RIMBUNAN SAWIT BERHAD
(691393-U)
Rimbunan Sawit
Sustaining Wellness
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
Sustainability and Corporate 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 Form of Proxy
2 3 4 5 6 7 11 13 16 29 34 37 43 130 131 134 135 139
Contents
Vision
- 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
Mission
To be a leading agri-business &
plantation group
LQ$VLD3DFLÀF
LOCATIONS OF OPERATIONS
RIMBUNAN SAWIT BERHAD
R.H. Plantation Sdn Bhd
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
85%
85%
85%
70%
60%
60%
Timrest Sdn Bhd
Woodijaya Sdn Bhd
Jayamax Plantation Sdn Bhd
Rimbunan Sawit Holdings
Sdn Bhd
100%
Nescaya Palma
Sdn Bhd
100%
Lumiera Enterprise Sdn Bhd
Novelpac-Puncakdana Plantation Sdn Bhd
RSB Palm Oil Mill Sdn Bhd
Rajang Builders Sdn Bhd Rajang Agrisupplies
Sdn Bhd
Burung Tiong Helicopter Sdn Bhd
Baram Trading Sdn Bhd
PJP Pelita Biawak Plantation Sdn Bhd
Pelita-Splendid Plantation Sdn Bhd
PJP Pelita Ekang-Banyok Plantation Sdn Bhd
PJP Pelita Lundu Plantation Sdn Bhd
Midas Plantation Sdn Bhd
Formasi Abadi Sdn Bhd
CORPORATE STRUCTURE
CORPORATE INFORMATION
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
North Wing, Menara Rimbunan Hijau,
101, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak.
Tel. No. : 084-218555 Fax No. : 084-219555
+HDG2IÀFH
North Wing, Menara Rimbunan Hijau,
101, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak.
Tel. No. : 084-218555 Fax No. : 084-219555 E-mail address : rsb@rsb.com.my
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 Bank of China (Malaysia) Berhad Hong Leong Bank Berhad CIMB Bank Berhad Public Bank Berhad
Bank Pertanian Malaysia Berhad AmBank (M) Berhad
0 -10 10 20 30 40 50 60 70 80 90 100 RM’ million
FY2014 (12 MTHS) FY2010
(16 MTHS) FY2011
(12 MTHS) FY2012
(12 MTHS) FY2013 (12 MTHS) -
7 77
95
31
(3)
200 300 400 500 600 700 800 900 RM’ million
874
427
884 882
870
400 600 800 1,000 1,200 1,400 1,600 1,800 RM’ million
1,643
1,304
1,612
1,568 1,614 RM’ million
FY2014 (12 MTHS) FY2010
(16 MTHS) FY2011
(12 MTHS) FY2012
(12 MTHS) FY2013 (12 MTHS)
239 291
360
314
282
50 100 150 200 250 300 350 400
REVENUE
SHAREHOLDERS’ FUND
PROFIT BEFORE TAX
TOTAL ASSET
FINANCIAL HIGHLIGHTS
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 for the financial year ended 31 December 2014.”
FINANCIAL HIGHLIGHTS
The Group recorded a revenue of RM239.7 million in 2014 which represented a decrease of 15.1% as compared to 2013 of RM282.2 million. This was mainly due to the decline in the Group’s overall sales volume of Crude Palm Oil (“CPO”), in which 46,818 metric tonnes in 2014 as compared to 69,591 metric tonnes in 2013, and Palm Kernel (“PK”), in which 10,598 metric tonnes in 2014 as compared to 16,831 metric tonnes in 2013; despite the increased of average selling price per metric tonnes for both CPO and PK for 3.1% and 31.6%, respectively; from RM2,187 and RM1,228 in 2013 to RM2,256 and RM1,617 in 2014 respectively.
7KLVJHQWOHULVHLQWKHSULFHRIFRPPRGLWLHVZDVLQÁXHQFHG by the increased demand from the emerging economies in WKHÀUVWWZRTXDUWHUVRIWKH\HDU+RZHYHUWKHKLJKLQYHQWRU\
levels of world’s CPO had caused its prices to be traded EHORZ50IRUWKHVXEVHTXHQWTXDUWHUVLQWKHÀQDQFLDO year 2014. Despite the drop in the pricing of commodities QDPHO\SDOPRLOSULFHWKH*URXS·VUHFRUGHGDJURVVSURÀW margin of 19% in 2014, which represented an increase of 5.5%
from 13.5% in 2013. The decrease in the production cost also FRQWULEXWHGWRWKHKLJKHUSURÀWPDUJLQRIDVFRPSDUHG to 2013.
