R I M B U N A N S A W I T B E R H A D
[ 6 9 1 3 9 3 - U ]
S U S T A I N I N G W E L L N E S S
Rimbunan Sawit
A N N U A L R E P O R T 2 0 1 3
Vision & Mission Locations of Operations Corporate Structure Corporate Information Financial Highlights Chairman’s Statement Managing Director’s Review of Operations Profile of Directors Statement on Corporate Governance Report of the Audit Committee Statement on Risk Management and Internal Control Corporate Social Responsibility
Financial Statements Statements of Directors’ Responsibilities for Preparing the Annual Financial Statements Additional Compliance Information List of Properties Owned by the Group Analysis of Shareholdings Notice of Annual General Meeting
Contents
2
3
4
5
6
7
10
12
15
27
33
35
42
125
126
129
130
134
Vision Mission
To be a leading
agri-business & plantation JURXSLQ$VLD3DFLÀF
- To enhance stakeholders’ values - To provide high quality
products and services to our customers
- To provide job opportunities and lifelong learning
opportunities at the workplace
and local community
LOCATIONS OF OPERATIONS
CORPORATE STRUCTURE
Rimbunan Sawit Berhad
R.H. Plantation Sdn Bhd
100%
100%
WoodijayaSdn Bhd100%
Rimbunan Sawit Holdings Sdn Bhd100%
Lumiera Enterprise Sdn Bhd100%
RSB Palm Oil Mill Sdn Bhd100%
Sibu Garden AndLeisure (M) Sdn Bhd
85%
Baram TradingSdn Bhd
70%
Pelita-Splendid Plantation Sdn Bhd60%
PJP Pelita Lundu Plantation Sdn Bhd60%
PJP Pelita Ulu Teru Plantation Sdn Bhd100%
Novelpac-Puncakdana Plantation Sdn Bhd100%
Rajang Builders Sdn Bhd85%
Burung Tiong Helicopter Sdn Bhd85%
PJP Pelita Biawak Plantation Sdn Bhd60%
PJP Pelita Ekang-Banyok Plantation Sdn Bhd60%
PJP Pelita Selangau Plantation Sdn Bhd100%
Sdn Bhd Timrest100%
Jayamax Plantation Sdn Bhd100%
Nescaya PalmaSdn Bhd
100%
Formasi AbadiSdn Bhd
100%
Midas PlantationSdn Bhd
Board of Directors Bong Wei Leong
(Chairman / Independent Director) Tiong Kiong King
(Non-Independent Non-Executive Director / Vice Chairman)
Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King (Executive Director)
Tiong Chiong Ong (Managing Director) Tiong Chiong Ie
(Non-Independent Non-Executive Director) Tiong Ing Ming
(Independent Director)
Company Secretary
Voon Jan Moi (MAICSA 7021367)
5HJLVWHUHG2IÀFH
No. 85 & 86, Pusat Suria Permata Jalan Upper Lanang 12A 96000 Sibu, Sarawak
Tel. No. : 084-218555 Fax No. : 084-219555
+HDG2IÀFH
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]
CORPORATE INFORMATION
Share Registrar
Symphony Share Registrars Sdn. Bhd.
Level 6, Symphony House
Block D13, Pusat Dagangan Dana 1 Jalan PJU IA/46
47301 Petaling Jaya Selangor Darul Ehsan
Tel. No. : 03-78418000 Fax No. : 03-78418152
Auditors
Crowe Horwath (AF : 1018) Chartered Accountants 1st Floor No.1
Lorong Pahlawan 7A2 Jalan Pahlawan 96000 Sibu, Sarawak
Stock Exchange Listing Listed on Main Market 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 CIMB Bank Berhad Public Bank Berhad
Bank Pertanian Malaysia Berhad Ambank (M) Berhad
FINANCIAL HIGHLIGHTS
REVENUE
SHAREHOLDERS’ FUND
PROFIT BEFORE TAX
TOTAL ASSET
0 -10 10 20 30 40 50 60 70 80 90 100 RM’ million
FY2009
(12 MTHS) FY2010
(16 MTHS) FY2011
(12 MTHS) FY2012
(12 MTHS) FY2013 (12 MTHS) -
18
78
95
31
(3)
0 50 100 150 200 250 300 350 400 RM’ million
FY2009
(12 MTHS) FY2010
(16 MTHS) FY2011
(12 MTHS) FY2012
(12 MTHS) FY2013 (12 MTHS) 152
291
360
314
282
FY2009
(12 MTHS) FY2010
(16 MTHS) FY2011
(12 MTHS) FY2012
(12 MTHS) FY2013 (12 MTHS) 0
100 200 300 400 500 600 700 800 900 RM’ million
88
427
884 882 870
FY2009
(12 MTHS) FY2010
(16 MTHS) FY2011
(12 MTHS) FY2012
(12 MTHS) FY2013 (12 MTHS) 0
200 400 600 800 1,000 1,200 1,400 1,600 1,800 RM’ million
283
1,307
1,612 1,568 1,614
FINANCIAL HIGHLIGHTS
The Group registered a revenue of RM282 million which represented a decrease of 10.2% as compared to 2012 of RM314 million. This was mainly due to the decline in the Group’s overall selling price of Crude Palm Oil (“CPO”) and Palm Kernel (“PK”). The average selling price per metric ton of both CPO and PK had dropped 24% from RM2,862 and RM1,615 in 2012 to RM2,187 and RM1,228 in 2013 respectively.
This substantial drop in price of commodities was LQÁXHQFHGE\ZHDNHQHGGHPDQGIURPWKHHPHUJLQJ economies. The high inventory levels of CPO had also caused its prices to trade below RM2,500 for a VXEVWDQWLDOSHULRGLQWKHÀQDQFLDO\HDU,QWDQGHP with the decrease in the pricing of the commodities, WKH*URXS·VUHFRUGHGDJURVVSURÀWPDUJLQRILQ 2013, which represented a decrease of 7.3% down from 20.8% in 2012. The increase in the cost of production, especially in the rise of labour costs after implementation of minimum wages, had also contributed to the lower SURÀWPDUJLQV
Despite being beleaguered by low CPO and PK prices for most part of the year, the Group managed to record a positive growth in the last quarter of 2013 with total revenue increased to RM78.5 million as compared to RM59.9 million in the corresponding quarter of 2012.
DIVIDEND
7KH%RDUGGLGQRWUHFRPPHQGÀQDOGLYLGHQGWREHSDLG in respect of the year ended 31 December 2013.
PLANTATION OPERATION REVIEW
In 2013, the Group’s oil palm planted area has increased to 54,659 hectares as compared to 52,291 hectares in 2012 whereas the production area was 36,867 hectares, an increase of 1,739 hectares from 2012 of 35,128 hectares. These improvements have contributed to the increase in the production of fresh fruit bunch (“FFB”) from 459,597 metric tons in 2012 to 479,480 metric tons in the year under review.
CHAIRMAN’S STATEMENT
Dear Shareholders,
On behalf of the Board of Directors of Rimbunan Sawit Berhad (“RSB” or
“Company”) and its subsidiaries (“the Group”), I am pleased to present to you the Annual Report and the Audited Financial Statements IRUWKHÀQDQFLDO\HDUHQGHG 31 December 2013.
Bong Wei Leong
Chairman, Independent Director
D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D D
De e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e ea a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a ar r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S S Sh h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h ha a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a a ar r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r re e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e eh h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h h ho o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o ol l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l ld d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d d de e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e er r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r r rs s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s s ss, , , , , , , , , , , , , , , , , , , , , , , , , , , , ,
On behalf of the Board On behalf of the Board of the Board ard rd rd of Directors of Rimbunan off Di ecto s of Rim Dire re rectto tto ors rs rs of Riii b mbunan an Sawit Berhad (“RSB” or Saw awi wit Berrh rhad (“RS ad (“RS (( RS RSB” o B” or
“Company”) and its
“Co o o pany ) a mpanny”””) a d it p p y nd its ts ts ts (“the Group”), I G subsidiaries (
s bsidia i uubs bs bsiidiarriries “t e G o es es es (““the Gro “ ro ro p up”), I present to you am pleased to present
am pleased to prese se e ed to to o pre res re ese ese ent to to o yo o yo yo you port and the the Annual Report h
the Annua
thhe Annnua Report and l Re eport p p rt and the the Audited Financial Statements Auudite te ed Fi Financial Statement nanciial Sta Stat ta ate te e ents ments ts ts IRUWKHÀQDQFLDO\HDUHQGHG IR
IR RUWKH ÀQDQFLDO \H HÀQDQFLLDO\H \H \HDU HQGHG DUHQGHG G 31 December 2013.
