He is also the Chairman of the Remuneration Committee and a member of the Nomination Committee of HeveaBoard Berhad. He is the Chairman of the Audit Committee and a member of the Nomination, Remuneration and Tender Board Committees of HeveaBoard Berhad.
CORPORATE STRUCTURE
HeveaPac Sdn Bhd
HeveaMart Sdn Bhd
Hevea OSB Sdn Bhd
BocoWood Sdn Bhd
The Board of Directors (the “Board”) of HeveaBoard Berhad (the “Company”) has always advocated the application of the Malaysian Code of Corporate Governance (the “Code”). The Executive Directors assume the main responsibility for the day-to-day management of the Group's business and the implementation of the policies and decisions of the Board of Directors.
STATEMENT ON CORPORATE GOVERNANCE
All board meetings are duly recorded in the board minutes by the company secretary. Directors over seventy (70) years of age are required to submit themselves for reappointment annually in accordance with Section 129(6) of the Companies Act, 1965.
STATEMENT ON INTERNAL CONTROL
Executive Directors are now involved in the management of business and operations of the Group;. The outsourced internal audit function provides objectives and independent reviews of the adequacy and effectiveness of the Group's internal control system.
STATEMENT ON DIRECTORS’ RESPONSIBILITIES
ADDITIONAL COMPLIANCE INFORMATION
- UTILISATION OF PROCEEDS
- OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES
- NON AUDIT FEES
- MATERIAL CONTRACTS
- REVALUATION POLICY
- STATUS OF CORPORATE PROPOSAL Proposed Exemption
Pursuant to the approval by the SC, no takeover bid would arise upon full exercise of the Warrants by HW and PAC for the period up to December 31, 2009, being the expiry date of the Warrants. As of November 2008, this proposed exemption no longer applies due to a disqualifying transaction by a member of the PAC with HW.
AUDIT COMMITTEE REPORT
- Composition
- Chairman
- Secretary
- Meetings
- Rights
- Duties
The meeting has a quorum of two (2) members, provided that the majority of members present at the meeting are independent. The Committee may, when necessary, call a meeting with such reasonable notice as the members of the Committee may think fit. All decisions at such a meeting are made by a show of hands with a majority vote. The internal and external auditors may attend any meeting at the invitation of the Board and appear before the Board when requested by the Board. Internal and external auditors may also request a meeting if they deem it necessary. a) has the authority to investigate any matter within its jurisdiction; b) has the resources necessary to perform its tasks; c) have full and unrestricted access to all information relating to the group;. d) have direct communication channels with external auditors and persons performing the internal audit function or activity; e) have the right to independent professional or other advice at the expense of the company;. f) has the right to call meetings with internal auditors and external auditors, except for the participation of other directors or employees of the Group, whenever deemed necessary; g) promptly report to Bursa Securities or such other name(s) as may be assumed by Bursa Securities, matters not satisfactorily resolved by the Board of Directors, resulting in a breach of the Listing Requirements; h) they have the right to adopt decisions by a simple majority of votes in the committee and that the president has the deciding vote if there is a tie vote; i) to meet as and when necessary, within a reasonable time; and. j) the president should call a meeting at the request of the internal and external auditors. a) Review with external auditors:. the audit plan, its scope and nature; the results of their assessment of accounting policies and the system of internal accounting controls in the Group; and. assistance provided to the external auditors by officers of the company, including any problems or disputes with management encountered during the audit. b) Review the adequacy of the scope, functions, powers, resources and determine the standards of the internal audit function. c) Providing the board of directors with the effectiveness of the internal control system and risk management practices of the Group. d) Review the internal audit program and the results of the internal audit, the processes or investigations carried out, and whether appropriate measures have been taken based on the recommendations of the internal audit function. audit reports and letters to management issued by external auditors and implementation of audit recommendations; assistance of company officials to external auditors. f) To monitor related party transactions entered into by the company or group and to determine whether such transactions are conducted on reasonable and customary commercial terms and conditions that are no more favorable to related parties than those generally available to the public, and ensure that directors report such transactions to shareholders annually through the annual report, and review conflicts of interest that may arise within the company or group, including any transaction, process or conduct that raises questions about management integrity. g) Review of quarterly reports on consolidated results and annual financial statements prior to submission to the Board of Directors, with particular emphasis on: changes or implementation of major accounting policies and practices; significant and/or unusual matters arising from the