Bong Wei Leong
Chairman, Independent Director
CHAIRMAN’S STATEMENT
(CONT’D)
DIVIDEND
7KH%RDUGGLGQRWUHFRPPHQGÀQDOGLYLGHQGWREHSDLG for the year ended 31 December 2014.
PLANTATION OPERATION REVIEW
In 2014, the Group’s oil palm planted area has increased to 57,182 hectares as compared to 54,659 hectares in 2013 whereas the production area was 39,122 (2014) hectares, an increase of 2,255 hectares from 2013 of 36,867 hectares. However, due to the lack of harvesters and unfavourable weather condition, it has caused the plunging in the production of fresh fruit bunch (FFB) to 436,584 metric tonnes in 2014 as compared to 479,480 metric tonnes in 2013.
The Group’s palm oil mill performance indicated unfavourable prospect in 2014. The productions of CPO was 43,937 metric tonnes and PK was 10,751 metric tonnes in 2014, representing a decrease of 34% and 35%
respectively from 2013. To combat the mill aging factor, major overhaul in respective areas will be performed in 2015; following the operation of the Group’s new palm oil mill. We will refurbish the existing mill to improve overall throughput DQGRLOH[WUDFWLRQHIÀFLHQF\
With the introduction of many good agricultural and PDQDJHPHQW SUDFWLFHV LQ WKH SODQWDWLRQ ÀHOG VXFK DV HQKDQFHG IHUWLOL]HU DSSOLFDWLRQ WHFKQLTXH WLPHO\ URDG maintenance & gravelling, complete harvesting rounds, standard pruning, improved worker productivity and IUHTXHQWUHYLHZRIRSHUDWLRQFDQKHOSWRPDLQWDLQKLJK RSHUDWLRQVWDQGDUGDQGHIÀFLHQF\
In countering the ever rising production costs, the management team of the Group is actively exploring IHDVLEOH LQLWLDWLYHV LQ UDLVLQJ HIÀFLHQF\ DQG SURGXFWLYLW\
throughout our operations. With close collaboration and cooperation of all stakeholders in the operation chain WKURXJK HIÀFLHQW KXPDQ DQG UHVRXUFH PDQDJHPHQW
CHAIRMAN’S STATEMENT
(CONT’D)
CORPORATE DEVELOPMENT
In 2012, the Group introduced the usage of SAP (53 )LQDQFLDOV VROXWLRQ IRU DOO DVSHFWV RI ÀQDQFH DQG control, along with the SAP Material Management &
Sales Distribution solutions with standardize process of procurement and sales. Upon completion, the Group was able to utilize the system to synchronize all recurring processes, feeding to one master system.
With the introduction of the synchronized system, it allows the business to better respond to industry and environmental changes, better operational and strategic alignment, improved information access and communication channels, improved productivity, improvement in risk management and ultimately UHGXFLQJRSHUDWLRQDOFRVWV7KLVDOORZVWKHÁH[LELOLW\DQG HIÀFLHQF\ RI WKH EXVLQHVV SURFHVVHV WR EH IHOW QRW RQO\
from the top down process but also vice versa.
With the implementation of the GST, effective 1st April 2015, the Group has engaged Messrs. Deloitte &
Touche as consultants for the GST impact analysis and Abeam for the system changes, in order to adapt to the UHTXLUHPHQWVDQGEHLQJ*67FRPSOLDQW
Furthermore, the setup of proposed new palm oil mill SURMHFW LQ 0LUL KDG RIÀFLDOO\ FRPPHQFHG LQ PLG RI December 2013. The Group had spent much effort in revising the design of the mill’s structure as well as to apply enhanced materials in order to improve the XVHIXOOLIHWLPHHQVXUHLWVHIÀFLHQF\DQGWKURXJKSXWDQG keeping the environment green. The brand new, rugged, HIÀFLHQW DQG HQYLURQPHQWDO IULHQGO\ PLOO LV H[SHFWHG WR EH FRPSOHWHG DQG FRPPLVVLRQHG LQ WKLUG TXDUWHU RI 2015 barring unforeseen circumstances. Technology’s advancement has pushed the Group to re-evaluate our enterprise’s strategies, product and services. To be in line with globalisation, implementation of new technology throughout the Group will help achieving greater HIÀFLHQF\DQGSURGXFWLYLW\
7KH *URXS LV FRQÀGHQW WKDW WKH FRPSOHWLRQ DQG commissioning of the new palm oil mill will fuel business growth for the Group in the foreseeable future.