31 December 2013 ce ember 20 20 2013..
B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B B
Bo o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o on n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n ng g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W We e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e ei i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L L Le e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e e eo o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o on n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n n ng g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g g
Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch Ch h Ch Ch Ch Ch Ch Ch Ch Ch C C Ch Ch Ch h h h h h Ch Ch
Chai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai ai a ai a ai ai ai ai ai a ai ai ai a a airm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rm rman m m m m m an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an an a an a n , , , , , , , , , , , , , , , , , , , , , , , In In In In In In In In In In In In In In In In In In In In In In In In In In In In In In I In In In In Inde n n n n n n n n n de de de de de de de de de de de de de de de de de de d de de de de de de de de de de de de de de de de de de de de e e e epe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe pe p e nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nd nden d d d d en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en en e e en ent n t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t t Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di Di D D D Di Di D D Di Di Di D re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re re e ect ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct ct c ct ct ct ct ct ct ct ct ct ct ct ct c ct ct ctor t t t t or or or or or o or or or or or or or or or or or or or or or or or or or or or or or or or or or o o or o or r r r r r
Dear Shareholders,
On behalf of the Board of Directors of Rimbunan Sawit Berhad (“RSB” or
“Company”) and its subsidiaries (“the Group”), I am pleased to present to you the Annual Report and the Audited Financial Statements IRUWKHÀQDQFLDO\HDUHQGHG 31 December 2013.
Bong Wei Leong
Chairman, Independent Director
CHAIRMAN’S STATEMENT (CONT’D)
The productions of CPO and PK have also shown an improvement in 2013. The Group’s palm oil mill produced 63,933 metric tons CPO and 16,591 metric tons of PK in 2013, an increase of 5% and 13% respectively from 2012.
With the enforcement of many good agricultural and PDQDJHPHQW SUDFWLFHV LQ WKH SODQWDWLRQ ÀHOG VXFK DV enhanced fertilizer application technique, timely road maintenance & gravelling, complete harvesting rounds, standard pruning, improved worker productivity and frequent review of operation to maintain high operation VWDQGDUGDQGHIÀFLHQF\
The further collaboration and cooperation of all parties LQWKHRSHUDWLRQFKDLQWKURXJKHIÀFLHQWKXPDQFDSLWDO and resource management, the recovery of global CPO pricing and positive outlook on palm oil products, the Group will be able to sustain and exceed the performance in 2013.
CORPORATE DEVELOPMENT
The Group has successfully implemented the business DQG ÀQDQFLDO V\VWHP 6$3 LQ 7KH LPSOHPHQWDWLRQ of SAP offers real-time integrated business management solution which enable functionality across all departments DQG RIÀFH ORFDWLRQV WR PDQDJH FULWLFDO EXVLQHVV functions including purchasing, sales & distribution, +XPDQUHVRXUFHDQGÀQDQFLDOV²DOOLQDVLQJOHLQWHJUDWHG software system.
The construction of the proposed new palm oil mill in Miri took-off with the earth breaking ceremony ODXQFKHG LQ PLG'HFHPEHU WR RIÀFLDOO\ PDUN WKH commencement of the project and it is expected to be completed and commissioned by the beginning of 2015 barring unforeseen circumstances.
On 23 January 2014, the Company acquired 100,000 ordinary shares of RM1.00 each in Sibu Garden and Leisure (M) Sdn Bhd (“SGLMSB”) for a total cash consideration of RM78. Subsequent to the acquisition, SGLMSB became a 100% owned subsidiary of the Company. The principal activities of SGLMSB are whole-selling and retailing of agricultural fertilizers for operation of oil palm plantation.
On the same date, the Company acquired 200,000 ordinary shares of RM1.00 each in Rajang Builders Sdn Bhd (“RBSB”) for a total cash consideration of RM238.
Subsequent to the acquisition, RBSB became a 100%
owned subsidiary of the Company. The principal activities of RBSB are providing general land development contract services for oil palm plantation.
:H DUH FRQÀGHQW WKDW WKH DERYH DFTXLVLWLRQV ZLOO IXHO business growth for the Group in the foreseeable future.
OUTLOOK AND PROSPECTS
The global economic outlook is likely to see further improvement, gaining momentum from the last quarter RI:LWKWKH86JUDGXDOO\WULPPLQJLWVÀVFDOVWLPXOXV measures, highlighting an improvement to its economy and the Euro zone debt crisis meeting a consensus on its road to recovery, the global economy is expected to H[SHULHQFHVWHDG\JURZWKVLQFHWKHÀQDQFLDOFULVLVRI The healthy palm oil demand from emerging market and major importers especially from China, India and Europe including the global production and consumption rates of vegetable oil, biodiesel usage, crude oil price, and macroeconomic conditions will fuel further improvement to the palm oil industry as a whole.
6LQFH WKH HQG RI WKH ÀQDQFLDO \HDU XQGHU UHYLHZ WKH selling prices of crude palm oil have begun an upward trend move underpinned by fundamentals such as lower production and high demand. The recent unfavourable weather condition also impacted on production. The implementation of biodiesel programmes is expected to sustain the CPO prices.
&RQVLGHULQJWKH\RXQJSURÀOHRIRXUSODQWDWLRQZLWKPRUH palms reaching maturity and the prime production age, we expect this will contribute a favourable increase in FFB yields and FFB production to the Group in the coming years. The Group will continue to focus and ensure strict enforcement of the Best Agricultural Practices in our estate and mill operation to further improve yields and increase the oil extraction rate.
CHAIRMAN’S STATEMENT (CONT’D)
ACKNOWLEDGEMENTS
After riding through a very challenging year with low commodities prices of CPO and PK in 2013, I would like to extend my heartiest gratitude to the management and employees for putting in their valuable effort, hard work and commitment in navigating the Group through these tough times.
On behalf of the Board of Directors, our sincere appreciation to the Group’s honourable business partners, government DXWKRULWLHVÀQDQFLHUVDGYLVRUVFRQVXOWDQWVFRQWUDFWRUVFXVWRPHUVDQGVKDUHKROGHUVZKRFRQWLQXHWRH[KLELWWKHLUIXOO dedication and professionalism in their untiring support and commitment to the Group.
Bong Wei Leong Chairman
MANAGING DIRECTOR’S REVIEW OF OPERATIONS
OIL PALM PLANTATION OPERATION The Group’s oil palm planted area expanded by 2,368 ha to 54,659 hectares during the ÀQDQFLDO \HDU XQGHU UHYLHZ compared to the preceding year of 52,291 hectares.
Production area in 2013 had resulted in an increase by 1,739 hectares to 36,867 hectares as compared to 35,128 hectares in 2012. Fresh Fruit Bunch (“FFB”) production during the year under review had increased by 4% to 479,480 metric tons from 459,597 metric tons of the previous corresponding year.
Whilst, the Group’s palm oil mill produced 63,933 metric tons of Crude Palm Oil (“CPO”) and 16,591 metric tons of Palm Kernel (“PK”) in 2013, which resulted in an increase of 5% and 13% respectively from the previous year. The Group’s milling activities recorded an oil extraction rate of 20.56% and palm kernel extraction rate of 5.10% in the year under review.
7KHFXUUHQWDJHSURÀOHRIRXURLOSDOPSODQWDWLRQLVDVIROORZV Age Hectares )LUVW\HDURIÀHOGSODQWLQJ
One year 5,117
Two years 5,103
Three years and above 42,071
Total 54,659
Immature 17,192
Mature 36,867
Total 54,659
It is the Group’s strategy to persistently place emphasis on fertilizer application as fertilizer is the largest variable cost item and the main contributing factor for higher oil palm production. Fertilizer application during the wettest months of the year (November to January) is avoided to prevent fertilizer from being washed and leached out. In hilly terrains, measures to mulch fertilizer with empty fertilizer bags and applying fertilizer in PVC tubing are methods SUDFWLVHGIRUHIÀFLHQWDQGPD[LPXPIHUWLOL]HUXSWDNH6WULFW and thorough supervision is effected by all overseeing personnel to ensure that every palm receives its quota of fertilizer.
7KH LQWHUURZV LQ WKH RLO SDOP ÀHOGV DUH HQFRXUDJHG WR be covered with soft grasses and having bare surface condition is barred across the Group’s plantations. Timely completion within the set weeding programmes are FORVHO\ PRQLWRUHG DQG HQIRUFHG WR NHHS WKH ÀHOGV IUHH from noxious weeds for good palm growth and fresh fruit bunch yields.
Road maintenance and gravelling that ranked the second highest plantation operating costs are being closely scrutinized for proper implementation and programmed to complete within the 6 months dry period of the year.