audit; compliance with accounting standards and other legal requirements; and. h) To consider the appointment and/or re-appointment of auditors, the audit fee and any questions of resignation or dismissal, including the recommendation of the appointment of a person or persons as auditors. SUMMARY OF BOARD ACTIVITIES. During the financial year in question, the activities carried out by the committee are as follows: a) reviewed and recommended the unaudited quarterly and annual audited consolidated results of the group to the board of directors for approval prior to publication by Bursa Securities; b) reviewed the audit plan of the external auditors; c) reviewed the reports of external auditors and their audit findings;. d) reviewed the identified key risk profile and ensured that it is updated by management during the process and, where appropriate, new risks are identified and included in the discussion; e) reviewed and ensured the adequacy of the scope and scope of the audit plan proposed by the internal auditors and approved the audit plan for the implementation of the audit; f) reviewed the internal audit reports and the results and recommendations arising from the reviews carried out by the external internal audit function; g) reviewed transactions with related parties and conflicts of interest that may arise in the company or group; and. h) dealt with the appointment (or re-appointment) of external and internal auditors, the audit fee and any questions about resignation or dismissal. The company's internal audit function is outsourced to an external service provider, namely Audex Governance Sdn Bhd. During the financial year, the external audit function assisted the Board in fulfilling its duties and responsibilities by conducting independent reviews to ensure the adequacy and effectiveness of the Group's internal control system. The activities of the internal audit function for the year include:. a) Conducted internal audit reviews in accordance with the internal audit plan approved by the Board; b) regularly reported on the results of internal audits and made recommendations for improvements to the board; and. c) Conducted follow-up visits to ensure satisfactory implementation of recommendations for improving internal control systems. Expenses incurred for the internal audit function in relation to the financial year ended 31 December 2008 amount to RM97,748.20.
CORPORATE SOCIAL RESPONSIBILITY
DIRECTORS’ REPORT
BHG. DATO’ LOO SWEE CHEW YOONG HAU CHUN
Dato' Loo Swee Chew and Yoong Hau Chun are deemed to have interests in shares in the subsidiaries to the extent of the Company's interest, in accordance with Section 6A of the Companies Act, 1965. The significant events during the financial year and after the balance sheet date of the Group and of the Company are disclosed respectively in Note 37 and Note 38 to the financial statements.
STATEMENT BY DIRECTORS
STATUTORY DECLARATION
DECEMBER 2008
- GENERAL INFORMATION
- PRINCIPAL ACTIVITIES
- FINANCIAL RISK MANAGEMENT POLICIES
- FINANCIAL RISK MANAGEMENT POLICIES (CONT’D) (a) Market Risk (Cont’d)
- BASIS OF ACCOUNTING (a) Basis of Preparation
- BASIS OF ACCOUNTING (CONT’D) (a) Basis of Preparation (Cont’d)
- BASIS OF ACCOUNTING (CONT’D) (b) Going Concern (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (b) Financial Instruments (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (d) Basis of Consolidation (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (g) Property, Plant and Equipment (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (j) Assets under Hire Purchase (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (o) Income Taxes (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (r) Segmental Information (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (u) Employee Benefits (Cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) (w) Revenue Recognition (Cont’d)
- INVESTMENTS IN SUBSIDIARIES
- PROPERTY, PLANT AND EQUIPMENT
- PROPERTY, PLANT AND EQUIPMENT (CONT’D)
- PREPAID LEASE PAYMENTS
- PREPAID LEASE PAYMENTS (CONT’D)
- OTHER INVESTMENT
- GOODWILL ON CONSOLIDATION
- INVENTORIES
- TRADE RECEIVABLES
- AMOUNTS OWING BY/(TO) SUBSIDIARIES
- SHARE CAPITAL
- SHARE PREMIUM
- RETAINED PROFITS
- DIVIDENDS
- LONG–TERM BORROWINGS
- PROVISION FOR RETIREMENT BENEFITS
- PROVISION FOR RETIREMENT BENEFITS (CONT’D) The principal actuarial assumptions used are as follows
- DEFERRED TAX LIABILITIES
- TRADE PAYABLES
- OTHER PAYABLES AND ACCRUALS
- AMOUNT OWING TO RELATED PARTIES
- SHORT–TERM BORROWINGS
- HIRE PURCHASE PAYABLES
- TERM LOANS
- TERM LOANS (CONT’D)
- BANK OVERDRAFTS
- NET ASSETS PER SHARE
- REVENUE
- INCOME TAX EXPENSE
- INCOME TAX EXPENSE (CONT’D)
- EARNINGS PER SHARE
- PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
- CASH AND CASH EQUIVALENTS
- CONTINGENT LIABILITY – UNSECURED
- RELATED PARTY DISCLOSURES (a) Identities of related parties
- RELATED PARTY DISCLOSURES (CONT’D)
- SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
- SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE
- DIRECTORS’ REMUNERATION
- CAPITAL COMMITMENT
- SEGMENTAL INFORMATION
- FAIR VALUES OF FINANCIAL INSTRUMENTS
- FAIR VALUES OF FINANCIAL INSTRUMENTS (CONT’D) (d) Foreign Currency Forward Contracts
The main activities of the subsidiaries are set out in note 6 to the annual accounts. The annual accounts of the Group and the Company are prepared on the basis of the accounting policies that apply to the continuity of business operations.