OUTLOOK AND PROSPECTS
The global economic outlook remains uncertain with the recent sharp fall in the global oil prices and this has amid mounting evidence that global supplies are far outstripping demand and has had a large impact on the oil and gas sector, resulting in falling share prices for major oil companies worldwide. These factors, combined with the spill over effects of expansionary monetary policies in some developed countries have further fuelled the volatility in the major commodity prices and exchange rates. These have led to experts’
concern on the possibility of economic contraction in China which will inevitably exert the downward pressure on the demand for the global edible oil consumption and the prices of the crude palm oil will be affected accordingly.
CHAIRMAN’S STATEMENT
(CONT’D)
OUTLOOK AND PROSPECTS (CONT’D)
We nevertheless believe the CPO price will not vary VLJQLÀFDQWO\IURPWKHFXUUHQWOHYHOGHVSLWHWKHIDFWWKDW it may be affected by factors including the global production and consumption rates of vegetable oil, biodiesel usage, crude oil price, soya bean oil prices and macro-economic conditions. Nonetheless, palm oil product is expected to grow with the expanding global population.
The United States’ Department of Agriculture forecasts that the palm oil price is expected to improve although global oilseed crop will expand by a slower rate. Thus, this will lower the output of vegetable oils in which will sustain palm oil prices at a favourable position.
The Malaysian Government has announced the implementation of higher biodiesel mandate to B7, a 7% palm oil blending, which will see nationwide consumption of palm oil biodiesel increases to 575,000 tonnes. Implying to our Group, Fresh Fruit Bunches yield will improve as our palm trees are reaching maturity and soon to be in line with the national target to increase the yield by 25% by the year 2020. Apart from that, it will also lead to higher Oil Extraction Rate to around 20.5% due to EHWWHUTXDOLW\IUHVKIUXLWEXQFKHV
'HVSLWHRXU\RXQJSODQWDWLRQSURÀOHZHDUHORRNLQJDW possible alternatives for our plantations such as replanting or such to ensure our growth. Best Agriculture Practices are enforced and with this, we are also not diverting away from our responsibility to all stakeholders which also include keeping ourselves close to new Researches and Developments on palm oil trees. A recent study by University Sains Malaysia reveals that palm trees upon reaching 25 years, when their oil extraction diminishes, can be converted to other means of products using sap from the palm tree trunks. This breakthrough gives us the alternatives to further tap our existing palm trees after their prime and fully utilising them to the fullest and yet being ecology friendly.
ACKNOWLEDGEMENTS
It has been a very challenging year in 2014, with relatively ORZ &32 SULFHV HVSHFLDOO\ WRZDUG WKH ODVW TXDUWHU RI the year. The Group managed to record a positive performance and endeavour to stay competitive despite the weak commodities market.
With great respect, on behalf of RSB, I would like to express my deepest gratitude to fellow Board members who have contributed greatly to the Group with their invaluable expertise and experience. My heartiest appreciation goes to the Management and staff for their commitment and dedication throughout the Group and also to all our shareholders for their strong support.
Not forgetting our customers, business associates and
*RYHUQPHQWDXWKRULWLHVIRUWKHLUHIIHFWLYHDQGHIÀFLHQW contributions in assuring the Group’s smooth operation.
MANAGING DIRECTOR’S REVIEW OF OPERATIONS
Tiong Chiong Ong
Managing Director
OIL PALM PLANTATION OPERATION
During the year 2014, our Group, had developed 2,892 hectares (“Ha”) of new area for oil palm plantation, while the existing planted area has expanded by 5.3% from 54,659 Ha to 57,182 Ha, as compared to the preceding year. Besides that, the Group has started scout-harvesting on area of 2,255 ha and the production area has increased from 36,867 ha in 2013, to 39,122 ha in 2014.
Unfortunately, due to lack of harvesters, high workers turnover and unfavourable weather condition, fresh fruit bunch (FFB) production during the year under review had decreased by 18% to 436,584 metric tonnes, from 479,480 metric tonnes in the previous year.
