Biotechnology
H. PRINCIPLE 8: STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS
I. OTHER INFORMATION (Cont’d)
6) THE RISK MANAGEMENT FUNCTION
The Risk Management Department (“Risk Management”) facilitates the implementation of the risk management framework and processes with the respective Business / Operating Units. The Risk Management is responsible for reviewing risks on an ongoing basis so that risks that may impede the achievement of objectives are adequately identified, evaluated, managed and controlled.
On a quarterly basis, Risk Management prepares a report detailing the significant risks, the status of risk reviews and the status of implementation of action plans for review by the RBCMC and EXCO.
The representations made by the Business / Operations Heads of the Group in respect of their risk management and internal control systems have been taken into consideration by the Board in issuing this statement. In addition, the Group in issuing this statement has excluded its insignificant associates and joint ventures’ state of risk management and internal control.
The process as outlined on this statement for identifying, evaluating and managing risks has been in place for the year under review and up to date of approval of this statement. The risk management process and internal control system of the Group have been reviewed and found to be operating adequately and effectively in all material respects and the Board has accordingly received a statement of assurance from the relevant key executives officers including the Chief Executive and Chief Financial Officer of the Company.
As required by Paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the external auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review was performed in accordance with Recommended Practice Guide ("RPG") 5 (Revised) issued by the Malaysian Institute of Accountants, which does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of the Company and that of the Group. Based on the procedures performed, nothing had come to their attention that caused them to believe that the Statement on Risk Management and Internal Control set out above was not prepared, in all material respects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, nor was factually inaccurate.
This Statement on Risk Management & Internal Control is made in accordance with the resolution of the Board dated 26 February 2014.
Statement on
Risk Management & Internal Control (cont’d)
Directors’ Report and Statement
Pursuant To Section 169(15) Of The Companies Act, 1965
The Directors of GENTING PLANTATIONS BERHAD have pleasure in submitting their report together with their statement pursuant to Section 169(15) of the Companies Act, 1965 therein and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company are plantation, investment holding and provision of management services to its subsidiaries.
The principal activities of the subsidiaries include plantation, property development, property investment, genomics research and development and manufacturing of biodiesel.
Details of the principal activities of the subsidiaries, joint ventures and associates are set out in Note 43 to the financial statements.
There have been no significant changes in the nature of the activities of the Group and of the Company during the financial year.
FINANCIAL RESULTS
Group Company RM’000 RM’000 Profit before taxation 300,325 312,540 Taxation (80,462) (9,786) Profit for the financial year 219,863 302,754
TREASURY SHARES
The shareholders of the Company had granted a mandate to the Company to purchase its own shares at the Annual General Meeting of the Company held on 11 June 2013.
During the financial year, the Company purchased 20,000 ordinary shares of 50 sen each of its issued share capital from the open market at an average price of RM9.00 per share. The share buy back transactions were financed by internally generated funds. As at 31 December 2013, the total number of shares purchased was 100,000 and held as treasury shares in accordance with the provisions of Section 67A of the Companies Act, 1965.
Details of the treasury shares are set out in Note 33 to the financial statements.
DIVIDENDS
Dividends paid by the Company since the end of the previous financial year were:
(i) a special dividend of 2.75 sen less 25% tax per ordinary share of 50 sen each amounting to RM15,649,341 in respect of the financial year ended 31 December 2012 and was paid on 28 March 2013;
(ii) a final dividend of 5.50 sen less 25% tax per ordinary share of 50 sen each amounting to RM31,298,721 in respect of the financial year ended 31 December 2012 and was paid on 17 July 2013;
(iii) an interim dividend of 3.75 sen less 25% tax per ordinary share of 50 sen each amounting to RM21,339,739 in respect of the financial year ended 31 December 2013 and was paid on 17 October 2013;
and
(iv) a special interim cash dividend of 44 sen less 25% tax per ordinary share of 50 sen each amounting to RM250,386,510 in respect of the financial year ended 31 December 2013 and was paid on 18 December 2013.
The Directors do not recommend any final dividend for the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.
ISSUE OF SHARES AND DEBENTURES
There were no issue of shares or debentures during the financial year.
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up the unissued shares of the Company. As at the end of the financial year, there were no unissued shares of the Company under options.
Directors’ Report and Statement
Pursuant To Section 169(15) Of The Companies Act, 1965 (Cont’d)
ISSUE OF WARRANTS
Some shareholders have elected to reinvest their special interim cash dividend of 44 sen less 25% tax per ordinary share of RM0.50 each in Warrants pursuant to the Company’s non-renounceable restricted issue of up to 151,769,400 Warrants at an issue price of RM1.65 per Warrant on the basis of 1 Warrant for every 5 existing ordinary shares of RM0.50 each in the Company held by the Company’s shareholders’ as at 5.00 p.m. on 21 November 2013 (“Restricted Issue of Warrants”).