LIST OF PROPERTIES
DISTRIBUTION OF SHAREHOLDINGS AS AT 6 MAY 2009
SUBSTANTIAL SHAREHOLDERS AS AT 6 MAY 2009
ANALYSIS OF SHAREHOLDINGS
DIRECTORS’ SHAREHOLDINGS AS AT 6 MAY 2009
DIRECTORS’ SHAREHOLDINGS AS AT 6 MAY 2009 (cont’d)
LIST OF THIRTY (30) LARGEST SHAREHOLDERS AS AT 6 MAY 2009
ANALYSIS OF WARRANTHOLDINGS
- DISTRIBUTION OF WARRANTHOLDINGS AS AT 6 MAY 2009
- LIST OF THIRTY (30) LARGEST WARRANTHOLDERS AS AT 6 MAY 2009
- LIST OF THIRTY (30) LARGEST WARRANTHOLDERS AS AT 6 MAY 2009 (cont’d)
- DIRECTORS’ WARRANTHOLDINGS AS AT 6 MAY 2009
Pledged Securities Account for Yong Tu Sang (SMB–SFC). DIRECTORS' WARRANTY HOLDINGS AS AT 6 MAY 2009. Tan Sri Dato' Chan Choong Tack @. 1) Deemed interested by virtue of his relationship with Nur Jazman bin Mohamed, his son and by virtue of his sons' substantial shareholding in Sanur Sdn Bhd. 2) Deemed interested by virtue of Section 6A of the Act (shareholding held by Tenson Holdings Sdn Bhd, a substantial shareholder of HeveaWood Industries Sdn Bhd) and by virtue of his relationship with Yoong Hau Chun, his son, Yoong Li Yen and Yoong Li Mian, his daughters and deemed interested on behalf of HeveaWood Industries Sdn Bhd who are entitled to exercise 100 percent of the votes attached to the voting shares in Gemas Ria Sdn Bhd. 3) Deemed interested by virtue of his relationship with Yoong Tein Seng @ Yong Kian Seng, his father, Tan Ya Ling, his spouse and Yoong Li Yen , his sister and deemed interested by virtue of HeveaWood Industries Sdn Bhd entitled to exercise of controlling 100 percent of the votes attached to the voting shares in Gemas Ria Sdn Bhd. 4) Deemed interested by virtue of its substantial shareholdings in HeveaWood Industries Sdn Bhd under Section 6A of the Act, deemed interested by virtue of HeveaWood Industries Sdn Bhd entitled to the exercise of 100 percent of the votes attached to the voting shares in Gemas Ria Sdn Bhd and by virtue of his relationship with Loo to control Chin Meng (Lu Zhenming), his son. 5) Deemed interested based on his relationship with Dato' Philip Chan Hon Keong, his son. 6) Deemed interested based on his relationship with Yoong Li Yen, his spouse.
NOTICE OF ANNUAL GENERAL MEETING
The instrument appointing a representative must be lodged at the Company's Registered Office at 10th Floor, Menara Hap Seng, no. Ramlee, 50250 Kuala Lumpur, Wilayah Persekutuan at least forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. Explanatory note for special business. i) Authority to issue and allot shares pursuant to section 132D of the Companies Act, 1965.
