02 ... Notices of Annual General Meeting, Dividend Entitlement and Payment 06 ... Corporate Information
07 ... Corporate Structure 08 ... Chairman’s Statement
10 ... Corporate Social Responsibility 12 ... Profile of directors
15 ... Statement of Corporate Governance 21 ... Report of The Audit Committee 26 ... Statement on Internal Control
28 ... Statement of Directors’ Responsibilities for Preparing the Annual Financial Statements
29 ... Additional Compliance Information 33 ... Financial Statements
90 ... List of Properties Owned by the Group 91 ... Analysis of Shareholdings
Form of Proxy
AGENDA
1. to receive the audited Financial Statements of the Company for the financial year ended 31 August 2008 together with the Reports of the Directors and Auditors thereon.
2. to declare a first and final dividend of 5.0 sen per share, less 25% corporate tax, for the financial year ended 31 August 2008.
3. to approve the payment of directors’ fees for the financial year ended 31august 2008.
4. To re-elect the following Directors retiring pursuant to Article 81 of the Company’s Articles of Association, and being eligible offer themselves for re -election :-
(i) Mr. Tiong Chiong Ie; and (ii) Mr. bong wei Leong.
5. to consider and if thought fit, to pass the following resolution :-
“ThAT pursuant to Section 129(6) of the Companies Act, 1965, Ybhg. Tan Sri Datuk Diong hiew King
@ tiong hiew King be hereby re-appointed as a director of the Company to hold office until the conclusion of the next annual general meeting.”
6. to re-appoint messrs. hii & Lee as auditors for the ensuing year and to authorise the directors to fix their remuneration.
7. As special businesses :-
to consider and, if thought fit, pass the following resolutions as ordinary resolutions :- Ordinary Resolution No. 1
• Authority to issue shares pursuant to Section 132D of the Companies Act, 1965
“ThAT pursuant to Section 132D of the Companies Act, 1965 and subject always to the Company’s Articles of Association and approvals of the relevant authorities, the Directors be hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the directors may, in their absolute discretion, deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being AND ThAT the Directors be hereby empowered to obtain approval for the listing and quotation of the additional shares so issued on bursa Malaysia Securities berhad AND ThAT such authority shall continue in force until the conclusion of the next annual general meeting of the Company.”
NOTICES OF ANNUAL GENERAL MEETING, DIvIDEND ENTITLEMENT AND pAyMENT
NOTICE IS HEREBy GIvEN that the Fourth Annual General Meeting of the Company will be held at the Auditorium Room, Ground Floor, No. 66-78, Pusat Suria Permata, Jalan upper Lanang, C.D.T. 123, 96000 Sibu, Sarawak on Thursday, 5 February 2009 at 11.30 am to transact the following businesses :-
Resolution 1
Resolution 2
Resolution 3 Resolution 4
Resolution 5
Resolution 6
Resolution 7
NOTICES OF ANNUAL GENERAL MEETING, DIvIDEND
ENTITLEMENT AND pAyMENT NOTICES OF ANNUAL GENERAL MEETING, DIvIDEND ENTITLEMENT AND pAyMENT (CONT’D)
Resolution 8 Ordinary Resolution No. 2
• Proposed renewal of and new shareholders’ mandates for recurrent related party transactions of a revenue or trading nature (“Shareholders’ Mandates”)
“ThAT approval be hereby given to the Company and/or its subsidiaries (“RSb Group”) to enter into any of the category of recurrent related party transactions of a revenue or trading nature as outlined in point 3(b) (pages 3 to 10) of the Circular to Shareholders dated 14 January 2009 (“Circular”), with the specific related parties mentioned therein which are necessary for the RSb Group’s day- to-day operations subject further to the following :-
(a) the transactions are in the ordinary course of business and are on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders; and
(b) disclosure is made in the annual report a breakdown of the aggregate value of transactions conducted pursuant to the Shareholders’ mandates during the financial year where the aggregate value is equal to or exceeds the applicable prescribed threshold under Paragraph 2.1 of the Practice Note 12/2001, and amongst others, based on the following information :-
• the type of the recurrent transactions made; and
• the names of the related parties involved in each type of the recurrent transactions made and their relationship with the Company.
AND ThAT such approval shall continue to be in force until :-
(a) the conclusion of the next annual general meeting (“AGM”) of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; or
(b) the expiration of the period within which the next AGM of the Company subsequent to the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (the “Act”) [but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act]; or
(c) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is the earlier;
AND ThAT the Directors of the Company be hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the proposed Shareholders’ Mandates.
and that the estimated value given on the recurrent related party transactions specified in point 3(b) of the Circular being provisional in nature, the Directors of the Company be hereby authorised to agree to the actual amount or amounts thereof provided always that such amount or amounts comply with the review procedures set out in point 3(e) of the Circular.”
8. To transact any other business of which, due notice shall have been given in accordance with the Companies Act, 1965 and the Company’s Articles of Association.
NOTICES OF ANNUAL GENERAL MEETING, DIvIDEND ENTITLEMENT AND pAyMENT (CONT’D)
NOTICE OF DIvIDEND ENTITLEMENT AND pAyMENT
NOTICE IS ALSO HEREBy GIvEN that a first and final dividend of 5.0 sen per share, less 25% corporate tax, in respect of the financial year ended 31 august 2008, if approved at the forthcoming Fourth annual General meeting, will be paid on 19 March 2009 to Depositors whose names appear in the Record of Depositors on 20 February 2009.
A depositor shall qualify for entitlement only in respect of :-
(a) shares transferred to the depositor’s securities account before 4.00 pm on 20 February 2009 in respect of transfers;
and
(b) shares bought on bursa Malaysia Securities berhad on a cum entitlement basis according to the Rules of bursa Malaysia Securities berhad.
By order of the Board
Toh Ka Soon (MAICSA 7031153) voon Jan Moi (MAICSA 7021367) Joint Company Secretaries Dated : 14 January 2009 Sibu
Notes :-
1. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. to be valid, the form of proxy, duly completed must be deposited at the registered office of the Company at no. 85
& 86, Pusat Suria Permata, Jalan upper Lanang 12A, 96000 Sibu, Sarawak not less than 48 hours before the time for holding the meeting or any adjournment thereof.
3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section 149(1)(c) of the Companies Act, 1965 are complied with.