The unfavourable weather condition, had also caused poor TXDOLW\RI))%SURGXFWLRQGXHWRGHOD\HGHYDFXDWLRQ$VD result, the Group’s milling activities recorded a decrease in oil extraction rate from 20.56% in 2013 to 20.03% in 2014, and in palm kernel extraction rate from 5.10% in 2013 to 4.91% in 2014, respectively. Whilst the Group’s palm oil mill produced 43,937 metric tonnes of Crude Palm Oil (CPO) and 10,751 metric tonnes of Palm Kernel (PK) in 2014, which resulted in a decrease of 34% and 35% respectively from the previous year.
,QWKH\HDURXURLOSDOPSODQWDWLRQ·VDJHSURÀOHLVDV follows:
Age Hectares
)LUVW\HDURIÀHOGSODQWLQJ
One year 4,595
Two years 4,889
Three years and above 44,866
Total 57,182
Immature 18,060
Mature 39,122
Total 57,182
Despite all that, the Group still emphasizes on complying with the Good Agricultural Practise set by the Group Plantation 2IÀFH WKURXJK VWULFW DQG WKRURXJK VXSHUYLVLRQ %\ QH[W year, the Group will introduce “self-monitoring system” as DQHZVXSHUYLVLRQWHFKQLTXH7KLVZLOOQXUWXUHDOORYHUVHHLQJ
personnel to ensure that every palm tree is healthy, receives LWVTXRWDRIIHUWLOL]HUDQGLVIUHHIURPSHVWVDQGGLVHDVHV This standardised procedure for harvesting, manuring, ZHHGLQJDQGÀHOGXSNHHSSOXVPDLQWHQDQFHZLOOIRFXVRQ WKHHIIHFWLYHQHVVDQGHIÀFLHQF\RIUHVRXUFHXWLOLVDWLRQDQG optimum output. For the year 2015, the Group will initiate QHZKDUYHVWLQJPDQXULQJDQGÀHOGXSNHHSV\VWHPDVSDUW of the continuous improvement programme.
$VSDUWRIWKHÀHOGXSNHHSWKHLQWHUURZVLQWKHRLOSDOPÀHOGV are encouraged to be covered with soft grasses for good palm growth and better fresh fruit bunch yields. Biological control by using cattle for grazing is the best method to achieve this objective. Therefore, cattle integration project under government subsidy program, is also applied to some of the Group’s estates. The Group has planned to increase the grazing area next year, which are programmed for these cattle with a grazing ratio of approximately 100 herbs:
5 Ha per day.
In addition, the Group also focuses on knowledge management (K-Management) and has aimed to be one of the best learning organisations. Agronomists and other internal experts have conducted numerous training sessions in the estates, in order to transfer the know-hows to the management, cadets and supervisors. This has enabled the estate management to have enhanced understanding on the principles and technical knowledge in oil palm botany, QXUVHU\PDQDJHPHQWSODQWLQJÀHOGXSNHHSSDOPQXWULWLRQ weed management, water level management, ablation, pest and diseases, and harvesting.
The Group has progressively developed its in-house biotechnology and analytical lab for foliar and soil analysis.
Besides that, the Group is also actively pursuing mitigation for pest and disease on oil palm. Several rounds of pest elimination campaign were programmed and carried out.
Most common pests to oil palm are rat, termite, wild boar and caterpillar. In order to be an environment friendly company, biological control is introduced in some of the
*URXS·VHVWDWHVVXFKDVSODQWLQJEHQHÀFLDOÁRZHU7XUQHUD Subulata and Casia Cobanensis, for the purpose of reducing chemical control usage.
Apart from that, good road accessibility is always vital for the group plantation, especially for transportation of materials and passage of workers. In 2014, road maintenance expenditures caused a substantial loss for the Group. In year 2015, road maintenance is programmed to be completed within the 6 months of dry period for the year. Old farm tractors are still currently being used and will eventually be replaced with lighter agricultural machines phase by SKDVHLQRUGHUWRDFKLHYHPRUHHFRQRPLFDODQGHIÀFLHQW production cost. The Group has started categorising for DOO LWV ÁHHW ZKHUH PDFKLQHU\ JURXS RI WKH VDPH PRGHOV LV arranged and managed under the allocated estates.
This is to improve the machinery maintenance so that the PHFKDQLFDODQGVSDUHSDUWVGHOLYHU\FDQEHPRUHHIÀFLHQW
MANAGING DIRECTOR’S REVIEW OF OPERATIONS
(CONT’D)
In striving for revenue maximisation and minimising of cost, intensive measures have been undertaken by benchmarking good agricultural and management practices. With guidance from these practices, it is deemed to help the Group in achieving plantation’s optimum potential yield.