Sourcing for gravelling materials within our estates is explored and undertaken for cost saving as purchasing stones from outside source is very much costlier. Another area of cost minimization is by gradually phasing out farm tractors which incur very high maintenance cost and ZLOO VSRLO WKH ÀHOG URDGV GXULQJ ZHW ZHDWKHU 5HSODFLQJ farm tractor with four wheel-drive lorry had started as this vehicle is speedier in movement and its maintenance cost is comparatively cheaper.
Enforcement of harvesting between 2.5 to 3.0 rounds and implementation of timely crop delivery to the mills were prioritized uncompromisingly to ensure good crop quality.
Retaining 45 to 55 fronds per palm especially during the young matured phase (1st to 5th year in harvesting) had been standard canopy management practice as this is one of the key aspects for yield maximization of oil palm.
Over pruning leads to increased production of male LQÁRUHVFHQFHVDQGPDUNHGGHFOLQHLQEXQFKQXPEHUDQG size. Continual training to workers followed by effective supervision is in place to maintain good trunk and canopy growth.
,QFUHDVHG HIÀFLHQF\ RQ ZRUNHUV· SURGXFWLYLW\ ZDV instrumental in determining the achievements of set operational activities and crop production. Plantation management had been tasked to ensure that worker’s daily turnout is not less than 95%. In addition, workers welfare is given top priority to ensure that they enjoy the EHQHÀWVWKDWDUHHQWLWOHGWRWKHP$Q\JULHYDQFHVDULVHDUH resolved as swiftly as possible. These efforts help to retain workers working in the plantation for a much longer period.
Good agricultural and management practices, viz.
thorough palm’s care at juvenile stage, optimum palm density, installing all weather road systems, effective drainage systems, good water management in peat VRLOVXIÀFLHQWZDWHUFRQVHUYDWLRQLQPLQHUDOVRLOHIIHFWLYH LQWHJUDWHGSHVWFRQWUROHIÀFLHQWKXPDQFDSLWDOPDWHULDO and resource management are the measures that had been adopted to attain plantations’ potential yields, minimise cost and maximize revenue for the Group.
Tiong Chiong Ong Managing Director
MANAGING DIRECTOR’S REVIEW OF OPERATIONS (CONT’D)
PALM OIL MILL OPERATION
RH Plantation Palm Oil Mill (“RHPOM”) located at Lot 65 and part of Lot 58, Bok Land District, Miri Sarawak. It is a conventional mill that started operation in October 1998.
The mill has been upgraded to 80 ton per hour (“TPH”), and its annual capacity is 360,000 ton FFB.
In line with our Group values, clean technology has been LQWURGXFHG DW DQDHURELF HIÁXHQW SRQGV WR KDUQHVV WKH methane gas (reduce the greenhouse gas emission to environment) which also called the biogas, and recycle the biogas to Gas Engine for electricity generation.
3ROLVKLQJ SODQW KDV EHHQ VHWXS WR WUHDW WKH PLOO HIÁXHQW EHIRUHLWVÀQDOGLVFKDUJHWRULYHUVRWKDWWKHWUHDWHGZDWHU is meeting the safety standard set by the Department of Environment (“DOE”).
Further innovations are in progress, the mill plans to invest the Pellet Plant to recycle the empty fruit bunches (“EFB”) to produce EFB pellets to be used as the biomass for steam boiler, or invest the organic composting plant to recycle WKH()%GHFDQWHUFDNHVDQGHIÁXHQWVOXGJHWRSURGXFH organic fertiliser for estates.
RHPOM continues to maximise the throughput and recover the losses, and utilised the by-products to convert them into value added products and to create an environmental friendly work stations. In addition, the Group new palm oil mill construction works (Rimbunan Sawit second palm oil mill) is in progress. Its earth breaking ceremony was held at site on 16 December 2013.
RSB Bakong Palm Oil Mill (60TPH) project is a complex that integrated with complete by-product processes and ZDVWHWUHDWPHQWV\VWHPWRLQFUHDVHSURÀWDELOLW\DQGHQVXUH environmental friendly workplace and zero wastage concept. The mill is using vertical sterilisers to increase the HIÀFLHQF\DQGWKHPLOOLVHTXLSSHGZLWK%LRJDVSODQWDQG SROLVKLQJSODQWWRFDWHUIRU%LRJDVFDSWXULQJDQGHIÁXHQW waste treatments. The Group also invested decanter cake dryer to turn the decanter cake into value added product, and invested EFB Shredder with press and solvent plant at mill to enhance the oil recovery, and prepare the shredded EFB as boiler fuel.
The RSB Bakong Palm Oil Mill (60TPH) project is scheduled to be commissioned in second quarter of 2015 with estimated project cost of RM100 million.
Various austerity drives in the wake of the low CPO price and the implementation of minimum labour wages were inevitably taken to review plantation operations WR SOXJ ORRSKROHV OHDNDJHV DQG LPSURYH HIÀFLHQF\
&RQYHUVLRQ RI DOO PHDVXUDEOH ÀHOG DFWLYLWLHV LQWR SLHFH rated tasks was one of the primary cost cutting measures undertaken.
DEVELOPMENT IN 2013
The Group has successfully implemented the business DQG ÀQDQFLDO V\VWHP 6$3 LQ WKH \HDU XQGHU UHYLHZ 7KH implementation of SAP offers real-time integrated business management solution which enable functionality across DOO GHSDUWPHQWV DQG RIÀFH ORFDWLRQV WR PDQDJH FULWLFDO business functions including purchasing, sales & distribution, KXPDQUHVRXUFHDQGÀQDQFLDOV²DOOLQDVLQJOHLQWHJUDWHG software system.
RSB has been undertaking the development of oil palm plantations on Native Customary Rights (“NCR”) land in 6DUDZDNWREULQJVRFLDODQGHFRQRPLFEHQHÀWVWRODQGRZQHUV who are from the indigenous community of Malaysia. We have been placing great emphasis on enhancing living conditions of the communities where we operate particularly in the Group’s contributions in areas of education, infrastructure, cultural and social development initiatives. This has created and offered priority in job opportunities to local villagers, either by way of direct employment, internship or through the award of contract works.
RSB Group offers On the Job Training Programme of 24 months to help school leavers, upon completion Field Conductors to solve the problems of the shortage of skilled workers and build a stronger relationship with the local communities and we are continuously building a lifelong learning culture in the organization. Our Agronomy Department has been organising trainings on good agricultural practices to the supervisors of our estates so that they are equipped with the necessary knowledge, skills and exposure to accomplish their tasks effectively DQGHIÀFLHQWO\:HKDYHDOVRRUJDQLVHGOHDGHUVKLSWUDLQLQJ programmes and provide a corporate education loan IRUHPSOR\HHVWREHFHUWLÀHGXQGHUWKH2SHQ8QLYHUVLW\
Institute of Professional Development.
RSB places high priority on Occupational Safety and Health (OSH). So, we have been organising continuous training and workshops in estates to create safety awareness to ensure the good practices are being carried out effectively. The routine safety training workshops will boost their awareness in OSH control and the importance of safety and risk management in OSH.
CONCLUSION
2013 was a challenging year for our Group. However, with the implementation of good practices in agricultural activities, management, human resources and cooperation from all parties in the organisation, we are FRQÀGHQWWKDWZHFDQRYHUFRPHFKDOOHQJHVLQWKH\HDUV to come and climb to a greater height.
Tiong Chiong Ong Managing Director
PROFILE OF DIRECTORS
Mr. Bong Wei Leong was appointed to the Board of Rimbunan Sawit Berhad (“RSB”) on 14 February 2006 and was subsequently appointed as Chairman of RSB on 19 December 2012.
Mr. Bong Wei Leong is a businessman. He graduated with a Bachelor of Business (Accountancy) and Bachelor of Law from Queensland University of Technology, Australia in 1993.
0U%RQJZDVD3DUWQHURIDSXEOLFDFFRXQWDQWVÀUPSULRUWRVWDUWLQJKLVRZQ practice in 2004. He has more than 20 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 on the boards of a public listed company, CCK Consolidated Holdings Berhad and one (1) of the subsidiaries of RSB.
Mr. Bong is the Senior Independent Director to whom concerns regarding the Company may be conveyed.
He is the Chairmen of Audit Committee and Nomination Committee. He is also a member of Remuneration Committee.
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU0U%RQJDWWHQGHGDOO WKHÀYH%RDUGPHHWLQJVKHOG+HKROGVQRVKDUHLQ56%*URXS
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 Committee and members of Audit Committee and Nomination Committee.