During the financial year, 139,199,464 Warrants were issued and allotted on 18 December 2013 (“Issue Date”) pursuant to the Restricted Issue of Warrants.
The Warrants were listed on the Main Market of Bursa Malaysia Securities Berhad on 20 December 2013.
Each Warrant carries the right to subscribe for 1 new ordinary share of RM0.50 each in the Company at any time on or after the Issue Date up to the expiry date of 17 June 2019 at the exercise price of RM7.75 for each new share. Any Warrant not exercised by the expiry of the exercise period will lapse and cease to be valid for all purposes. The Warrants are constituted by a Deed Poll dated 8 November 2013.
No shares have been issued during the financial year by virtue of the exercise of Warrants to take up unissued shares of the Company. At the end of the financial year, there were 139,199,464 outstanding Warrants in the Company.
DIRECTORATE
The Directors who served since the date of the last report are:
Gen. (B) Tan Sri Mohd Zahidi bin Hj Zainuddin Tan Sri Lim Kok Thay
Encik Mohd Din Jusoh
Lt. Gen. (B) Dato’ Abdul Ghani bin Abdullah Mr Quah Chek Tin
Mr Ching Yew Chye Mr Lim Keong Hui
According to the Register of Directors’ Shareholdings, the following persons who were Directors of the Company at the end of the financial year have interests in shares and/or warrants of the Company; Genting Berhad, a company which owns 54.6% equity interest in the Company as at 31 December 2013; Genting Malaysia Berhad, a company which is 49.3%
owned by Genting Berhad and Genting Singapore PLC, a subsidiary of Genting Berhad, as set out below:
INTEREST IN THE COMPANY
1.1.2013 Acquired Disposed 31.12.2013 (Number of ordinary shares of 50 sen each)
Shareholding in which a Director has direct interest
Tan Sri Lim Kok Thay 369,000 - - 369,000 1.1.2013 Allotted*/ Exercised/ 31.12.2013 Acquired Disposed
(Number of warrants 2013/2019) Warrantholding in which a Director has direct interest
Tan Sri Lim Kok Thay - 73,800 - 73,800
INTEREST IN GENTING BERHAD
1.1.2013 Acquired Disposed 31.12.2013 (Number of ordinary shares of 10 sen each)
Shareholdings in which the Directors have direct interests
Tan Sri Lim Kok Thay 10,500,000 - - 10,500,000 Mr Quah Chek Tin 5,000 - - 5,000
Interest of Spouse/Child of a Director
Mr Quah Chek Tin 1,450,000 - 450,000 1,000,000
1.1.2013 Allotted#/ Exercised/ 31.12.2013 Acquired Disposed
(Number of warrants 2013/2018) Warrantholdings in which the Directors have direct interests
Tan Sri Lim Kok Thay - 2,625,000 - 2,625,000 Mr Quah Chek Tin - 1,250 - 1,250 Interest of Spouse/Child of a Director
Mr Quah Chek Tin - 250,000 - 250,000
INTEREST IN GENTING MALAYSIA BERHAD
1.1.2013 Acquired Disposed 31.12.2013 (Number of ordinary shares of 10 sen each)
Shareholdings in which the Directors have direct interests
Tan Sri Lim Kok Thay 2,540,000 - - 2,540,000 Mr Quah Chek Tin 5,000 - - 5,000 Gen. (B) Tan Sri Mohd Zahidi
bin Hj Zainuddin 10,000 - - 10,000
INTEREST IN GENTING SINGAPORE PLC
1.1.2013 Acquired Disposed 31.12.2013 (Number of ordinary shares)
Shareholdings in which the Directors have direct interests
Tan Sri Lim Kok Thay 5,286,100 750,000 - 6,036,100 Mr Quah Chek Tin 523,000 - - 523,000 Gen. (B) Tan Sri Mohd Zahidi
bin Hj Zainuddin 246,000 - - 246,000 1.1.2013 Offered Exercised 31.12.2013 (Number of unissued ordinary shares)
Share Option in the names of Directors
Tan Sri Lim Kok Thay 2,970,463 - - 2,970,463 Mr Quah Chek Tin 667,438 - - 667,438 Gen. (B) Tan Sri Mohd Zahidi
bin Hj Zainuddin 742,292 - - 742,292
Directors’ Report and Statement
Pursuant To Section 169(15) Of The Companies Act, 1965 (Cont’d)
INTEREST IN GENTING SINGAPORE PLC (Cont’d)
1.1.2013 Awarded Vested 31.12.2013 (Number of unissued ordinary shares)
Performance Shares in the name of a Director
Tan Sri Lim Kok Thay 2,250,000@ 750,000@ 750,000 2,250,000@ Legend:
* The warrants 2013/2019 of Genting Plantations Berhad were allotted on 18 December 2013.