PALM OIL MILL OPERATION
The RH Plantation Palm Oil Mill (RHPOM) in Miri, Sarawak, LV 5LPEXQDQ 6DZLW %HUKDG·V ÀUVW FRQYHQWLRQDO PLOO ZKLFK has started operation in October 1998. The Group has extended the mill’s capacity to 80 tonnes per hour (TPH), and thereafter its annual capacity to 360,000 tonnes of Fresh Fruit Bunch (FFB).
Clean technology is one of the main focus in mill operations, in line with the Group values. Methane capture facility has been introduced to reduce the greenhouse gas emission DQG WR LPSURYH ZDVWH ZDWHU WUHDWPHQW HIÀFLHQF\ E\
capturing the resulting methane biogas; which then the biogas is recycled to Gas Engine for electricity generation.
In addition, polishing plant has been setup to treat the mill HIÁXHQWEHIRUHLWVÀQDOGLVFKDUJHWRULYHUVRWKDWWKHWUHDWHG water meets and complies with the safety standard set by Department of Environment (DOE).
Furthermore, the Group plans to invest in organic composting plant to fully utilise the by-products such as the EFB, decanter FDNHV DQG HIÁXHQW VOXGJH LH WR FRQYHUW WKH ZDVWHV LQWR value added products such as organic fertiliser for estates, while creating an environmental friendly work stations.
RHPOM continues to maintain and improve its technological OLQHHIÀFLHQFLHVLQRUGHUWRPD[LPLVHWKHWKURXJKSXWDQGWR minimise the oil seepage.
The Group’s new palm oil mill (RSB Palm Oil Mill) construction project commenced on 16th December 2013, and it is now under mechanical erection and installation stage. The RSB Palm Oil Mill (60TPH) project is a complex that focuses RQ PD[LPXP RLO UHFRYHU\ ZLWK TXDOLW\ SURGXFWV FOHDQ technology, user friendly and zero wastage management.
7KHPLOOLVLQWHJUDWHGZLWKXQLTXHGHVLJQLQRLOSURFHVVLQJDQG by-product handling process that differ from conventional mills. Besides that, EFB shredder, biogas plant and organic composting plant are invested and included in the mill LQ RUGHU WR LQFUHDVH PLOO HIÀFLHQF\ DQG SURÀWDELOLW\ ZKLOH maintaining clean environment. This 100 million ringgit project is estimated to be ready for commissioning in the WKLUGTXDUWHURI\HDUZLWKHIÀFLHQF\WRH[WUDFW))%DW 60 tonnes per hour.
DEVELOPMENT IN 2014
SULRU\HDU7KLV(53V\VWHPWREHVSHFLÀF6$3KDVRIIHUHG real-time integrated business management solution that HQDEOHV IXQFWLRQDOLW\ DFURVV DOO GHSDUWPHQWV DQG RIÀFH locations to manage critical business functions including purchasing, sales & distribution, human resource and ÀQDQFLDOV ² DOO WKHVH HQDEOHG WKH PDQDJHPHQW WR PDNH effective decisions instantly.
In line with the implementation of SAP, secondary integration database programmes also have been initiated.
These database programmes provide basic day-to-day operation data for further analysis by relevant departments.
Already rolled out and implemented secondary database programmes are, Vehicle Tracking System and Dashboard.
Another important matter; RSB continues to sustain all its developed oil palm plantations on Native Customary Rights (“NCR”) land in Sarawak by bringing social and HFRQRPLFEHQHÀWVWRODQGRZQHUVDQGORFDOUHVLGHQWVZKR are from the indigenous community of Malaysia.
There were some new projects being initiated in 2014 among the RSB Group of plantations. One being the construction of mini township at Bakong Plantation Sdn Bhd, where general car parks, petrol station and commercial shop lots are being built as part of the centralisation strategy in terms of people expertise and logistics.
For continuous learning and training objective, the new generation is vital to RSB Group as we emphasise the importance of continuous growth for the Group; internally and externally, RSB offers On-the-Job Training Programme to school leavers. Here, they will receive priceless experience and knowledge shared by estate managers and staff from WKHZKROHHVWDWHV8SRQFRPSOHWLRQWKH\ZLOOEHFHUWLÀHG ÀHOGFRQGXFWRUVDQGWKLVZLOOVROYHWKHSUREOHPRIVKRUWDJH of skilled workers; this also helps the Group in building a stronger relationship with the local communities. As for our present staff, our Agronomy Department is constantly organising trainings on good agriculture practices, so they KDYH VXIÀFLHQW NQRZOHGJH VNLOOV DQG H[SRVXUH LQ KDQGOLQJ WKHLU WDVNV HIÀFLHQWO\ $SDUW IURP WKDW 56% *URXS DOVR works closely with Open University Institution in organising leadership training programmes and corporate education.