Mr. Tiong joined the RH Group in 1975 where he has held various positions including being a Director in one (1) of the subsidiaries of RSB since December 1997. He has more than 43 years of managerial experience in the timber industry in various capacities.
Mr. Tiong also sits on the boards of Subur Tiasa Holdings Berhad, a public listed company and several private limited companies. Currently, Mr. Tiong also held key posts in several non-government organizations. Amongst others, he is the Honorary President for Sibu Chinese Chamber of Commerce and Industry, Vice President of World Federation of Fuzhou Association Limited, Chairman of Persekutuan Persatuan-Persatuan Foochow Sarawak, Vice President of the World Zhang Clan Association Limited and Vice President of Persekutuan Klan Zhang Negeri Sarawak.
0U7LRQJKDVDWWHQGHGIRXURXWRIÀYH%RDUGPHHWLQJVKHOGGXULQJ WKH ÀQDQFLDO \HDU HQGHG 'HFHPEHU +LV VKDUHKROGLQJV LQ 56%
Group as at 28 April 2014 are disclosed on page 132 of this annual report.
BONG WEI LEONG
Aged 46 / Malaysian Chairman / Independent DirectorTIONG KIONG KING Aged 66 / Malaysian Non-Independent Non-Executive
Chairman
Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King was appointed to the Board of RSB on 14 February 2006 and was subsequently appointed as Executive Chairman on 15 February 2006. He was redesignated as Executive Director on 19 December 2012.
Tan Sri Datuk Sir Tiong is a businessman with vast and extensive experience in various EXVLQHVVVHFWRUVLQFOXGLQJPHGLDDQGSXEOLVKLQJRLODQGJDVPLQLQJÀVKHU\PDQXIDFWXULQJ information technology, timber, tree plantation, oil palm plantation and mills.
Over the years, Tan Sri Datuk Sir Tiong has started and built up the Rimbunan Hijau Group of Companies (“RH Group”). Currently, he is the Executive Chairman and Managing Director RI5+*URXSDODUJHGLYHUVLÀHGFRQJORPHUDWHZKLFKKDVLQWHUHVWVLQYDULRXVEXVLQHVVHV in Malaysia comprising of timber harvesting, processing and manufacturing of timber products, plantations and other businesses around the world.
He is the founder of an English newspaper named The National in Papua New Guinea.
He is currently the President of The Chinese Language Press Institute Limited. In June 2009, he was bestowed the Knight Commander of the Most Excellent Order of the British Empire (K.B.E.), which carries the title “SIR”, by Queen Elizabeth II of the United Kingdom, in recognition of his contribution to commerce, community and charitable organisations.
PROFILE OF DIRECTORS (CONT’D)
In 2010, he was awarded “Malaysia Business Leadership Award 2010 - The Lifetime Achievement Award” by the Kuala Lumpur Malay Chamber of Commerce, in recognition of his entrepreneurship and his contribution to the country. Tan Sri Datuk Sir Tiong is the Executive Chairman of Sin Chew Media Corporation Berhad (“Sin Chew”), a wholly-owned subsidiary of Media Chinese International Limited, a company listed in Malaysia and Hong Kong. He is also the Chairman of the Board of Trustee of Yayasan Sin Chew, and currently serves as the Executive Chairman of RH Petrogas Limited, a listed company in Singapore. He also serves as a director of other private limited companies.
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU7DQ6UL'DWXN6LU7LRQJDWWHQGHGIRXURXWRIÀYH%RDUGPHHWLQJVKHOG His shareholdings in RSB Group as at 28 April 2014 are disclosed on page 132 of this annual report.
Mr. Tiong Chiong Ong is a businessman. He was appointed to the Board of RSB on 14 February 2006 and was then 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. Mr. Tiong started his career as a chambering student and underwent chambering at Skrine and Co. in Kuala Lumpur for 9 months. He is a member of CPA Australia and is a member of the Victorian and Sarawak Bar and the Malaysian Institute of Accountants.
Mr. Tiong has more than 22 years of experience in various capacities in the timber and plantation and industries. He is the Chairman of the RSB Risk Management Committee. He also holds directorships in several private limited companies.
Under his leadership, RSB was presented the 2012 Top Award for Best Performing Stock in the Plantation Sector by the EDGE Billion Ringgit Club, Malaysia.
In 2013, Mr. Tiong was presented the IPD HRD Leadership Award by the Institute of Professional Development, Open University Malaysia in acknowledgment and in TAN SRI DATUK SIR DIONG HIEW KING
@ TIONG HIEW KING Aged 79 / Malaysian
Executive Director
TIONG CHIONG ONG Aged 55 / Malaysian Managing Director
recognition of his exemplary leadership and outstanding contribution to the promotion of Human Capital Development efforts in the plantation industry.
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU0U7LRQJKDVDWWHQGHGDOOWKHÀYH%RDUGPHHWLQJVKHOG+LVVKDUHKROGLQJV in RSB Group as at 28 April 2014 are disclosed on page 132 of this annual report.
TIONG ING MING Aged 56 / Malaysian Independent 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 18 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 Hornbilland Berhad and several private limited FRPSDQLHV0U7LRQJKDVDWWHQGHGWKUHHRXWRIÀYH%RDUGPHHWLQJV KHOGGXULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU
His shareholdings in RSB Group as at 28 April 2014 are disclosed on page 132 of this annual report.
PROFILE OF DIRECTORS (CONT’D)
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 is members of Audit and Nomination Committees. He also sits on the board of Subur Tiasa Holdings Berhad.
0U7LRQJKDVDWWHQGHGIRXURXWRIÀYH%RDUGPHHWLQJVKHOGGXULQJWKH ÀQDQFLDO\HDUHQGHG'HFHPEHU+LVVKDUHKROGLQJVLQ56%*URXSDVDW 28 April 2014 are disclosed on page 132 of this annual report.
Notes:
a) Tan Sri Datuk Sir 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 Sir 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 10 years.
F 1RQHRIWKH'LUHFWRUVKDVDQ\FRQÁLFWRILQWHUHVWVZLWKWKH&RPSDQ\
TIONG CHIONG IE Aged 43 / Malaysian
Non-Independent Non-executive Director
CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
The Board of Directors (“Board”) of Rimbunan Sawit Berhad (“RSB” or “the Company”) recognises Corporate Governance as being vital and important to the success of RSB and its Group of Companies (“Group”) business. They are unreservedly committed to applying the principles necessary to ensure that the principles of good governance are practised in all of its business dealings in respect of its shareholders and relevant stakeholders.
This Corporate Governance Statement sets out how the Company has applied the eight (8) Principles as outlined in WKH&RGHDQGREVHUYHGWKH5HFRPPHQGDWLRQVVXSSRUWLQJWKH3ULQFLSOHVLQUHVSHFWRIWKHÀQDQFLDO\HDUHQGHG 'HFHPEHU:KHUHDVSHFLÀF5HFRPPHQGDWLRQRIWKH&RGHKDVQRWEHHQREVHUYHGGXULQJWKHÀQDQFLDO\HDU under review, the non-observation, including the reasons thereof and, where appropriate, the alternative practice, if any, is mentioned in this Statement.
1. Establish clear roles and responsibilities of the Board and Management
All Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good Corporate Governance are applied in all their dealings in respect, and on behalf of the Company.
7KH%RDUGKDVDVVXPHGWKHIROORZLQJSULQFLSDOUHVSRQVLELOLWLHVLQGLVFKDUJLQJLWVÀGXFLDU\DQGOHDGHUVKLSIXQFWLRQV (a) reviewing and adopting a strategic plan for the Company, including the sustainability of the Group’s
businesses;
(b) overseeing the conduct of the Group’s businesses and assessing whether the businesses are being properly managed;
(c) identifying principal business risks of all aspects of the Group’s business and ensure the implementation of appropriate internal controls system and mitigating measures to effectively monitor and manage the risks;
G HQVXULQJWKDWDOOFDQGLGDWHVDSSRLQWHGWRVHQLRUPDQDJHPHQWSRVLWLRQVDUHRIVXIÀFLHQWFDOLEHUDQGWKHUHDUH programmes in place to provide for the orderly succession of senior management;
(e) overseeing the development and implementation of a shareholder communications policy; and
(f) reviewing the adequacy and the integrity of the management information and internal control systems of the Group.
To assist in the discharge its responsibilities and facilitating its ongoing oversight of the Group, the Board has established Board Committees, namely the Audit Committee, Nomination Committee, Remuneration Committee DQG 5LVN 0DQDJHPHQW &RPPLWWHH WR H[DPLQH VSHFLÀF LVVXHV ZLWKLQ WKHLU UHVSHFWLYH WHUPV RI UHIHUHQFH DV approved by the Board and report to the Board with their recommendations. The ultimate responsibility for decision making, however, lies with the Board.