4. where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
5. If the appointor is a corporation the form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.
6. Explanatory Notes on Special businesses :-
Ordinary Resolution in relation to Section 132D of the Companies Act, 1965
The proposed resolution No. 7 in relation to authority to issue shares pursuant to Section 132D of the Companies Act, 1965, if passed, will empower the directors to issue and allot shares up to an aggregate amount not exceeding 10%
of the issued share capital of the Company for the time being, for such purposes as the Directors consider would be in the interests of the Company. This authority unless revoked or varied at a general meeting will expire at the next
NOTICES OF ANNUAL GENERAL MEETING, DIvIDEND
ENTITLEMENT AND pAyMENT (CONT’D) NOTICES OF ANNUAL GENERAL MEETING, DIvIDEND ENTITLEMENT AND pAyMENT (CONT’D)
annual general meeting. with this authority, the Company will be able to raise capital from the equity market in a shorter period of time and the costs to be incurred will also be lower as the need to convene an extraordinary general meeting will be dispensed with.
Ordinary Resolution in relation to proposed renewal of and new Shareholders’ Mandates
Paragraph 10.09 of the Listing Requirements of bursa Malaysia Securities berhad states that with regard to related party transactions involving recurrent transactions of a revenue or trading nature which are necessary for its day-to-day operations, the public listed company may seek a Shareholders’ Mandate.
The proposed resolution No. 8, if passed, will authorise the Company and each of its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the mandated related parties as identified in point 3(b) (pages 3 to 10) of the Circular, which are necessary for the RSb Group’s day-to-day operations, provided that such transactions are in the ordinary course of business and are on normal commercial terms which are not more favourable to the related parties than those generally available to the public and not to the detriment of the minority shareholders.
by obtaining the shareholders’ mandates, the necessity to convene separate meetings from time to time to seek shareholders’ approval as and when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time and costs associated with the convening of such meetings without compromising on the corporate objectives of the RSb Group or adversely affecting the business opportunities available to the RSb Group.
Please refer to the Circular for further information.
BOARD OF DIRECTORS
Tan Sri Datuk Diong hiew King @ Tiong hiew King (Executive Chairman)
Tiong Kiong King
(Non-Independent Non-Executive Vice Chairman) Tiong Chiong Ong
(Managing Director) Tiong Chiong Ie
(Non-Independent Non-Executive Director) bong wei Leong
(Independent Director) Tiong Ing Ming (Independent Director)
COMpANy SECRETARIES
Toh Ka Soon (MAICSA 7031153) Voon Jan Moi (MAICSA 7021367)
REGISTERED OFFICE
No. 85 & 86, Pusat Suria Permata Jalan upper Lanang 12A 96000 Sibu, Sarawak Tel. No. : 084-218555 Fax No. : 084-219555
HEAD OFFICE
No. 85 & 86, Pusat Suria Permata Jalan upper Lanang 12A 96000 Sibu, Sarawak Tel. No. : 084-218555 Fax No. : 084-219555
E-mail address: [email protected]
SHARE REGISTRAR
Symphony Share Registrars Sdn. bhd.
Level 26, Menara Multi-Purpose Capital Square
No. 8, Jalan Munshi Abdullah 50100 Kuala Lumpur
Tel. No. : 03-27212222
Fax No. : 03-27212530 / 27212531
AUDITORS
hii & Lee (AF : 0123) Chartered Accountants No. 1, 2nd Floor
Lorong Pahlawan 7A2 Jalan Pahlawan 96000 Sibu, Sarawak
STOCK ExCHANGE LISTING
Listed on Main board of bursa Malaysia Securities berhad Stock name : RSAwIT
Stock code : 5113
pRINCIpAL BANKERS
Rhb bank berhad Malayan banking berhad OCbC bank (Malaysia) berhad hong Leong bank berhad
CORpORATE INFORMATION
RIMBUNAN SAwIT BERHAD
(COMpANy NO. 691393-U)
R.H. plantation Sdn. Bhd. 100%
(Company No. 153619-A)
Timrest Sdn. Bhd. 100%
(Company No. 168720-D)
Nescaya palma Sdn. Bhd. 85%
(Company No. 483804-w)
Baram Trading Sdn. Bhd. 85%
(Company No. 60689-U)
Rimbunan Sawit Holdings Berhad 100%
(Company No. 667071-H)
CORpORATE INFORMATION CORpORATE STRUCTURE
(100%) Midas plantation Sdn. Bhd.
(Company No. 671956-A)
1. Financial Highlights
Gross profits for the year ended 31 august 2008 stood at Rm77.83 million, an increase over 72 % as compared to the previous year ended 31 august 2007. net profits after taxation stood at Rm 39.00 million as compared to Rm17.03 million achieved in the previous financial year. this is primarily attributed to favorable Crude Palm Oil (“CPO”) and Palm Kernel (“PK”) prices and increased in fresh fruit bunches (“FFb”) production from the Group’s estates.
the increased earnings to 30.41 sen per share from 13.28 sen per share during the previous financial year ended 31 August 2007 shows every commitment of the Company to improve shareholders’ value.
2. Corporate Exercise
On 19 march 2008, the Group finalized the acquisition of 85% equity in baram trading Sdn bhd and nescaya Palma Sdn bhd for a total purchase consideration of RM 49.778 million.
3. Operation Review
The Group produces 201,535 tons of FFb, an equivalent to 42,826 tons of CPO and 9,654 tons of PK during the year under review. FFb production increased by 14.7% over the same period during last financial year.
The average selling price for CPO and PK for the year under review was RM 2,983 per ton and RM 1,652 per ton respectively. the Group’s oil extraction rate was 21.25% and kernel extraction rate was 4.79%. the Group’s average FFb yield per hectare stood at 15.44 tons per hectare.
During the year under review, the Group’s palm oil mill processed some 265,837 tons of FFb, producing 56,504 tons of Dear Shareholders,
On behalf of the board of Directors of Rimbunan Sawit berhad (“RSb”), it is my pleasure to present the Annual Report, incorporating the Financial Statements of the Company and of the Group for the year ended 31 August 2008.
CHAIRMAN’S STATEMENT
CHAIRMAN’S STATEMENT CHAIRMAN’S STATEMENT (CONT’D)
4. Corporate Social Responsibility
Apart from business, RSb looks into the environment and the society. The Group implements Clean Development Mechanism (CDM) on its palm oil mill during the year under review as a move to protect the environment. The Group also invested in human capital by providing industrial training for undergraduates and scholarships for its employees.
This is part of RSb’s contributions to the society in sustaining equitable growth.
5. Outlook and prospects
the powerful global forces driving the global economy currently will continue to exert considerable influence on RSb performance in the future. with dipping petroleum prices and lower CPO prices, there is an immediate need to strengthen the financial position of RSb to meet intensive competition. with confidence in strong fundamentals of the Company and the dynamic management team, we should be able to sustain strong returns to maximize shareholders’ value.