CONCLUSION
2014 had been a year full of challenges and hardship.
Moving forward, in the beginning of the year 2015, we have VKLIWHG WR RXU QHZ FRUSRUDWH RIÀFH LQ 0HQDUD 5LPEXQDQ Hijau. With the implementation of good practices in agricultural activities, human resources management, ÁHHW PDQDJHPHQW DQG FRRSHUDWLRQ IURP DOO FRPSDQLHV departments and parties in the organisation, the Group is
PROFILE OF DIRECTORS
Mr. Bong Wei Leong was appointed to the Board of Rimbunan Sawit Berhad (“RSB”) on 14 February 2006 and ZDVVXEVHTXHQWO\DSSRLQWHGDV&KDLUPDQRI56%RQ 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%RQJZDVD3DUWQHURIDSXEOLFDFFRXQWDQWVÀUPSULRU to starting his own practice in 2004. He has more than 21 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
%RQJDWWHQGHGDOOWKHÀYH%RDUGPHHWLQJVKHOG+H holds no share in RSB Group.
Mr. Tiong Kiong King is a businessman and was appointed to the Board of RSB on 14 February 2006.
6XEVHTXHQWO\KHZDVDSSRLQWHGDV1RQ,QGHSHQGHQW 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 44 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.
0U7LRQJKDVDWWHQGHGDOOWKHÀYH%RDUGPHHWLQJV KHOG GXULQJ WKH ÀQDQFLDO \HDU HQGHG 'HFHPEHU 2014. His shareholdings in RSB Group as at 23 April 2015 are disclosed on page 137 of this annual report.
BONG WEI LEONG Aged 47 / Malaysian Chairman /Independent Director
TIONG KIONG KING Aged 67 / Malaysian Non-Independent Non-Executive Vice Chairman
TIONG Aged 6 Non-In Non-Ex Chairm
PROFILE OF DIRECTOR’S
(CONT’D)
Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King was appointed to the Board of Rimbunan Sawit Berhad (“RSB”) RQ )HEUXDU\ DQG ZDV VXEVHTXHQWO\ DSSRLQWHG DV 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 business sectors including media and publishing, oil and JDV PLQLQJ ÀVKHU\ PDQXIDFWXULQJ LQIRUPDWLRQ WHFKQRORJ\
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 of RH
*URXSDODUJHGLYHUVLÀHGFRQJORPHUDWHZKLFKKDVLQWHUHVWVLQ various businesses 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.
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
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 nine (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 23 years of experience in various capacities in the timber and plantation and industries. He is the Chairman of RSB Risk Management Committee. He also holds directorship in several private limited companies.
Under his leadership, RSB was presented the 2012 Top Award for the 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 acknowledgement and in recognition of his exemplary leadership and outstanding contribution to the promotion of Human Capital Development efforts in the plantation industry.
'XULQJ WKH ÀQDQFLDO \HDU HQGHG 'HFHPEHU 0U 7LRQJKDVDWWHQGHGDOOWKHÀYH%RDUGPHHWLQJVKHOG+LV TAN SRI DATUK SIR DIONG
HIEW KING
@ TIONG HIEW KING Aged 80 / Malaysian Executive Director
TIONG CHIONG ONG Aged 56 / Malaysian Managing Director TAN SR
HIEW K
@ TION Aged 8 Execut
TIONG Aged 5 Manag
PROFILE OF DIRECTORS
(CONT’D)
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 19 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 companies. Mr. Tiong has DWWHQGHGWKUHHRXWRIÀYH%RDUGPHHWLQJVKHOG GXULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU His shareholdings in RSB Group as at 23 April 2015 are disclosed on page 137 of this annual report.
0U7LRQJ,QJ0LQJLVDUHJLVWHUHGTXDQWLW\VXUYH\RURIWKH 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 FDUHHULQDFRQVXOWLQJTXDQWLW\VXUYH\LQJSUDFWLFHVLQFH 1994. Mr. Tiong is members of Audit and Nomination Committees. He also sits on the board of Subur Tiasa Holdings Berhad.