(The rest of this page is intentionally left blank)
CORPORATE GOVERNANCE STATEMENT (CONT’D)
1. Establish clear roles and responsibilities of the Board and Management (cont’d) (i) Board Charter
To enhance accountability, the Board has established clear functions reserved for the Board and those delegated to Management. There is a formal schedule of matters reserved to the Board for its deliberation and decision to ensure the direction and control of the Company are in its hands. Generally, key matters reserved for the Board include, inter-alia, the approval of annual budgets and strategic plan, quarterly and DQQXDOÀQDQFLDOVWDWHPHQWVIRUDQQRXQFHPHQWPDMRULQYHVWPHQWDQGGLYHVWLWXUHPRQLWRULQJRIWKH*URXS·V ÀQDQFLDODQGRSHUDWLQJSHUIRUPDQFHLQFOXGLQJLQWHUQDOFRQWUROV\VWHPVULVNPDQDJHPHQWDQGRYHUVHHLQJ of policies. Such delineation of roles is clearly set out in the Board Charter (“the Charter”), which serves as a reference point for Board activities. The Charter provides guidance for Directors and Management regarding the roles and responsibilities of the Board, Chairman, its Committees and Management, the requirements of Directors in carrying out their stewardship role and in discharging their duties towards the Company as well as boardroom activities. The Charter is made available on the Company’s website www.rsb.com.my to be in line with Recommendation 1.7 of the Code and will be periodically reviewed and updated to ensure it remains consistent with the Board’s objective and responsibilities.
The Board is committed to conducting its business in accordance with the upmost standards of business ethics and complying with the law, rules and regulations. The Directors are mindful that a strong business HWKLFVDQGHIIHFWLYHDQGHIÀFLHQWPRQLWRULQJV\VWHPZLOOSURPRWHDQHWKLFDOFRUSRUDWHFOLPDWHLQIRVWHULQJ an excellent culture of corporate governance. The Board is guided by the Directors’ Code of Conduct in discharging its oversight role effectively. The Code of Conduct requires all Directors to observe high ethical business standards, honesty and integrity and to apply these values to all aspects of the Group’s business and professional practice and act in good faith in the best interests of the Group and its shareholders. This Code of Conduct is also made available on the Company’s website.
The Board also encourages its employee and associate to raise genuine concerns about possible improprieties LQPDWWHUVRIÀQDQFLDOUHSRUWLQJFRPSOLDQFHVXVSHFWHGYLRODWLRQVRIWKH*URXS·V&RGHRI&RQGXFWDQGWR disclose any improper conduct or other malpractices within the Group in an appropriate way.
The Whistleblowing Policy adopted by the Company provides and facilitates a mechanism for any employee and associate to report concerns about any suspected and /or known misconduct, wrongdoings, corruption, fraud, waste and /or abuse.
The Group Managing Director is the conduit between the Board and the Management in ensuring the success of the Company’s governance and management functions. The Group Managing Director implements the policies, strategies and decisions adopted by the Board. All Board authorities conferred on the Management is delegated through the Group Managing Director and this will be considered as the Group Managing Director’s authority and accountability as far as the Board is concerned.
(ii) Sustainability of Business
The Board is mindful of the importance of business sustainability and, in conducting the Group’s business, the impact on the environmental, social and governance aspects is taken into consideration. The Group also embraces sustainability in its operations and supply chain, through its own actions as well as in partnership with its stakeholders, including suppliers, customers and other organizations. Company’s strategies on promoting sustainability has been formulated and documented.
7KH*URXS·VDFWLYLWLHVWRSURPRWHVXVWDLQDELOLW\GXULQJWKHÀQDQFLDO\HDUXQGHUUHYLHZDUHDOVRGLVFORVHGRQ pages 35 to 41 of this Annual Report.
1. Establish clear roles and responsibilities of the Board and Management (cont’d) (iii) Access to Information and Advice
Procedures to allow Directors to access to information and advice is in place. Directors are supplied with UHOHYDQW LQIRUPDWLRQ DQG UHSRUWV RQ ÀQDQFLDO RSHUDWLRQDO FRUSRUDWH UHJXODWRU\ EXVLQHVV GHYHORSPHQW and audit matters for decisions to be made on an informed basis and effective discharge of the Board’s responsibilities.
All Directors are provided with the performance and progress reports on a timely basis prior to the scheduled Board and Board Committee meetings, to facilitate decision making by the Board and to deal with matters arising from such meetings. Senior Management of the Group and external advisers are invited to attend
%RDUGPHHWLQJVWRSURYLGHDGGLWLRQDOLQVLJKWVDQGSURIHVVLRQDOYLHZVDGYLFHDQGH[SODQDWLRQVRQVSHFLÀF items on the meeting agenda. Besides direct access to Management, Directors may obtain independent professional advice at the Company’s expense, if considered necessary, in accordance with established procedures as set out in the Board Charter in furtherance of their duties.
Directors have unrestricted access to the advice and services of the Company Secretaries to enable them to discharge their duties effectively. The Board is regularly updated and advised by the Company Secretaries ZKRDUHTXDOLÀHGH[SHULHQFHGDQGFRPSHWHQWRQVWDWXWRU\DQGUHJXODWRU\UHTXLUHPHQWVDQGWKHUHVXOWDQW implications of any changes therein to the Company and Directors in relation to their duties and responsibilities.
(iv) Company Secretaries
7KH&RPSDQ\6HFUHWDULHVDUHTXDOLÀHGVHFUHWDULHVDVUHTXLUHGSXUVXDQWWRWKH0DOD\VLDQ&RPSDQLHV$FW 1965. Both of the Company Secretaries are the members of the Malaysian Association of Institute of Chartered Secretaries and Administrators (MAICSA). They are competent in carrying out their work and play supporting and advisory roles to the Board and the Group on issue relating to compliance with laws and requirements as well as the Code of Corporate Governance. They ensure adherence and compliance to the procedures and regulatory requirements from time to time. They also ensure that meetings are properly convened and GHOLEHUDWLRQV DW PHHWLQJV DUH DFFXUDWHO\ DQG VXIÀFLHQWO\ FDSWXUHG DQG PLQXWHG PLQXWHV DQG VWDWXWRU\
records are properly kept and updated. Besides, they also communicate with management on the Board’s decisions, handling Company’s share transactions, liaising with external auditors, lawyers, tax agents, bankers and shareholders in respect of secretarial and compliances matters.
2. Strengthen Composition of the Board
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKH%RDUGKDVVL[PHPEHUVFRPSULVLQJWZR,QGHSHQGHQW Directors, two (2) Non-Independent Non-Executive Directors, one (1) Executive Director and one (1) Managing Director.
7RJHWKHUWKH'LUHFWRUVKDYHDZLGHUDQJHRIH[SHULHQFHLQUHOHYDQWÀHOGVUHTXLUHGWRVXFFHVVIXOO\GLUHFWDQG supervise the RSB Group’s business activities. The current mix of skills and experiences are vital for the effectiveness RIWKH%RDUGDQGWKHVXFFHVVRIWKH*URXS7KHSURÀOHVRIHDFK'LUHFWRUDUHSUHVHQWHGRQSDJHVWRRIWKLV annual report.
CORPORATE GOVERNANCE STATEMENT (CONT’D)
(The rest of this page is intentionally left blank)
2. Strengthen Composition of the Board (cont’d)
The following Board Committees have been established to assist the Board in discharging its duties:
i) Audit Committee
The Audit Committee, formed on 2 March 2006, reviews issues of accounting policy and presentation for H[WHUQDOÀQDQFLDOUHSRUWLQJDVVHVVWKHVXLWDELOLW\DQGLQGHSHQGHQFHRIH[WHUQDODXGLWRUVPRQLWRUVWKHZRUNRI the in-house internal auditors, ensures that an objective and professional relationship is maintained with the H[WHUQDODXGLWRUVDQGWKDWFRQÁLFWVRILQWHUHVWVDUHDYRLGHG
Further details can be found in the Report of the Audit Committee as set out on pages 27 to 32 of this annual report.
ii) Nomination Committee
The Board has on 7 April 2006 set up a Nomination Committee. The members of the Nomination Committee, all of whom are non-executive Directors and a majority of whom are independent, are as follows:
Chairman : Bong Wei Leong (Senior Independent Director)
Members : Tiong Kiong King (Non-Independent Non-Executive Vice Chairman) Tiong Ing Ming (Independent Director)
The Board has adopted terms of reference for the Nomination Committee, which cover, inter-alia, selecting, assessing and recommending to the Board the candidature of Directors, appointment of Directors to Board Committees, review annually the required mix of skills and experience of Directors, annual assessment of the independent directors, succession plans and board diversity, including gender diversity, training needs for Directors and other qualities of the Board, including core-competencies which the Directors should bring to the Board.