# The warrants 2013/2018 of Genting Berhad were allotted on 19 December 2013.
@ Represents the right of the participant to receive ordinary shares, upon the participant satisfying the criteria set out in the Performance Share Scheme of Genting Singapore PLC and upon satisfying such conditions as may be imposed.
Apart from the above disclosures:
(a) the Directors of the Company do not have any other interests in shares in the Company and in shares in other related corporations of the Company either at the beginning or end of the financial year; and
(b) neither during nor at the end of the financial year was the Company a party to any arrangement whose object is to enable the Directors to 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 of the Company 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 and the provision for Directors’ retirement gratuities or the fixed salary of a full-time employee of the Company and/or its related corporations as shown in the respective financial statements of the Company and/or its related corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by virtue of the following transactions:
(i) A corporation in which Tan Sri Lim Kok Thay is a director and has substantial financial interest has:
(a) been appointed by Resorts World at Sentosa Pte. Ltd (“RWS”), an indirect wholly-owned subsidiary of Genting Singapore PLC (“GENS”), which in turn is an indirect 52.0% owned subsidiary of Genting Berhad, to provide professional design consultancy and master-planning services for the Resorts World Sentosa integrated resort in Singapore. The contract for the aforesaid services has expired on 11 March 2013.
(b) leased an office premise on the 10th Floor, Genting Centre, Singapore from Resorts World Properties Pte. Ltd., a wholly-owned subsidiary of GENS.
(ii) Transactions made by the Company or its related corporations with certain corporations referred to in Note 42 in which the nature of relationships with Tan Sri Lim Kok Thay and Mr Lim Keong Hui are disclosed therein.
Gen. (B) Tan Sri Mohd Zahidi bin Hj Zainuddin and Mr Ching Yew Chye are due to retire by rotation at the forthcoming Annual General Meeting (“AGM”) in accordance with Article 99 of the Articles of Association of the Company and they, being eligible, have offered themselves for re-election.
Lt. Gen. (B) Dato’ Abdul Ghani bin Abdullah and Encik Mohd Din Jusoh will retire pursuant to Section 129 of the Companies Act, 1965 at the forthcoming AGM and resolutions will be proposed for their re-appointment as Directors at the
OTHER STATUTORY INFORMATION
Before the income statements, statements of comprehensive income 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 allowance for doubtful debts, and satisfied themselves that all known bad debts had been written off and adequate allowance had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise in the ordinary course of business their values as shown in the accounting records, were written down to an amount which they might be expected so to realise.
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 allowance for doubtful debts of the Group and of the Company inadequate to any substantial extent; or
(ii) which would render the values attributed to the current assets in the financial statements of the Group or of the Company misleading; or
(iii) which have arisen which render adherence to the existing methods of valuation of assets or liabilities in the financial statements of the Group and of the Company misleading or inappropriate; or
(iv) not otherwise dealt with in this report or in the financial statements of the Group and of the Company, that would render any amount stated in the respective financial statements misleading.
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 that has arisen since the end of the financial year.
No contingent or other liability of the Group or of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors:
(i) the results of the operations of the Group and of the Company for the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature; 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 and of the Company for the financial year in which this report is made.
Directors’ Report and Statement
Pursuant To Section 169(15) Of The Companies Act, 1965 (Cont’d)
STATEMENT BY DIRECTORS PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
In the opinion of the Directors, the financial statements set out on pages 59 to 129, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2013 and of the results and cash flows of the Group and of the Company for the financial year ended on that date in accordance with Financial Reporting Standards, the Malaysian Accounting Standards Board Approved Accounting Standards in Malaysia for Entities Other Than Private Entities and comply with the requirements of the Companies Act, 1965 in Malaysia.
ULTIMATE HOLDING COMPANY
The Company’s immediate and ultimate holding company is Genting Berhad, a company incorporated in Malaysia.
AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
On behalf of the Board,
TAN SRI LIM KOK THAY MOHD DIN JUSOH
Chief Executive and Director Director
Kuala Lumpur 26 February 2014
Amounts in RM’000 unless otherwise stated
Note Group Company 2013 2012 2013 2012 As restated
Revenue 5&6 1,384,009 1,233,417 399,429 374,398 Cost of sales 7&44 (857,621) (716,085) (51,723) (49,346) Gross profit 526,388 517,332 347,706 325,052 Other income 50,019 55,059 28,227 32,581 Selling and distribution costs 44 (39,832) (36,405) (7,652) (8,591) Administration expenses (124,733) (77,940) (48,674) (44,743) Other expenses (124,409) (62,649) (7,067) (7,565) Operating profit 287,433 395,397 312,540 296,734 Finance cost (5,008) (3,778) - - Share of results in joint ventures 10,366 5,411 - - Share of results in associates 7,534 6,808 - - Profit before taxation 5&8 300,325 403,838 312,540 296,734 Taxation 12 (80,462) (81,965) (9,786) 6,185 Profit for the financial year 219,863 321,873 302,754 302,919 Attributable to:
Equity holders of the Company 227,797 327,063 302,754 302,919 Non-controlling interests (7,934) (5,190) - - 219,863 321,873 302,754 302,919 Earnings per share for profit attributable to the
equity holders of the Company:
- basic (sen) 13 30.02 43.10 - diluted (sen) 13 29.97 43.10
Income Statements
for the Financial Year Ended 31 December 2013
Amounts in RM’000 unless otherwise stated
Group Company 2013 2012 2013 2012 Profit for the financial year 219,863 321,873 302,754 302,919 Other comprehensive (loss)/income, net of tax Items that will be reclassified subsequently to
profit and loss:
Cash flow hedge (248) (674) 435 (594) Foreign currency translation differences (127,710) (54,479) - - Other comprehensive (loss)/income for the
financial year, net of tax (127,958) (55,153) 435 (594) Total comprehensive income for the financial year 91,905 266,720 303,189 302,325 Total comprehensive income/(loss) attributable to:
Equity holders of the Company 133,132 283,827 Non-controlling interests (41,227) (17,107)
91,905 266,720
Statements of
Comprehensive Income
for the Financial Year Ended 31 December 2013
Consolidated Statements of Financial Position
As At 31 December 2013
Amounts in RM’000 unless otherwise stated
Note Group Company 2013 2012 2013 2012
ASSETS
Non-current assets
Property, plant and equipment 15 1,110,238 1,011,099 220,402 215,922 Land held for property development 16 162,847 206,216 - - Investment properties 17 19,424 12,993 - - Plantation development 18 1,504,985 1,425,792 284,314 284,314 Subsidiaries 21 - - 2,206,581 1,969,081 Leasehold land use rights 19 238,702 235,489 - - Intangible assets 20 163,139 173,913 - - Joint ventures 22 37,466 27,099 - - Associates 23 24,459 20,049 2,123 2,123 Available-for-sale financial assets 24 106,865 100,391 - - Derivative financial assets 37 456 - - - Other non-current assets 25 10,307 11,487 - - Deferred tax assets 26 77,644 31,767 - 2,071 3,456,532 3,256,295 2,713,420 2,473,511
Current assets Property development costs 16 56,138 35,153 - - Inventories 28 89,439 127,329 1,674 4,349 Tax recoverable 19,148 29,651 14,092 16,208 Trade and other receivables 29 233,709 160,976 5,242 7,022 Amounts due from subsidiaries 21 - - 374,242 267,394 Amounts due from other related companies 30 3 - 146 153 Amounts due from a joint venture 22 3,948 3,806 - - Amounts due from associates 23 522 609 522 609 Available-for-sale financial assets 24 100,005 100,005 100,005 100,005 Cash and cash equivalents 31 830,995 951,330 642,480 757,550 1,333,907 1,408,859 1,138,403 1,153,290 Assets classified as held for sale 27 64,004 58,941 - - 1,397,911 1,467,800 1,138,403 1,153,290 Total assets 4,854,443 4,724,095 3,851,823 3,626,801
Amounts in RM’000 unless otherwise stated
Note Group Company 2013 2012 2013 2012 EQUITY AND LIABILITIES Equity attributable to equity holders of the Company Share capital 32 379,423 379,423 379,423 379,423 Reserves 33 & 34 3,046,854 3,044,294 3,377,399 3,164,186 3,426,277 3,423,717 3,756,822 3,543,609 Non-controlling interests 177,658 229,355 - - Total equity 3,603,935 3,653,072 3,756,822 3,543,609 Non-current liabilities Borrowings 38 861,454 702,720 - - Other payables 35 - 44,938 - - Provision for retirement gratuities 36 5,584 5,023 4,362 4,092 Derivative financial liabilities 37 1,571 2,801 - - Deferred tax liabilities 26 51,697 51,296 1,698 - 920,306 806,778 6,060 4,092 Current liabilities Trade and other payables 35 311,003 258,070 21,131 22,137 Amount due to ultimate holding company 30 2,290 2,244 2,290 2,244 Amounts due to subsidiaries 21 - - 64,586 53,765 Amounts due to other related companies 30 934 525 934 519 Borrowings 38 6,571 657 - - Derivative financial liabilities 37 4,007 2,072 - 435 Taxation 4,667 677 - - 329,472 264,245 88,941 79,100 Liabilities classified as held for sale 27 730 - - - 330,202 264,245 88,941 79,100 Total liabilities 1,250,508 1,071,023 95,001 83,192 Total equity and liabilities 4,854,443 4,724,095 3,851,823 3,626,801