0U 7LRQJ KDV DWWHQGHG DOO WKH ÀYH %RDUG PHHWLQJV KHOGGXULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHU His shareholdings in RSB Group as at 23 April 2015 are disclosed on page 137 of this annual report.
TIONG CHIONG IE Aged 44 / Malaysian Non-Independent Non-executive Director TIONG
Aged Non-I Non-e
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 ING MING Aged 57 / Malaysian Independent Director
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
I UHYLHZLQJWKHDGHTXDF\DQGWKHLQWHJULW\RIWKHPDQDJHPHQWLQIRUPDWLRQDQGLQWHUQDOFRQWUROV\VWHPVRIWKH 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.
CORPORATE GOVERNANCE STATEMENT
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 UHVHUYHGIRUWKH%RDUGLQFOXGHLQWHUDOLDWKHDSSURYDORIDQQXDOEXGJHWVDQGVWUDWHJLFSODQTXDUWHUO\DQG 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 WKHUROHVDQGUHVSRQVLELOLWLHVRIWKH%RDUG&KDLUPDQLWV&RPPLWWHHVDQG0DQDJHPHQWWKHUHTXLUHPHQWVRI 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 GLVFKDUJLQJLWVRYHUVLJKWUROHHIIHFWLYHO\7KH&RGHRI&RQGXFWUHTXLUHVDOO'LUHFWRUVWRREVHUYHKLJKHWKLFDO 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 employees and associates 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 37 to 42 of this Annual Report.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
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 Secretary 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 Secretary
7KH&RPSDQ\6HFUHWDU\LVDTXDOLÀHGVHFUHWDU\DVUHTXLUHGSXUVXDQWWRWKH0DOD\VLDQ&RPSDQLHV$FW The Company Secretary is the member of the Malaysian Association of Institute of Chartered Secretaries and Administrators (MAICSA). She is competent in carrying out her work and plays supporting and advisory UROHVWRWKH%RDUGDQGWKH*URXSRQLVVXHUHODWLQJWRFRPSOLDQFHZLWKODZVDQGUHTXLUHPHQWVDVZHOODVWKH Code of Corporate Governance. She ensures adherence and compliance to the procedures and regulatory UHTXLUHPHQWVIURPWLPHWRWLPH6KHDOVRHQVXUHVWKDWPHHWLQJVDUHSURSHUO\FRQYHQHGDQGGHOLEHUDWLRQVDW PHHWLQJVDUHDFFXUDWHO\DQGVXIÀFLHQWO\FDSWXUHGDQGPLQXWHGPLQXWHVDQGVWDWXWRU\UHFRUGVDUHSURSHUO\
kept and updated.
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)
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 29 to 33 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
&RPPLWWHHV UHYLHZ DQQXDOO\ WKH UHTXLUHG PL[ RI VNLOOV LQWHJULW\ WLPH FRPPLWPHQW H[SHULHQFH DQG RWKHU TXDOLWLHVRIWKH%RDUGLQFOXGLQJFRUHFRPSHWHQFLHVZKLFKWKH'LUHFWRUVVKRXOGEULQJWRWKH%RDUGDQQXDO assessment of the independent directors, reviewing of succession plans for the Board and senior management, formalising the policies for Board and workforce diversity and reviewing the training needs for Directors.
The Board has yet to adopt gender and workforce 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. The Board will consider the diversity policy for the workforce.
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;
E WKH FRPSRVLWLRQ UHTXLUHPHQWV IRU WKH %RDUG DQG &RPPLWWHHV LI WKH FDQGLGDWH LV SURSRVHG WR EH 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.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
2. Strengthen Composition of the Board (cont’d) ii) Nomination Committee (cont’d)
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 Secretary will ensure that all appointments of new Director are properly carried out and all legal and regulatory obligations are met.
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.
)URPWKHUHVXOWVRIWKHDVVHVVPHQWLQFOXGLQJWKHPL[RIVNLOOVH[SHULHQFHDQGRWKHUTXDOLWLHVSRVVHVVHGE\
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 JRRGFKDUDFWHUH[SHULHQFHLQWHJULW\FRUHFRPSHWHQFLHVDQGTXDOLWLHVDVZHOODVWKHLUWLPHGHYRWHGDQG committed to discharge their roles.
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.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
2. Strengthen Composition of the Board (cont’d) iii) Remuneration Committee (cont’d)
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.
(c) No Director other than the GMD and Executive Directors shall have a service contract with the Company.