The Board have yet to adopt gender diversity policy and targets. Nevertheless, the Board will continue to monitor and review the Board size and composition from time to time and ensure that women candidates are sought in the recruitment exercise. The evaluation of candidates’ suitability is solely based on their competency, character, time commitment, integrity, contribution and experience in meeting the needs of the Company, including, where appropriate, the ability of the candidates to act as Independent Directors, as the case may be.
7KH1RPLQDWLRQ&RPPLWWHHZLOOUHFRPPHQGFDQGLGDWHVIRUDOOGLUHFWRUVKLSVWREHÀOOHGWRWKH%RDUGZKLFK involves selection and assessment of candidates for directorships proposed by the Group Managing Director and within the bounds of practicality, by any other senior executive or any director or shareholder, interviewing or meeting up with candidates, deliberation by the Nomination Committee and recommendations by the Nomination Committee to the Board.
In reviewing and recommending to the Board any new Director appointments, the Nomination Committee considers:
(a) the candidate’s independence, in the case of the appointment of an Independent Director;
(b) the composition requirements for the Board and Committees (if the candidate is proposed to be appointed to any of the Board Committees);
(c) the candidate’s age, credentials, skills, knowledge, expertise, experience, professionalism, integrity, capabilities and such other relevant factors as may be determined by the Nomination Committee which would contribute to the Board’s collective skills; and
(d) any competing time commitments, if the candidate has multiple board representations.
The new Directors will undergo an induction programme, which includes vision and mission of the Company, corporate strategy, visits to the RSB Group’s business, and meetings with Senior Management, as appropriate, to facilitate the new Directors’ understanding of the RSB Group. The Company Secretaries will ensure that all appointments of new Director are properly carried out and all legal and regulatory obligations are met.
CORPORATE GOVERNANCE STATEMENT (CONT’D)
2. Strengthen Composition of the Board (cont’d) ii) Nomination Committee (cont’d)
The Board through the Nomination Committee conducted an annual assessment of the performance of the Board, as a whole, Board Committees and individual Directors, based on a self-assessment and peer approach.
From the results of the assessment, including the mix of skills, experience and other qualities possessed by Directors, the Board considered and approved the recommendations made by the Nomination Committee on the re-election and re-appointment of Directors at the Company’s forthcoming Annual General Meeting.
The Nomination Committee shall assess the independence of all Independent Directors annually and report to the Board. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions shall be properly documented.
The Nomination Committee has developed criteria for use in the recruitment and annual assessment of Directors. In evaluating the suitability of candidates, the Nomination Committee considers, inter-alia, the competency, experience, commitment (including time commitment), contribution and integrity of the candidates, and additionally in the case of candidates proposed for appointment as Independent Directors, the candidates’ independence.
'XULQJ WKH ÀQDQFLDO \HDU HQGHG 'HFHPEHU WKH 1RPLQDWLRQ &RPPLWWHH XSRQ LWV DQQXDO UHYLHZ FDUULHGRXWLVVDWLVÀHGWKDWWKHVL]HDQGFRPSRVLWLRQRIWKH%RDUGLVRSWLPXPDQGFRQGXFLYHWRHIIHFWLYH discussion and decision making. There is appropriate mix of skills, experience and core competencies in the composition of the Board and that the Board has an appropriate number of Independent Directors. The 1RPLQDWLRQ&RPPLWWHHLVDOVRVDWLVÀHGWKDWDOOWKHPHPEHUVRIWKH%RDUGDUHVXLWDEO\TXDOLÀHGWRKROGWKHLU SRVLWLRQVDV'LUHFWRUVRIWKH&RPSDQ\LQYLHZRIWKHLUUHVSHFWLYHDFDGHPLFDQGSURIHVVLRQDOTXDOLÀFDWLRQV experience, core competencies and qualities.
The Nomination Committee recognizes the importance of the roles the Nomination Committee plays not only in the selection and assessment of Directors but also in other aspects of corporate governance which the 1RPLQDWLRQ&RPPLWWHHFDQDVVLVWWKH%RDUGWRGLVFKDUJHLWVÀGXFLDU\DQGOHDGHUVKLSIXQFWLRQV
'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKH1RPLQDWLRQ&RPPLWWHHKDVPHWRQFH iii) Remuneration Committee
The Remuneration Committee was established on 7 April 2006 and is principally responsible for setting the remuneration structure and policy for Executive Directors and recommending to the Board the remuneration of Directors so as to ensure that the Company is able to attract and retain its Directors needed to run the Group successfully. The components of Directors’ remuneration are structured so as to link rewards to corporate and individual performance in the case of Executive Directors. In the case of Independent Directors, the level of UHPXQHUDWLRQUHÁHFWVWKHH[SHULHQFHDQGOHYHORIUHVSRQVLELOLWLHVXQGHUWDNHQE\WKHLQGLYLGXDO,QGHSHQGHQW Director concerned.
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)
The Board has adopted the Directors’ Remuneration Policies and Procedures, summarised as follows:
D 7KH&RPSDQ\DLPVWRVHWUHPXQHUDWLRQDWOHYHOVZKLFKDUHVXIÀFLHQWWRDWWUDFWDQGUHWDLQWKH'LUHFWRUV needed to run the Company successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved, but without paying more than is necessary to achieve this goal.
(b) The level of remuneration for the Group Managing Director (“GMD”) and Executive Directors are determined by the Remuneration Committee after giving due consideration to the compensation levels for comparable positions among other similar Malaysian public listed companies.
CORPORATE GOVERNANCE STATEMENT (CONT’D)
2. Strengthen Composition of the Board (cont’d) iii) Remuneration Committee (cont’d)
7KH5HPXQHUDWLRQ&RPPLWWHHKDVPHWRQFHGXULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU
56% UHFRJQLVHV WKH QHHG WR HQVXUH WKDW UHPXQHUDWLRQ RI 'LUHFWRUV LV DSSUHFLDWLYH DQG UHÁHFWLYH RI WKH 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. Each individual Director abstained from the Board discussion and decision on his own remuneration. The remuneration package is determined in accordance to fair and equitable criteria based on the performance of the Directors and the Directors’ Remuneration Policies and Procedures.
The Board is of the opinion that matters pertaining to Directors’ remuneration are of a personal nature.
However, in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
´/LVWLQJ5HTXLUHPHQWµWKHIHHVDQGUHPXQHUDWLRQSDLGWR'LUHFWRUVRIWKH56%*URXSGXULQJWKHÀQDQFLDO year ended 31 December 2013, in aggregate and analysed into bands of RM50,000, were as follows:
Executive Directors Non-Executive Directors
(RM) (RM)
Fee 57,600 204,600
Salary 2,040,000 -
Bonus 1,190,000 -
Allowances 1,400 5,000
'HÀQHGFRQWULEXWLRQUHWLUHPHQWSODQ
%HQHÀWVLQNLQG
Executive Directors Non-Executive Directors
(No.) (No.)
RM1,850,000 to RM1,900,000 1 -
RM1,600,000 to RM1,650,000 1 -
RM150,000 to RM200,000 - 1
RM50,000 and below - 3
iv) Risk Management Committee
7KH5LVN0DQDJHPHQW&RPPLWWHHDVVLVWVWKH%RDUGLQIXOÀOOLQJLWVFRUSRUDWHJRYHUQDQFHUHVSRQVLELOLWLHVE\
monitoring, managing and mitigating the risks associated with the RSB Group’s business with a view to the long WHUPYLDELOLW\RIWKH56%*URXS'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKH5LVN0DQDJHPHQW Committee has met four (4) times.