Although the CPO prices are sliding downwards, there are clear indications that the prices will rebound in the next few months. we are confident that Company will be able to generate reasonable profits in the coming financial year.
6. Acknowledgements
The success of the Group is attributable to the dedication and loyalty of its highly skilled staff. On behalf of the board, I wish to take this opportunity to express our sincere appreciation for their efforts. I would like to extend my heartfelt thanks to my fellow board members as well as the Supervisory Committee members for their services to the Group. I would also like to thank our valued shareholders, associates and partners for their support to the Group.
“Developing Smart Partnership”
Tan Sri Datuk Diong Hiew King @ Tiong Hiew King Executive Chairman
CORpORATE SOCIAL RESpONSIBILITy
As part of nation building, RSb indulges in many areas to attain a balance between business and the society. It is the vision of RSb to contribute in various ways so that a balance growth between the Company and the society is achieved.
1. Life long learning – RSb realizes the need of developing of human capital in achieving excellence. Providing on the job training for employees with training bodies in the plantation industry is given priority in order to equipped employees with skills and knowledge. This is the inspiration of the Company.
Providing industrial training to universities undergraduates in business, plantations and mills are some example of RSb social responsibility.
2. Environment – The environment is another area of concern at RSb. under the Kyoto Protocol, oil palm mills must practise clean development mechanism (CDM) by 2012. RSb takes the forward step and implement the Clean Development Mechanism (CDM) project on their oil palm mill recently. This is an example of our commitment in deriving clean environment from our manufacturing activities in reducing pollution and wastes.
3. Culture, sports and recreation – Sarawak is enlarged with vast diverse ethnic cultures. RSb recognize the importance of nation building through culture. Participating in annual borneo heritage, a get together of various ethnic cultures, is RSb prime showcase. Another area which RSb has given priority is the health of its employees. Remaining healthy will not only reduces incidences of chronic diseases but reduces stress. RSb invested in this by providing aerobic classes and games for the employees. Fortnightly aerobics session were carried out at the premises. A gymnasium is also provided and participation of employees was very encouraging.
4. Job fair and hiring activities – Searching for the right employees is the inspiration of RSb. Participation in job fairs and hiring activities gave the chance to the public to recognize their potential employers as well as getting to know them. RSb participated in such events carried out through out Sabah and Sarawak.
RSb employees attending examination at a training center in plantation management
Mid Autumn Festival celebration
RSb staffs enjoying the aerobics session
The Clean Development mechanism (CDM) on R.h.
Palm Oil Mill, Miri
Visitors at RSb booth RSb staffs mending booth at fair
CORpORATE SOCIAL RESpONSIBILITy CORpORATE SOCIAL RESpONSIBILITy (CONT’D)
5. Safety and health – a safe work place is the most desirous in today’s working environment. RSb recognizes the importance of occupational safety and health by investing in equipments and developing risk free environment in both the estates and mills. The safety and health committee monitors occupational and working environment of operating units and act as a watch body to the management and the employees in safety and health needs. Active participation of employees in order to achieve risk free work environment is our priority.
6. helping hand – RSb cares for the society. In adversities, RSb provides donations and extends helping hand to individual and organizations. RSb also provides transport to needy school children on its estates and mills apart of its moral obligation to its employees.
7. enhancing competency and excellence – apart from good employees, RSb recognizes the need to further enhance its employees. Providing scholarships, seminars and in-house training sessions carried out by trained professionals in various fields are some examples of RSb’s commitments to the betterment of the human brainpower.
Visitors at RSb booth
pROFILE OF DIRECTORS
Tan Sri Datuk Diong Hiew King @ Tiong Hiew King
« Aged 73/Malaysian
« Executive Chairman
Tan Sri Datuk Diong hiew King @ Tiong hiew King is a businessman with vast and extensive experience in various business sectors including newspaper publishing, information technology, timber harvesting, timber processing, tree plantation and oil palm plantation. he was appointed to the board of Rimbunan Sawit berhad (“RSb”) on 14 February 2006 and was appointed as Executive Chairman on 15 February 2006.
Over the years, Tan Sri Datuk Tiong has started and built up the Rimbunan hijau Group of Companies (“Rh Group”), a large diversified conglomerate which has interests in various businesses in Malaysia as well as outside Malaysia. Currently, he is the Executive Chairman and Managing Director of the Rh Group. Tan Sri Datuk Tiong also sits on the boards of Sin Chew Media Corporation berhad and other private limited companies.
during the financial year ended 31 august 2008, tan Sri datuk tiong attended five (5) out of six (6) board meetings held. his shareholdings in RSb Group as at 18 December 2008 are disclosed in page 92 of this annual report.
Tiong Kiong King
« Aged 61/Malaysian
« Non-Independent Non-Executive vice Chairman
Mr. Tiong Kiong King is a businessman and was appointed to the board of RSb on 14 February 2006. Subsequently, he was appointed as Non-Independent Non-Executive Vice Chairman on 15 February 2006. he is also the chairman of Remuneration and Nomination Committees, and a member of the Audit Committee.
Mr. Tiong joined the Rh Group in 1975 where he has held various positions including being a Director in one of the subsidiaries of RSb since December 1997. he has more than thirty five years of managerial experience in the timber industry. Currently, he is the President for Sibu Chinese Chamber of Commerce and Industry. Mr. Tiong also sits on the board of Subur Tiasa holdings berhad and several private limited companies.
Mr. Tiong has attended three (3) out of six (6) board meetings held during the financial year ended 31 august 2008. his shareholdings in RSb Group as at 18 December 2008 are disclosed in page 92 of this annual report.
pROFILE OF DIRECTORS pROFILE OF DIRECTORS (CONT’D)
Tiong Chiong Ong
« Aged 50/Malaysian
« Managing Director
Mr. Tiong Chiong Ong is a businessman. he was appointed to the board of RSb on 14 February 2006 and was appointed as Managing Director of RSb on 15 February 2006. Mr. Tiong graduated with a bachelor of Law and Economics from Monash university, Australia in 1984 and joined Rh Group in 1986. he has more than fifteen years of experience in various capacities in the plantation and timber industries. he is also the chairman of Risk Management Committee.
Currently, Mr. Tiong is an associate member of the CPA Australia and a member of the Victorian and Sarawak bar and the Institute of Approved Company Secretaries. he also holds directorship in EON bank berhad and several private limited companies.
during the financial year ended 31 august 2008, mr. tiong has attended all the six (6) board meetings held. his shareholdings in RSb Group as at 18 December 2008 are disclosed in page 92 of this annual report.
