of the other Directors holding office at the end of the year had any interest in shares in the Company or its related corporations during the year.
ISSUE OF SHARES
During the year, the Company’s issued and paid up share capital was increased from RM455.7 million to RM470.1 million by the issuance of 20,512,820 new ordinary shares of RM0.50 each at RM1.95 per share pursuant to the conversion of RM40 million bank guaranteed redeemable convertible bonds and the subsequent issuance of 8,205,128 new ordinary shares of RM0.50 each for cash at RM2.80 per share.
The new shares issued during the financial year rank pari passu with the existing ordinary shares of the Company.
OTHER STATUTORY INFORMATION
(a) Before the income statements and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the Directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts in the Group and in the Company inadequate to any substantial extent.
(ii) which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(iv) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements of the Group and of the Company misleading.
(c) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year.
Directors’ Report
OTHER STATUTORY INFORMATION (CONT’D.) (d) In the opinion of the Directors:
(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations as and when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS
Details of the significant events are disclosed in Note 43 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors:
GEN. TAN SRI DATO’ MOHD GHAZALI HJ. CHE MAT (R)
TAN SRI DATO’ LODIN WOK KAMARUDDIN
Kuala Lumpur 7 March 2011