The composition of the Risk Management Committee are as follows:
Chairman : Tiong Chiong Ong
Members : Gopalakrishnan A/L Sengan Robert Ling Tong Ung
Ngu Ming Kwong
Setia ak Uliek
CORPORATE GOVERNANCE STATEMENT (CONT’D)
2. Strengthen Composition of the Board (cont’d) iv) Risk Management Committee (cont’d)
The main features of the risk management framework are as follows:
D 7RLGHQWLI\DQGPDQDJHWKHSULQFLSDOULVNVUHODWLQJWRWKHREMHFWLYHV5LVNVDUHGHÀQHGDVDQ\HYHQWWKDW can impede RSB’s ability to achieve its objectives;
E 7RGHFLGHRQKRZWRGHDOZLWKWKHULVNVLGHQWLÀHGZKHWKHUWRDFFHSWUHGXFHDYRLGRUWUDQVIHUWKHULVN (c) To enforce and monitor closely all the control measures to ensure compliance by the respective estate
management;
(d) To conduct periodic review of the progress and communicate material risks to the Board via the Audit and Risk Management Committee;
(e) To maximize yield per hectare;
I 7RLPSURYHSURGXFWLRQFRVWHIÀFLHQFLHV
(g) To ensure that human resource are trained, disciplined and dedicated;
(h) To ensure compliance of provisions under Occupational, Health & Safety Act/Pesticide Acts as well as Department of Environment requirement; and
(i) To manage fraud risk.
3. Reinforce Independence of the Board
The Board recognises the importance of ensuring a balance of power and authority between the Chairman and the Group Managing Director with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Chairman (i.e. Non-Executive Chairman) and Group Managing 'LUHFWRUDUHVHSDUDWHGDQGFOHDUO\GHÀQHG
7KH %RDUG FRQVLVWV RI TXDOLÀHG LQGLYLGXDOV ZLWK GLYHUVH H[SHULHQFHV EDFNJURXQGV DQG SHUVSHFWLYHV 7KH composition and size of the Board is such that it facilitates the making of informed and critical decisions.
)RUWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKHSRVLWLRQVRI&KDLUPDQDQG&KLHI([HFXWLYH2IÀFHURIWKH Company are held by an Independent Director and Managing Director respectively. Their roles and responsibilities DUHVHWRXWLQWKH%RDUG&KDUWHU7KH%RDUGLVRIWKHYLHZWKDWWKHFRPSRVLWLRQRI,QGHSHQGHQW'LUHFWRUVIXOÀOVWKH Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).
The Chairman leads the Board and is responsible for ensuring the adequacy and effectiveness of the Board’s governance process and acts as a facilitator at Board meetings to ensure that contributions from Directors are forthcoming on matters being deliberated and that no Board member dominates discussion. As to the Managing Director, supported by Executive Director, he implements the Group’s strategies, policies and decision adopted by the Board, oversees the operations and business development of the Group, provides effective leadership and ensure high management competency.
The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. However, upon completion of the nine (9) years, the Independent Director may continue to serve the Board subject to the Director’s re-designation as a Non-Independent Director. In the event the Director is to remain designated as an ,QGHSHQGHQW'LUHFWRUWKH%RDUGVKDOOÀUVWMXVWLI\DQGREWDLQVKDUHKROGHUV·DSSURYDO
The Independent Directors bring to bear objective and independent views, advice and judgment on interests, not only of the Group, but also of shareholders, employees, customers, suppliers and the communities in which the Group conducts its business. Independent Directors are essential for protecting the interests of shareholders DQGFDQPDNHVLJQLÀFDQWFRQWULEXWLRQVWRWKH&RPSDQ\·VGHFLVLRQPDNLQJE\EULQJLQJLQWKHTXDOLW\RIGHWDFKHG impartiality. The Chairman is an Independent Director and none of the Independent Directors has served the Company exceeding a cumulative terms of nine (9) years.
$OOWKH,QGHSHQGHQW'LUHFWRUVIXOÀOWKHFULWHULDVRILQGHSHQGHQFHDVGHÀQHGLQWKH/LVWLQJ5HTXLUHPHQWVDQGWKH Board Charter. The Board through the Nomination Committee has assessed the Independent Director and is VDWLVÀHGZLWKWKHOHYHORILQGHSHQGHQFHGHPRQVWUDWHGE\DOOWKH,QGHSHQGHQW'LUHFWRUVDQGWKHLUDELOLW\WRDFWLQ the best interest of the Company. The Board therefore believes that balance of power and authority exists within LWVFXUUHQWVWUXFWXUHWRVXIÀFLHQWO\HQDEOHLWWRGLVFKDUJHLWVGXWLHVREMHFWLYHO\
CORPORATE GOVERNANCE STATEMENT (CONT’D)
4. Foster Commitment of Directors i) Time commitment and meetings
7KH'LUHFWRUVVKDOOGHYRWHVXIÀFLHQWWLPHDQGHIIRUWVWRFDUU\RXWWKHLUUHVSRQVLELOLWLHV7KH%RDUGVKDOOREWDLQ this commitment from Directors at the time of their appointment. Each Director is expected to commit time as and when required to discharge the relevant duties and responsibilities, besides attending meetings of the Board and Board Committees.
The Board acknowledges that its Directors may be invited to become directors of other companies and that exposure to other organisation can broaden the experience and knowledge of its Directors which may bring EHQHÀWVWKH*URXS'LUHFWRUVDUHWKHUHIRUHDWOLEHUW\WRDFFHSWRWKHUERDUGDSSRLQWPHQWVVRORQJDVVXFK DSSRLQWPHQWVDUHQRWLQFRQÁLFWZLWKWKHEXVLQHVVRIWKH*URXSDQGGRQRWDGYHUVHO\DIIHFWWKH'LUHFWRUV·
performance and contributions as a member of the Board. Any Director shall notify the Chairman before DFFHSWLQJDQ\QHZGLUHFWRUVKLSDQGWKHQRWLÀFDWLRQVKDOOLQFOXGHWKHLQGLFDWLRQRIWLPHWKDWZLOOEHVSHQWRQ the new appointment.
Directors are expected to have such expertise so as to qualify them to make a positive contribution to the
%RDUGSHUIRUPDQFHRILWVGXWLHVDQGWRJLYHVXIÀFLHQWWLPHDQGDWWHQWLRQWRWKHDIIDLUVRIWKH&RPSDQ\
7KXVIDUWKH%RDUGLVVDWLVÀHGZLWKWKHOHYHORIWLPHFRPPLWPHQWJLYHQE\DOOWKH'LUHFWRUVLQIXOÀOOLQJWKHLUUROHV and responsibilities as Directors of the Company. This is evidenced by their attendance at the meetings of the
%RDUGDQGWKH%RDUG&RPPLWWHHV$OOWKH'LUHFWRUVKROGOHVVWKDQÀYHGLUHFWRUVKLSVLQWKHOLVWHGLVVXHUV The Board ordinarily meets at least four (4) times a year, scheduled well in advance to facilitate the Directors in planning their meeting schedule for the year. Additional meetings are convened when urgent and important decisions need to be made between scheduled meetings. Board and Board Committees papers, which are prepared by Management, provide the relevant facts and analysis for the convenience of Directors. The meeting agenda, the relevant reports and Board papers are furnished to Directors and Board Committees PHPEHUVDWOHDVWVHYHQGD\VEHIRUHWKHPHHWLQJWRDOORZWKH'LUHFWRUVVXIÀFLHQWWLPHWRSHUXVHIRUHIIHFWLYH discussion and decision making during meetings. At the quarterly Board meetings, the Board reviews the EXVLQHVVSHUIRUPDQFHRIWKH*URXSDQGGLVFXVVHVPDMRURSHUDWLRQDODQGÀQDQFLDOLVVXHV
'XULQJ WKH ÀQDQFLDO \HDU XQGHU UHYLHZ WKH %RDUG FRQYHQHG ÀYH VFKHGXOHG %RDUG PHHWLQJV DQG WKH details of attendance of each Director are set out below:
Numbers of meetings attended Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King 4 out of 5
Tiong Kiong King 4 out of 5
Tiong Chiong Ong 5 out of 5
Tiong Chiong Ie 3 out of 5
Bong Wei Leong 5 out of 5
Tiong Ing Ming 4 out of 5
All proceedings, matters arising, deliberations in terms of the issue discussed, and recommendations made by the Board Committees at the committees’ meetings are recorded in the minutes by the Company Secretary, FRQÀUPHGE\WKH%RDUG&RPPLWWHHVDQGVLJQHGE\WKH&KDLUPHQRIWKHVDLGFRPPLWWHHV$OOFRPPLWWHHV·
meetings were attended by the Company Secretary. Upon invitation, Management representatives were present at the Board Committees’ meetings to provide additional insight into matters to be discussed during the said committee meetings, if so required.
CORPORATE GOVERNANCE STATEMENT (CONT’D)
4. Foster Commitment of Directors (cont’d) ii) Directors’ Training
All the Directors have attended the Mandatory Accreditation Programme as required by Bursa Securities after the Company is listed on the Main Market of Bursa Securities on 28 June 2006.
The Board acknowledges that continuous training and education are vital for the Board members to gain insight into the state of economy, technological advances, regulatory updates and management strategies.
Directors are encouraged to attend continuous education programmes to further enhance their skills and knowledge, where relevant.