Tiong Chiong Ie « Aged 38/Malaysian
« Non-Independent Non-Executive Director
Mr. Tiong Chiong Ie, a businessman, was appointed to the board of RSb on 14 February 2006. he graduated with a bachelor of business in Information System from Monash university, Australia in 1994. Mr. Tiong joined the Rh Group in 1996 and has more than ten years of managerial experience in the timber, transportation provider and shipping industry. he is also a member of Remuneration Committee.
Mr. Tiong holds directorships in Technodex berhad, hornbilland berhad and several private limited companies. mr. tiong has attended five (5) out of six (6) board meetings held during the financial year ended 31 august 2008.
his shareholdings in RSb Group as at 18 December 2008 are disclosed in page 92 of this annual report.
pROFILE OF DIRECTORS (CONT’D)
Bong wei Leong
« Aged 41/Malaysian
« Independent Director
Mr. bong wei Leong is a businessman. he was appointed to the board of RSb on 14 February 2006. he graduated with a bachelor of business (Accountancy) and bachelor of Law from Queensland university of Technology, Australia in 1993. mr. bong was a Partner of a public accountants firm prior to starting his own practice in 2004. he has more than twelve years of experience in providing auditing, accounting and taxation services to various clients. he is a member of the Malaysian Institute of Accountants and the CPA Australia. Mr. bong also sits in the board of one of the subsidiaries.
Mr. bong is the Senior Independent Director to whom concerns regarding the Company may be conveyed. he is also chairman of Audit Committee and members of Remuneration and nomination Committees. during the financial year ended 31 August 2008, Mr. bong attended all the six (6) board meetings held. he holds no share in RSb Group.
Tiong Ing Ming « Aged 51/Malaysian
« Independent Director
Mr. Tiong Ing Ming is a registered quantity surveyor of the board of Quantity Surveyors, Malaysia and a member of the Institution of Surveyors Malaysia. he was appointed to the board of RSb on 14 February 2006.
he graduated with a bachelor of building (hons) from university of Melbourne, Australia in 1982 and began his career in a consulting quantity surveying practice since 1994. Mr. Tiong also sits on the board of a private limited company.
Mr. Tiong is members of Audit and Nomination Committees.
Mr. Tiong has attended all the six (6) board meetings held during the financial year ended 31 august 2008. his shareholdings in RSb Group as at 18 December 2008 are disclosed in page 92 of this annual report.
Notes :-
a. Tan Sri Datuk Diong hiew King @ Tiong hiew King and Tiong Kiong King are brothers and is the father and uncle of Tiong Chiong Ong respectively. both Tan Sri Datuk Diong hiew King @ Tiong hiew King and Tiong Kiong King, and Tiong Chiong Ong are the uncles and cousin of Tiong Chiong Ie respectively. Apart from these, the other Directors have no family relationship with each other or the major shareholders of RSb.
b. none of the directors have been convicted of offences within the past ten years other than traffic offences.
c. None of the Directors hold any directorship in public companies, except for Tan Sri Datuk Diong hiew King @ Tiong hiew King, Tiong Kiong King, Tiong Chiong Ong and Tiong Chiong Ie.
d. Apart from Tan Sri Datuk Diong hiew King @ Tiong hiew King, Tiong Kiong King, Tiong Chiong Ong and Tiong Chiong Ie, none of the directors have any conflict of interest with the Company. the value and the type of significant related party transactions
INTRODUCTION
The Malaysian Code on Corporate Governance (“the Code”) sets out principles and best practices on structures and processes that companies may use in their operations towards achieving optimal governance framework. To this end, the Listing Requirements of bursa Malaysia Securities berhad (“Listing Requirements”) requires listed companies to disclose in their annual report a statement on the application of these principles and best practices as advocated by the Code.
The board of Directors of Rimbunan Sawit berhad (“RSb” or “the Company”) believes in the principles of good corporate governance and supports the implementation of the highest standards of corporate governance throughout the RSb Group as a fundamental part of discharging its fiduciary responsibilities to protect and enhance shareholders’ value and the financial performance of the RSb Group.
In line with this, the board of RSb is pleased to disclose the manner in which it has applied the principles of good governance and the extent to which it has complied with the best practices set out in Part 2 of the Code. These disclosures are contained in this statement, the Statement on Internal Control and the Report of the Audit Committee.
THE BOARD OF DIRECTORS
Composition of the Board
The board has six (6) members, comprising the Executive Chairman, the Non-Independent Non- Executive Vice Chairman, the Managing Director and three (3) Non-Executive Directors, two (2) of whom are independent. Together, the Directors have a wide range of experience in relevant fields required to successfully direct and supervise the RSb Group’s business activities.
the mix of skills and experiences are vital for the effectiveness of the board and the success of the Group. the profiles of each Director are presented on pages 12 to 14 of this annual report.
To ensure that there is balance of power and authority, the roles of the Chairman and the Managing Director are clearly separated. The Chairman heads the board in setting values and standards of the Group and is primarily responsible for the orderly conduct and effectiveness of the board, whilst the Managing Director is responsible for the operating units, organisational effectiveness and implementation of board policies and executive decisions making.
The Independent Directors play an important role in ensuring impartiality of the board’s deliberations and decision-making process. the presence of directors fulfils a crucial role in corporate governance, for the provision of unbiased and independent views, advice and judgement to take account of the interests, not only of the RSb Group, but also of all shareholders including employees, customers, suppliers and the many communities in which the RSb Group conducts business.
Mr. bong wei Leong is the appointed Senior Independent Director to whom concerns or queries concerning the RSb Group may be conveyed to.
pROFILE OF DIRECTORS (CONT’D) STATEMENT OF CORpORATE GOvERNANCE
Board procedures
besides its statutory duties, the board is responsible for good corporate governance, including the setting of the RSb Group’s overall strategic direction, overseeing the conduct of the businesses, identifying principal risks, ensuring that systems are in place to manage these risks, implementation of succession planning programme for Senior Management, implementation of an investors relations programme and reviewing the adequacy of the RSb Group’s system of internal controls.
Six (6) board meetings were held during the financial year ended 31 august 2008. the details of attendance of each of the Director at the board meetings are outlined as follows :-
Numbers of meetings attended
Tan Sri Datuk Diong Hiew King @ Tiong Hiew King 5 out of 6
Tiong Kiong King 3 out of 6
Tiong Chiong Ong 6 out of 6
Tiong Chiong Ie 5 out of 6
Bong wei Leong 6 out of 6
Tiong Ing Ming 6 out of 6
Supply of and Access to Information
Every Director has ready and unrestricted access to the information pertaining to the RSb Group’s business and affairs to enable them in discharging their duties and responsibilities. All Directors are provided with an agenda and a set of board papers in a timely manner prior to board meetings, to ensure the directors receive sufficient relevant information and to allow sufficient time for their detailed review and consideration so as to enable them to participate effectively in board decisions.
