PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (RM)
11) Recurrent related-party transactions
Details of transactions with related parties undertaken by the Group during the financial year are disclosed in Note 39 to the Financial Statements.
CONCLUSION
This Statement is made in accordance with a resolution of the Board dated 27 June 2008.
Additional Compliance Issues
Statement On Directors’ Responsibilities
In Respect of The 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 state of affairs of the Group and of the Company at the end of the financial year and their results, changes in equity and cash flows of the Group and of the Company for the financial year then ended. As required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the Financial Statements have been prepared in accordance with the MASB Approved Accounting Standards for Entities Other than Private Entities and the provisions of the Act.
Therefore, in preparing these Financial Statements, the Directors have:
• adopted suitable accounting policies and applied them consistently;
• made judgements and estimates that are prudent and reasonable;
• ensured applicable approved accounting standards have been followed; and
• prepared the financial statements on a going concern basis.
The Directors are responsible for ensuring that the Company keeps proper 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 Act. The Directors have overall responsibility for taking such steps that are reasonably open to them to safeguard the assets of the Group and the Company to prevent and detect fraud and other irregularities.
This Statement is made in accordance with a resolution of the Board of Directors dated 27 June 2008.
Desa Okidville office
Corporate Social Responsibilities
The Group does not have any formal Corporate Social Responsibilities (“CSR”) Policy to be its guiding principles. CSR activities are carried out based on the Group’s values in guiding the decision making and operations.
Marketplace
The setting up a palm oil mill at Keningau in the Interior District of Sabah by our Group has spurred the economic activities in the surrounding area. More locals are earning higher income by cultivating oil palm which is more profitable than the traditional crops.
Our Keningau Mill now accepts FFB from more than 300 smallholders. We also provide some advisory services to smallholders on oil palm cultivation.
Workplace
The Group provides employment to about 2100 people directly.
We are in the process of replacing our workers quarters from wooden structures to concrete buildings with the objective of providing better living conditions. Free/subsidised transportation is provided for school going children to the nearest school. We also provide open space for recreational activities for the residents e.g., football field, volleyball and sepak takraw courts. Annual kenduri was conducted to foster better relations between the staffs and workers. The roads leading to the estates are properly maintained to facilitate the movements of vehicles. Our main roads have benefited the neighbouring villagers as they also use these roads to go to the nearest town.
In order to enhance our staff’s knowledge, the Group has conducted in-house trainings for them. Where specialist training is required, the staff are sent for external training. During the year, the staff have attended various trainings/courses in communication, legal, accounting, technical issues and management skills.
Through the In-House Sports Club, various staff activities were carried out including festival celebrations and sporting events. The Group has also organised a partially subsidised company trip to Shanghai, China, Club Med, Cherating, Pahang and Malacca - Genting for the staff’s and their family members.
In appreciating the contribution of our staff, business associates and partners an annual dinner was organised at a five star hotel in Johor Bahru. One of the highlights of the annual dinner was the presentation of long service awards to our staff.
Community
The Group is involved in the development of land belonging to an orphanage into an oil palm estate under a joint venture agreement, providing high long term income and development fund to the Al-Yatama organisation for its charity work.
During the year, we have assisted 40 trainees from various universities, institutes of higher learning and training centres to undergoing their practical training. Suitable candidates have been identified for employment after they have completed their training.
During the year, the Group made several contributions and donations amounting to approximately RM50,000 to worthy causes and organisations including:
• Jawatankuasa Tabung Bencana Negeri for the State Natural Disaster Relief Fund
• Persatuan Penganut Agama Buddha Wang Foo Yen, Kota Tinggi;
• Hari Rakan Cop Daerah Kota Tinggi;
• Sekretariat Cegah Jenayah towards the Crime Eradication Programme;
• Ikatan Relawan Rakyat Malaysia for their uniform and activities;
• Pesta Kaamatan to two organising committees;
• 50th Merdeka Day Celebration to one government organising committee;
• Various amounts were donated to non-governmental organisations for sports, culture and welfare activities during the year;
and
• Donations to schools for building funds, sports day and Persatuan Ibu Bapa & Guru in Johor and Sabah.
Environment
The Group undertakes soil and water conservation measures and avoids planting and management practices that may harm the environment irreversibly in its plantation.
Corporate Social Responsibilities
(cont’d)The Group is involved in various downstream milling projects aimed at improving efficiency and reducing palm oil mill wastes through innovations and new technologies as follows:
(i) Installing of palm-pressed fibre oil extraction plant at its mills;
(ii) Installation of a new bio-fertilizer plant capable of producing 1,000 MT of bio-fertilizer per month to convert part of the oil palm biomass and decanter solids into bio-fertilizers.
(iii) Developed and operated an empty bunch shredding and pressing system and utilises shredded empty bunches in the boiler.
The Group has successfully implemented the methane capture and power generation project which will reduce greenhouse gas emissions as well as supply low cost steam and electricity for milling operations and other downstream activities of the Group. This is the first project in the world that is registered with the Clean Development Mechanism (“CDM”) Executive Board of United Nations Framework Convention on Climate Change (“UNFCCC”) on biogas generated from palm oil mill effluent and the sales of the Certified Emission Reduction (“CER”) generated by the project to third party will start in third quarter 2008.
These projects will contribute towards reducing the environmental impact and improve sustainability of the pailm oil industry.
Report Of The Audit Committee
MEMBERS
The Audit Committee presently comprises three (3) directors of the Board, all of whom including the Chairman are Independent Non- Executive Directors. The members are:
Chairman : Gan Kim Guan
Members : Teoh Cheng Hai
Chew Poh Soon
Gooi Seong Heen (Resigned on 9 January 2008) Secretaries : Chong Fook Sin
Ng Kam May
Pursuant to the Malaysian Code of Corporate Governance (Revised 2007) which came into effect in October 2007, Gooi Seong Heen resigned as member of the Audit Committee with effect from 9 January 2008.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE 1. Membership
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall be composed of no fewer than three (3) members. All the members must be Non-Executive Directors, with a majority of them Independent Directors as defined in Chapter 1 of the Listing Requirements of Bursa Malaysia Securities Berhad.
The quorum shall be two (2) members, a majority of whom being Independent Directors. The Chairman of the Committee shall be elected by the members of the Committee from among their members and shall be an Independent Director.
At least one member of the Committee:
i. must be a member of the Malaysian Institute of Accountants (“MIA”); or
ii. if he is not a member of the MIA, he must have at least 3 years’ working experience and:
(a) he must have passed the examinations specified in Part 1 of the 1st Schedule to the Accountants Act, 1967; or
(b) he must be a member of one of the associations of accountants specified in Part 11of the 1st Schedule to the Accountants Act, 1967.
iii. fulfills such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad.
Gan Kim Guan, the Chairman of the Audit Committee is a Senior Independent Non-Executive Director and a Fellow of Association of Chartered Certified Accountants and the MIA. The Company is therefore in compliance with paragraph 15.10(1)(c)(i) of the Listing Requirements of Bursa Malaysia Securities Berhad.
The Company Secretary shall be the Secretary of the Committee.