7KHUHZHUHDOVRWHFKQLFDOEULHÀQJVXSGDWHVRQVWDWXWRU\DQGUHJXODWRU\UHTXLUHPHQWVIURPWLPHWRWLPHDWWKH Board meetings by the Company Secretaries. All Directors will continue to attend relevant 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 with regulatory and corporate governance developments in the marketplace.
The Board has assessed the training needs of the Directors. Generally, all Directors must attend at least one (1) WUDLQLQJVHPLQDUHDFK\HDU'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKH'LUHFWRUVKDYHDWWHQGHG appropriate training programmes conducted by external experts and the descriptions of the training/seminar are set out below:
Title of training/seminar Number of day(s) spent ([HFXWLQJ(IIHFWLYH7UDQVIRUPDWLRQ3URFHVV²*HWWLQJ,W5LJKW
4XDQWLW\6XUYH\LQJ,QWHUQDWLRQDO&RQYHQWLRQ²6XUÀQJWKH:DYHRI&KDQJH &RUSRUDWH7D[3ODQQLQJ6HPLQDU²&3$$XVWUDOLD
NATSEM 10th Incorporated Society of Planters 1
The Company Secretaries circulate the relevant guidelines on statutory and regulatory requirements from time to time for the Board’s reference and brief the Board on these updates, where applicable. The Senior Manager, Accounts and External Auditors also briefed the Board members on any changes to the Financial 5HSRUWLQJ6WDQGDUGVWKDWDIIHFWWKH*URXS·VÀQDQFLDOVWDWHPHQWVGXULQJWKHÀQDQFLDO\HDUXQGHUUHYLHZ 8SKROGLQWHJULW\LQÀQDQFLDOUHSRUWLQJE\WKH&RPSDQ\
,WLVWKH%RDUG·VFRPPLWPHQWWRSUHVHQWDFOHDUDQGEDODQFHGDVVHVVPHQWRIWKH*URXS·VÀQDQFLDOSHUIRUPDQFH DQGIXWXUHSURVSHFWVDWWKHHQGRIHDFKUHSRUWLQJSHULRGDQGÀQDQFLDO\HDUSULPDULO\WKURXJKDQQRXQFHPHQWRI WKH*URXS·VTXDUWHUO\UHVXOWVWR%XUVD6HFXULWLHVWKHDQQXDOÀQDQFLDOVWDWHPHQWVRIWKH*URXSDQGRIWKH&RPSDQ\
as well as the review of the Group’s operations and performance in the Annual Report, where relevant.
7KH%RDUGLVUHVSRQVLEOHIRUHQVXULQJWKDWWKHÀQDQFLDOVWDWHPHQWVDUHSUHSDUHGLQDFFRUGDQFHZLWKWKHDSSURYHG accounting standards to give a true and fair view of the state of affairs of the Group and of the Company as at WKHHQGRIWKHUHSRUWLQJSHULRGDQGRIWKHLUUHVXOWVDQGFDVKÁRZVIRUWKHSHULRGWKHQHQGHG
7R DVVLVW LQ LWV GLVFKDUJH RI LWV GXWLHV RQ ÀQDQFLDO UHSRUWLQJ WKH %RDUG KDV HVWDEOLVKHG DQ $XGLW &RPPLWWHH comprising exclusively Non-Executive Directors, the majority of whom are independent, with Mr. Bong Wei Leong as the Audit Committee Chairman. The composition of the Audit Committee, including its roles and responsibilities, are set out in the Audit Committee Report on pages 27 to 32 of this Annual Report. One of the key responsibilities RIWKH$XGLW&RPPLWWHHLQLWVVSHFLÀFWHUPVRIUHIHUHQFHLVWRHQVXUHWKDWWKHÀQDQFLDOVWDWHPHQWVRIWKH*URXS DQG RI WKH &RPSDQ\ FRPSO\ ZLWK DSSOLFDEOH ÀQDQFLDO UHSRUWLQJ VWDQGDUGV LQ 0DOD\VLD DQG SURYLVLRQV RI WKH
&RPSDQLHV $FW 6XFK ÀQDQFLDO VWDWHPHQWV FRPSULVH WKH TXDUWHUO\ ÀQDQFLDO UHSRUW DQQRXQFHG WR %XUVD 6HFXULWLHVDQGWKHDQQXDODXGLWHGÀQDQFLDOVWDWHPHQWV
CORPORATE GOVERNANCE STATEMENT (CONT’D)
8SKROGLQWHJULW\LQÀQDQFLDOUHSRUWLQJE\WKH&RPSDQ\FRQW·G
7KH%RDUGXQGHUVWDQGVLWVUROHLQXSKROGLQJWKHLQWHJULW\RIÀQDQFLDOUHSRUWLQJE\WKH&RPSDQ\$FFRUGLQJO\WKH
%RDUGLQRYHUVHHLQJWKHÀQDQFLDOUHSRUWLQJSURFHVVRIWKH&RPSDQ\KDVDGRSWHGDSROLF\WKDWWKHSURYLVLRQRI non-audit services permitted to be provided by the external auditors, does not impair the auditors’ objective, judgment and independence.
The Board has also adopted an External Auditors Policy for the Audit Committee to assess the suitability and independence of external auditors. The External Auditors Policy has outlined the criteria and procedures for the engagement, assessment and monitoring of external auditors. The Audit Committee is responsible for reviewing, assessing and monitoring the performance, suitability and independence of the external auditors, on an annual basis.
7KHH[WHUQDODXGLWRUVKDYHFRQÀUPHGDQGDVVXUHGLQZULWLQJRIWKHLULQGHSHQGHQFHWRWKH$XGLW&RPPLWWHH7KH Audit Committee had assessed the suitability and independence of the external auditors based on the External Auditors Policy and recommended their re-appointment for the ensuing year.
'XULQJWKHÀQDQFLDO\HDUXQGHUUHYLHZWKH$XGLW&RPPLWWHHPHWZLWKWKH([WHUQDO$XGLWRUWZLFHZLWKRXWWKH presence of the other Directors and employees of the Group.
6. Recognise and manage risks of the Group
The Board acknowledges its responsibility for the RSB Group’s system of risk management and internal control, which is designed to identify, evaluate and manage the risks of the businesses of the RSB Group, in pursuit of its REMHFWLYHV,QDGGLWLRQWKHV\VWHPRILQWHUQDOFRQWUROSUDFWLVHGE\WKH56%*URXSVSDQVRYHUÀQDQFLDORSHUDWLRQDO and compliance aspects, particularly to safeguard the RSB Group’s assets and hence shareholders’ investments.
The system of internal control, by its nature, can only provide reasonable but not absolute assurance against misstatement or loss.
In executing the responsibility for the internal control system, the Board via the internal auditors and Risk Management Committee, has adopted procedures to monitor the ongoing adequacy and integrity of the system of risk management and internal control. The effectiveness of the RSB Group’s system of risk management and internal control is reviewed on a regular basis by the Internal Auditors and Risk Management Committee.
Further details of the state of the risk management and system of internal control of the RSB Group are presented on pages 33 to 34 of this annual report.
RSB has its in-house internal audit function which is independent of the activities its audit. The Internal Audit Manager report directly to the Audit Committee. Further details of the internal audit function are outlined on pages 32 and 34 of this annual report.
7. Ensure timely and high quality disclosure i) Corporate Disclosure Policy and Procedures
The Board is committed to ensuring that communications to the investing public regarding the business, RSHUDWLRQV DQG ÀQDQFLDO SHUIRUPDQFH RI WKH &RPSDQ\ DUH DFFXUDWH WLPHO\ IDFWXDO LQIRUPDWLYH FRQVLVWHQWEURDGO\GLVVHPLQDWHGDQGZKHUHQHFHVVDU\LQIRUPDWLRQÀOHGZLWKUHJXODWRULVLQDFFRUGDQFH with applicable legal and regulatory requirements.
7KH &RPSDQ\ DQQRXQFHV LWV TXDUWHUO\ DQG IXOO \HDU UHVXOWV ZLWKLQ WKH PDQGDWRU\ SHULRG 7KH ÀQDQFLDO statements and, where necessary other presentation materials presented at the Company’s general meetings, including material and price-sensitive information, are disseminated and publicly released via Bursa LINK on a timely basis to ensure effective dissemination of information relating to the Group.
CORPORATE GOVERNANCE STATEMENT (CONT’D)
7. Ensure timely and high quality disclosure (cont’d) i) Corporate Disclosure Policy and Procedures (cont’d)
The Board places importance in ensuring disclosures made to shareholders and investors are comprehensive, accurate and