All Directors have the right to make further enquiries where they consider necessary prior to board meetings.
All Directors have access to the Company Secretaries, independent external professional advisors, and internal/external auditors in appropriate circumstances for advice and services in the furtherance of their duties, at the Company’s expense.
Committees of The Board
The following board Committees have been established to assist the board in discharging its duties. All board Committees do not have executive powers but to report to the board on all matters considered and their recommendations thereon.
The terms of reference of each Committee have been approved by the board and, where applicable, comply with the recommendations of the Code.
• Audit Committee
the audit Committee, formed on 2 march 2006, reviews issues of accounting policy and presentation for external financial reporting, monitors the work of the in-house internal auditor, ensures that an objective and professional relationship is maintained with the external auditors, and that conflicts of interest are avoided.
The Report of the Audit Committee is set out on pages 21 to 25 of this annual report.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
• Nomination Committee
the board has on 7 april 2006 set up a nomination Committee, which is mainly responsible for the identification and recommendation of new nominees to the board, for the annual review of the required mix of skills and experience of the board and for the annual assessment of the effectiveness of the board Committees, the board as a whole and the contribution of each director. during the financial year ended 31 august 2008, the nomination Committee has met twice.
The members of the Nomination Committee, all of whom are non-executive Directors and a majority of whom are independent, are as follows :-
Chairman : Tiong Kiong King (Non-Independent Non-Executive Vice Chairman) Members : bong wei Leong (Independent Director)
Tiong Ing Ming (Independent Director)
• Remuneration Committee
The Remuneration Committee was established on 7 April 2006 and is principally responsible for setting the policy framework and for making recommendations to the board on remuneration packages and benefits extended to the executive directors. the Remuneration Committee has met once during the financial year ended 31 august 2008.
The members of the Remuneration Committee, the majority of whom are non-executive, are as follows :- Chairman : Tiong Kiong King (Non-Independent Non-Executive Vice Chairman)
Members : Tiong Chiong Ie (Non-Independent Non-Executive Director) bong wei Leong (Independent Director)
• Risk Management Committee
the Risk management Committee assists the board in fulfilling its corporate governance responsibilities by monitoring, managing and mitigating the risks associated with the RSb Group’s business with a view to the long term viability of the RSb Group.
The members of the Risk Management Committee are as follows :- Chairman : Mr. Tiong Chiong Ong
Members : Mr. Alan Nee Choong Sing encik abdul aziz bin ishak Mr. Robert Ling Tong ung
Mr. Ngu Ming Kwong
Mr. Ling Tung hoi
Mr. Setia ak uliek
Mr. hii Jung Mee
Appointments to the Board
As indicated above, the Nomination Committee recommends the appointment of new Directors to the board. Thereafter upon approval by the board, the new Directors undergo a familiarisation programme, which includes visits to the RSb Group’s operating units, and meetings with Senior Management, as appropriate, to facilitate the new Directors’ understanding of the RSb Group.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D) STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
Re-election of Directors
In accordance with RSb ’s Articles of Association, all Directors who are appointed by the board are subject to election by shareholders at the ensuing annual general meeting after their appointment.
Additionally, in accordance with the RSb ’s Articles of Association and in compliance with the Listing Requirements, one- third (1/3) of the remaining Directors, including the Managing Director, are required to submit themselves for re-election by rotation at each annual general meeting, and all Directors must submit themselves for re-election at least once every three (3) years.
Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.
Directors’ Training
All the Directors have attended the Mandatory Accreditation Programme as required by bursa Securities after the Company listed on the Main board of bursa Malaysia Securities berhad on 28 June 2006.
The board acknowledges that continuous training is important to broaden their perspectives and to keep them abreast with regulatory and corporate governance developments. during the financial year ended 31 august 2008, the directors have attended appropriate training programmes conducted by external experts and the description of the training/seminar are set out below :-
Title of training/seminar Number of day(s) spent
Tax Seminar – e-filling ½
National Tax Conference 2008 2
The Quantity Surveying International Convention 2008 2
Essential For Sole Proprietorship 1
All Directors will continue to attend further training as may be required from time to time to equip themselves with the knowledge to discharge their duties more effectively and to keep abreast of developments in the marketplace.
DIRECTORS’ REMUNERATION
RSb recognises the need to ensure that remuneration of directors is appreciative and reflective of the responsibility and commitment that goes with board membership. The Remuneration Committee recommends to the board the remuneration package of the Directors. The fees for Non-Executive Directors are determined by the board as a whole. The remuneration package is determined in accordance to fair and equitable criterias based on the performance of the Directors.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
STATEMENT OF CORpORATE GOvERNANCE (CONT’D) STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
The board is of the opinion that matters pertaining to Directors’ remuneration are of a personal nature. however, in compliance with the Listing Requirements, the fees and remuneration paid to directors of the RSb Group during the financial year ended 31 August 2008, in aggregate and analysed into bands of RM50,000, were as follows :-
Executive Directors Non-Executive Directors
RM RM
Fee 5,000 137,000
Salary 1,320,000 -
bonus 440,000 -
Allowances 1,500 3,000
defined Contribution Plan 211,200 -
benefits-in-kind - -
Executive Directors Non-Executive Directors
No. No.
RM1,100,001 to RM1,150,000 2 -
RM50,001 to RM100,000 - 1
RM50,000 and below - 3
SHAREHOLDERS COMMUNICATION
RSb maintains a regular policy of disseminating information that is material for shareholders’ information via announcements made through the bursa Securities website. In compliance with the Listing Requirements, the Company also releases timely financial information on a quarterly basis, which includes an overview of the performance of RSb Group.
The Company uses the annual general meeting as a principal forum for dialogue with shareholders. Shareholders are encouraged to participate in the questions and answers session. Members of the board as well as the external auditors of the Company are present to answer queries raised at the meeting.
ACCOUNTABILITy AND AUDIT Financial Reporting
The Directors aim to present a balanced and understandable assessment of the RSb Group’s position and prospects in presenting its annual financial statements and quarterly announcements to shareholders. these financial statements are drawn-up in accordance with the provisions of the Companies Act, 1965 and the applicable approved accounting standards for entities other than private entities issued by the Malaysian Accounting Standards board, and are reviewed by the Audit Committee prior to approval by the board. in compliance with statutory requirements, the annual financial statements are subjected to audit by an independent external auditor.
Internal Control
The board of Directors acknowledge their responsibility for the RSb Group’s system of internal control, which is designed to identify and manage the risks of the businesses of the RSb Group, in pursuit of its objectives. In addition, the system of internal control practiced by the RSb Group spans over financial, operational and compliance aspects, particularly to safeguard the RSb Group’s assets and hence shareholders’ investments. In executing this responsibility, the board via the Audit Committee and the internal auditors, has adopted procedures to monitor the ongoing adequacy and integrity of the system of internal control.
Further details of the state of the system of internal control of the RSb Group are presented on pages 26 to 27 of this annual report.
Relationship with the Auditors
Through the Audit Committee, the RSb Group has established a formal and transparent relationship with the external auditors.
The Audit Committee meets with the external auditors at least twice a year.
The Audit Committee has been explicitly accorded the power to communicate directly with both external auditors and internal auditors. the auditors may from time to time throughout the financial year, highlight to the audit Committee and the board on matters that require the board’s attention.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
COMpOSITION OF THE AUDIT COMMITTEE
The Audit Committee of Rimbunan Sawit berhad (“RSb” or “the Company”) was established on 2 March 2006 and comprises the following Directors :-
Chairman : bong wei Leong (Independent Director)
Members : Tiong Kiong King (Non-Independent Non-Executive Director) [appointed on 22 April 2008]
Tiong Ing Ming (Independent Director)
Tiong Chiong Ong (Managing Director) [resigned on 22 April 2008]
mr. bong wei Leong is a member of the malaysian institute of accountants, one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967.
TERMS OF REFERENCE
The terms of reference of the Audit Committee are as follows :- (1) Objectives
The Audit Committee has been formed with the following objectives :-
(a) enhance openness, integrity and accountability in the activities of the Company and the Group so as to safeguard the rights and interests of the shareholders;
(b) provide assistance to the board of directors in fulfilling its fiduciary responsibilities relating to corporate accounting and reporting practices;
(c) enhance the Company’s and the Group’s business effectiveness and efficiency, quality of the accounting and audit functions and strengthen the public’s confidence in the reported results of the Company and the Group;
(d) maintain, through regularly scheduled meetings, a direct line of communication between the board of Directors and the internal and external auditors; and
(e) enhance the independence of the internal audit functions.
(2) Membership
The Audit Committee shall be appointed by the board of Directors from amongst their number and shall consist of not less than three (3) members. All members of the Audit Committee must be non-executive directors, with a majority of them being independent directors. No alternate director shall be appointed as a member of the Audit Committee.
At least one (1) member of the Audit Committee :-
• must be a member of the malaysian institute of accountants (“mia”); or
• must have at least three (3) years’ working experience if he is not a member of mia and :-
- must have passed the examinations specified in Part i of the 1st Schedule of the accountants act 1967; or - must be a member of one (1) of the associations of accountants specified in Part ii of the 1st Schedule of the
Accountants Act 1967; or
• fulfils such other requirements as prescribed or approved by bursa malaysia Securities berhad (“bursa Securities”).
If membership of the Audit Committee for any reason falls below three (3) members, the board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to fulfil the minimum requirement.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D) REpORT OF THE AUDIT COMMITTEE
(3) Chairman
The Chairman of the Audit Committee shall be elected from amongst their number who shall be an independent director appointed by the board of Directors.
(4) Secretary
The Secretary to the Audit Committee shall be any one (1) of the joint company secretaries.
(5) Quorum
A quorum shall consist of a majority of independent directors and shall not less than two (2) independent directors.
(6) Meetings and Minutes
The Audit Committee shall hold at least four (4) meetings a year. Additional meeting may be held as and when necessary, upon request by any Audit Committee member, the Management, internal or external auditors. The Internal Audit Manager and the Group Financial Controller are normally invited to attend the meetings. Other members of the board of Directors, employees and representative of external auditors shall attend the meetings upon the invitation of the Audit Committee.
A resolution in writing signed by all Audit Committee members shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member.
The Audit Committee shall meet with the external auditors, excluding the attendance of other Directors and employees of the Company and the Group, at least twice a year.
The Audit Committee may also meet with the internal auditors, excluding the attendance of other Directors and employees of the Company and the Group, whenever deemed necessary.
Minutes of meetings shall be kept and distributed to each member of the Audit Committee and the board of Directors.
The Chairman of the Audit Committee shall report on each meeting to the board of Directors.
(7) Review of the Composition of the Audit Committee
the term of office and performance of the audit Committee and each of the members shall be reviewed by the board of Directors at least once every three (3) years to determine whether the Audit Committee and its members have carried out their duties in accordance with their terms of reference.
(8) Authority
The Audit Committee is authorised by the board of Directors to :-
(a) investigate any activity/matter within its terms of reference and shall have unrestricted access to all employees of the Company and the Group;
(b) have the resources in order to perform its duties as set out in its terms of reference;
(c) have full and unrestricted access to any information pertaining to the Company and the Group;
(d) have direct communication channels with the internal and external auditors;
(e) obtain external legal or other independent professional advice as necessary; and
REpORT OF THE AUDIT COMMITTEE (CONT’D)
REpORT OF THE AUDIT COMMITTEE (CONT’D) REpORT OF THE AUDIT COMMITTEE (CONT’D)
(f) convene meetings with the internal auditors, external auditors or both, excluding the attendance of other Directors and employees of the Company and the Group.
Notwithstanding anything to the contrary hereinbefore stated, the Audit Committee does not have executive powers and shall report to the board of Directors on matters considered and its recommendations thereon, pertaining to the Company and the Group.
(9) Responsibility
where the Audit Committee is of the view that a matter reported by it to the board of Directors has not been satisfactorily resolved resulting in a breach of the Listing Requirements of bursa Malaysia Securities berhad, the Audit Committee has the responsibility to promptly report such matter to bursa Securities.
(10) Functions and Duties
The duties of the Audit Committee are to :-
(a) consider the nomination, appointment, re-appointment, resignation and dismissal of external auditors, the auditors’
remuneration and any questions of resignation or dismissal;
(b) consider whether there is reason (supported by grounds) to believe that the external auditors of the Company and the Group are not suitable for re-appointment;
(c) review the nature and scope of audit plans prepared by the internal and external auditors before the audit commence, and ensure co-ordination where more than one (1) audit firm is involved;
(d) review the audit reports prepared by the external auditors, the major findings and the management’s responses thereto;
(e) discuss problems and reservations arising from the interim and final audits, and any matter the external auditors may wish to bring up;
(f) review the quarterly and annual financial statements of the Company and the Group primarily focusing on the matters set out below, before submission to the board of Directors for approval :-
• any changes in or implementation of major accounting policies and practices, where applicable;
• significant and unusual events;
• significant adjustments arising from the audit;
• the going concern assumption; and
• compliance with accounting standards and other regulatory/legal requirements.
(g) consider the internal audit reports, major findings and the management’s responses thereto on any internal investigations carried out by the internal auditors and ensure that appropriate action is taken by the Management in respect of the audit observations and the Audit Committee’s recommendations;
(h) review the auditors’ evaluation of the systems of internal controls;
(i) review the adequacy of the scope, functions, competency and resources of the internal audit functions and whether it has the necessary authority to carry out its work;
(j) review any appraisal or assessment of the performance of the members of the internal audit function;
(k) approve any appointment or termination of senior staff members of the internal audit function;
(l) be informed of any resignation of the internal audit staff members and to provide the resigning staff member an opportunity to submit his or her reasons for resigning;
(m) review the assistance given by the Company’s and the Group’s employees to the internal and external auditors;
(n) review any related party transaction and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of the Management integrity;
and
(o) perform such other functions as may be agreed to by the Audit Committee and the board of Directors.
ACTIvITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL yEAR Meetings and Attendance
during the financial year ended 31 august 2008, five (5) audit Committee meetings were held. the details of attendance of each of the Audit Committee member are outlined as follows :-
Numbers of meetings attended
bong wei Leong 5 out of 5
Tiong Chiong Ong (resigned on 22 April 2008) 4 out of 4
Tiong Ing Ming 5 out of 5
Tiong Kiong King (appointed on 22 April 2008) 1 out of 1
Summary of Activities of Audit Committee
the following activities were carried out by the audit Committee during the financial year ended 31 august 2008 in the discharge of its functions and duties :-
(a) reviewed and approved the audit plans of the RSb Group with the internal and external auditors;
(b) reviewed and deliberated the audit reports for the RSb Group and consideration of the major findings and recommendations by the internal and external auditors, and Management’s responses thereof;
(c) reviewed and deliberated the quarterly and annual financial results of the Company and RSb Group prior to submission to the board of Directors for their consideration and approval;
(d) reviewed of any related party transactions and conflict of interest situation to be entered into by the Company and the RSb Group including any transaction, procedure or course of conduct that raises questions of management integrity, prior to submission to the board of Directors for their consideration and approval;
(e) reviewed adequacy of the disclosure on related party transactions entered into by the Company and the RSb Group in the quarterly and annual reports of the Company;
(f) met with the internal and external auditors with and without the presence of the other Directors and employees;
(g) considered and recommended the re-appointment of external auditors and their fees;
(h) reviewed the Statement on Internal Control and Report of the Audit Committee prior to submission to the board of Directors for their consideration and approval;
REpORT OF THE AUDIT COMMITTEE (CONT’D)
(i) reviewed the proposed amendments to the Terms of Reference of the Committee prior to recommendation to the board of Directors for approval; and
(j) considered the change of external auditors of new subsidiaries, prior to recommendation to the board of Directors.
ACTIvITIES OF THE INTERNAL AUDIT FUNCTION
The internal audit department of the Group assists the Audit Committee in the discharge of its duties and responsibilities and is principally responsible for the independent assessment of the adequacy, effectiveness and efficiency of the internal control systems in place, in anticipating the risks exposures over key business processes so as to provide reasonable assurance that such systems continue to operate satisfactorily and effectively.
during the financial year ended 31 august 2008, the internal auditor has performed audit work on the following :-
• reviewing and appraising the soundness, adequacy and application of accounting, financial and operation and other controls of the RSb Group over inventory management, treasury and receivable process, and the production process flow;
• ascertaining the extent of compliance with established policies, procedures and statutory requirements;
• ascertaining the extent to which the RSb Group’s assets are accounted for and safeguarded from losses of all kinds;
• conducting of the following :- - review of internal control;
- review of estate’s performance;
- review of mill’s performance;
- review of manuring status;
- review of field conditions and harvesting standard; and - financial audit.
• identifying ways and opportunities to improve the effectiveness and efficiency of the operations of and processes within the RSb Group, in particular, over financial reporting of key indicators for management’s information;
• appraising the reliability and usefulness of data and information generated for management;
• attending year-end stock counts at all operating units; and
• reviewing related party transactions carried out by the RSb Group.
The internal audit reports were deliberated by the Audit Committee and recommendations were duly acted upon by the management.
REpORT OF THE AUDIT COMMITTEE (CONT’D) REpORT OF THE AUDIT COMMITTEE (CONT’D)
STATEMENT ON INTERNAL CONTROL
INTRODUCTION
The Company and its subsidiaries (the “Group”) continuously identify, evaluate, monitor and manage key controls and risks that could affect the Group, using certain well-established procedures. the Group has formalized those procedures by setting up a formal framework for the purpose of reporting to the Audit Committee.
BOARD RESpONSIBILITy
The board acknowledges its responsibility for maintaining a sound system of internal control and the need to review its adequacy and integrity on a regular basis. The system of internal control is meant to effectively manage business risk towards the achievement of objectives so as to enhance the value of shareholders’ investments and to safeguard the Group’s assets.
however, as in any system of internal control, it is designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore, it can only provide reasonable and not absolute assurance against material misstatement or loss.
the key elements of the Group’s system of internal control are summarized as follows:
RISK MANAGEMENT
The board acknowledges the importance of managing business risks and has established a Group Risk Management Committee that is dedicated to review the principal risks of the Group on an ongoing basis. This will involve the updating of the principal risk of all the Group’s operating units on a periodic basis and timely reporting of such risks to the attention of the board.
CONTROL STRUCTURE AND ENvIRONMENT
the board is fully committed to ensuring that a proper control environment is maintained within the organization to govern the manner in which the Group and its employees conduct themselves.
Independence of the Audit Committee
The Audit Committee comprises non-executive Directors, a majority of them are independent and all of whom bring with them a wide variety of experience. The Audit Committee has full and unimpeded access to both the internal as well as external auditors.
Internal and External Audit
The Group has an internal audit function whose primary responsibility is to independently assure the board, through the Audit Committee, that the system of internal controls functions as intended. The internal Auditors regularly audit the internal control practices and report significant findings to the audit Committee with proposed recommendations. the core function of the internal auditors is to perform an independent appraisal of the Group’s activity, to provide assurance on and to help management to maintain the best internal control system. The management is responsible to ensure that corrective actions on reported weaknesses are undertaken within an appropriate time frame.
in addition, the activities of the audit Committee in reviewing the results and work of the internal auditor and the findings arising from the external auditors’ audit of the statutory financial statements, will assist them in promoting good corporate governance.
STATEMENT ON INTERNAL CONTROL STATEMENT OF INTERNAL CONTROL (CONT’D)
Financial authority and operational information
The Company has implemented a system of controls as set out in the Operations Manual. The board will review from time to time and update the financial authority limits set out therein as and when necessary.
a detailed budgeting process takes place annually, where each business unit prepares its budget for the following financial year and the budget is then reviewed by the Managing Director, after which the budget is submitted to the board for formal approval.
At each board meeting, the board is furnished with timely and detailed board papers, endorsed by the Managing Director and the board is further briefed on all significant matters for their consideration and deliberation.
MONITORING AND REvIEw
Monitoring the Group’s business risks is one of the primary processes of the internal audit function, which then reviews and reports its findings on any significant changes in the risk profile of the Group to the audit Committee periodically.
The system of internal controls described in this statement is considered by the board to be adequate and there was no material internal control failure resulting in material losses during the financial year ended 2008 that would require separate disclosure in the Group’s Annual Report.
STATEMENT OF DIRECTORS’ RESpONSIBILITIES
FOR pREpARING THE ANNUAL FINANCIAL STATEMENTS
The Directors are required under the Listing Requirements of bursa Malaysia Securities berhad, to issue a statement explaining their responsibility for preparing the annual financial statements.
the directors are also 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 as at the financial year end and of the results and cash flows of the Group and of the Company for the financial year then ended.
as required by the act, the financial statements have been prepared in accordance with approved applicable Financial Reporting Standards issued by the Malaysian Accounting Standards board and the provisions of the Act. The Directors have considered that in preparing the financial statements of the Group and of the Company for the financial year ended 31 august 2008, appropriate accounting policies have been adopted and are consistently applied and supported by reasonable and prudent judgment and estimates. the directors have also confirmed that the financial statements have been prepared on a going concern basis.
The Directors have responsibility to ensure the Group and the Company maintain proper accounting records which disclose with reasonable accuracy at any time, the financial position and performance of the Group and the Company, and to enable them to ensure the financial statements comply with the provisions of the act.
The Directors have overall responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and other irregularities.
STATEMENT OF DIRECTORS’ RESpONSIBILITIES
FOR pREpARING THE ANNUAL FINANCIAL STATEMENTS ADDITIONAL COMpLIANCE INFORMATION
1. Utilisation of proceeds from corporate proposal
during the financial year ended 31 august 2008, there were no proceeds raised from any corporate proposal.
2. Share buy-backs
during the financial year ended 31 august 2008, the Company did not enter into any share buy back transaction.
3. Options, warrants and convertible securities
there were no exercise of options, warrants and convertible securities during the financial year.
4. Depository receipt programme
during the financial year under review, the Company did not sponsor any american depository Receipt or Global Depository Receipt programme.
5. Sanctions and/or penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year ended 31 august 2008.
6. Non-audit fees
the total amount of non-audit fees incurred for services rendered to the Company and its subsidiaries for the financial year ended 31 august 2008 by the Company’s external auditors, messrs. hii & Lee (“hL”), or a firm or company affiliated to hL amounted to RM15,000.00.
7. Variation in profit estimate, forecast or projection
there were no profit estimate, forecast or projection been announced by the Company during the financial year ended 31 August 2008.
8. variation in results
there was no significant variance between the results for the financial year and the unaudited results previously released by the Company.
9. Profit guarantee
no profit guarantee had been received by the Company in respect of the financial year under review.
10. Material contracts
There were no material contracts of the Company or its subsidiaries involving Directors and major shareholders subsisting at the end of the financial year under review or entered into since the end of the financial year under review or entered into since the end of the previous financial year.
11. Revaluation policy on landed properties
there were no revaluation policies on landed properties adopted by the Group during the financial year under review.
12. Recurrent related party transactions (“RRpT”)
the list of significant related party transactions are disclosed in note 32 to the Financial Statements on pages 84 to 85 of this annual report. a breakdown of the aggregate value of the RRPt of a revenue or trading nature during the financial year, for which shareholders’ mandates were obtained on 25 January 2008, are set out below :-
Related Party(ies) Relationship with RSB Group Nature of Transaction Actual Value as with RSB Group at 31 August 2008 (RM) All-Round Tyres Sdn bhd Connected to Tan Sri Datuk Diong Purchase of tyre 1,450.00
hiew King @ Tiong hiew King, Tiong Toh Siong
holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd and Datuk Tiong Thai King
Caiyuan Corporate Connected to Datuk Tiong Thai King, Rental of motor vehicles 71,200.00 Sdn bhd Tiong Toh Siong Enterprises Sdn bhd
and Tiong Chiong Ie
Cityvine Media Sdn bhd Connected to Tiong Chiong Ong Advertisement 13,618.00 Cityvine Systems Sdn Connected to Tiong Chiong Ong Repair and maintenance 150,109.50
bhd of office equipment
Deruan Sinar Sdn bhd Connected to Tan Sri Datuk Diong workshop management 1,378,000.00 hiew King @ Tiong hiew King, fee
Tiong Toh Siong holdings Sdn bhd and Teck Sing Lik Enterprise Sdn bhd
Global Learning Connected to Tan Sri Datuk Diong Staff training 17,777.00 Network Sdn bhd hiew King @ Tiong hiew King
Inter- Link Transport Sdn Connected to Tan Sri Datuk Diong Transportation charges 1,313,609.18
bhd hiew King @ Tiong hiew King,
Tiong Toh Siong holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd, Tiong Toh Siong Enterprises Sdn bhd, Pertumbuhan Abadi Asia Sdn bhd, Tiong Chiong Ie and Tiong Kiong King
Jayamax Plantation Connected to Tan Sri Datuk Diong Purchase of fresh fruit 12,087,511.10 Sdn bhd hiew King @ Tiong hiew King, bunches (“FFb”)
Tiong Toh Siong holdings Sdn bhd,
Teck Sing Lik Enterprise Sdn bhd, Rental of bin and hooklift 29,900.00 Tiong Kiong King and Datuk Tiong
Thai King
Kejuruteraan utama Connected to Tan Sri Datuk Diong Repair machineries 1,685.15 Sentiasa Sdn bhd hiew King @ Tiong hiew King,
Tiong Toh Siong holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd and Datuk Tiong Thai King
Ladang hijau Connected to Tan Sri Datuk Diong Rental of lorry 46,000.00 (Sarawak) Sdn bhd hiew King @ Tiong hiew King,
Tiong Toh Siong holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd, Datuk Tiong Thai King and Tiong Kiong King