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 RZQUHPXQHUDWLRQ7KHUHPXQHUDWLRQSDFNDJHLVGHWHUPLQHGLQDFFRUGDQFHWRIDLUDQGHTXLWDEOHFULWHULD 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.
+RZHYHU LQ FRPSOLDQFH ZLWK WKH 0DLQ 0DUNHW /LVWLQJ 5HTXLUHPHQWV RI %XUVD 0DOD\VLD 6HFXULWLHV %HUKDG
´/LVWLQJ5HTXLUHPHQWµWKHUHPXQHUDWLRQRI56%·V'LUHFWRUVIRUWKHÀQDQFLDO\HDUHQGHG'HFHPEHU in aggregate and analysed into bands of RM50,000, were as follows:
Executive Directors Non-Executive Directors
(RM) (RM)
Fee 57,600 225,600
Salary 2,160,000 -
Bonus 540,000 -
Allowances 1,600 7,000
'HÀQHGFRQWULEXWLRQUHWLUHPHQWSODQ
%HQHÀWVLQNLQG
Executive Directors Non-Executive Directors
(No.) (No.)
RM1,550,000 to RM1,600,000 1 -
RM1,350,000 to RM1,400,000 1 -
RM100,001 to RM150,000 - 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.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
2. Strengthen Composition of the Board (cont’d) iv) Risk Management Committee (cont’d)
The composition of the Risk Management Committee are as follows:
Chairman : Tiong Chiong Ong Members : Robert Ling Tong Ung
Syed Abdullah bin Syd. Hashim
Chan Geh Ming
Setia ak Uliek
Timothy Tiong Ing Zun
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 'HSDUWPHQWRI(QYLURQPHQWUHTXLUHPHQWDQG
(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 /LVWLQJ5HTXLUHPHQWVRI%XUVD0DOD\VLD6HFXULWLHV%HUKDG´%XUVD6HFXULWLHVµ
7KH&KDLUPDQOHDGVWKH%RDUGDQGLVUHVSRQVLEOHIRUHQVXULQJWKHDGHTXDF\DQGHIIHFWLYHQHVVRIWKH%RDUG·V 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.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
3. Reinforce Independence of the Board (cont’d)
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.
$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\
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 retain as an Independent 'LUHFWRUWKH%RDUGVKDOOÀUVWMXVWLI\DQGREWDLQVKDUHKROGHUV·DSSURYDO2XU,QGHSHQGHQW'LUHFWRUV0U%RQJ:HL Leong and Mr. Tiong Ing Ming have served as Independent Directors of the Company for a consecutive term of more than nine (9) years. However, the Board concurred that their independence as Independent Directors KDYHQRWEHHQFRPSURPLVHGLQDQ\ZD\EDVHGRQWKHIROORZLQJMXVWLÀFDWLRQVDQGUHFRPPHQGDWLRQIURPWKH Nomination Committee:
D 7KH\IXOÀOOHGWKHFULWHULDVDV,QGHSHQGHQW'LUHFWRUDVVWLSXODWHGLQWKH/LVWLQJ5HTXLUHPHQWVDQGWKHUHIRUHDUH able to offer impartial judgement and advice to the Board;
(b) They remain independent and vocal, actively participated in deliberations and exercised independent judgement at Board and Board Committee meetings without compromising operational consideration.
Hence, provide a check and balance to operational management; and
(c) They continue to exercise independent and objective judgement in carrying out their duties as Independent Directors and they provide guidance, unbiased and independent views to many aspects of the Company and the Group’s strategy so as to safeguard the interests of minority shareholders. Their long tenure as ,QGHSHQGHQW 'LUHFWRUV KDYH QR FRQÁLFW RI LQWHUHVW RU XQGXH LQÁXHQFH IURP PDQDJHPHQW DQG LQWHUHVWHG parties.
Having considered the above, the Board had recommended both Mr. Bong Wei Leong and Mr. Tiong Ing Ming to be retained as Independent Directors of the Company and such proposal shall be tabled for shareholders’
approval at the forthcoming Annual General Meeting.
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 DVDQGZKHQUHTXLUHGWRGLVFKDUJHWKHUHOHYDQWGXWLHVDQGUHVSRQVLELOLWLHVEHVLGHVDWWHQGLQJPHHWLQJVRIWKH 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.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
4. Foster Commitment of Directors (cont’d) i) Time commitment and meetings (cont’d)
'LUHFWRUVDUHH[SHFWHGWRKDYHVXFKH[SHUWLVHVRDVWRTXDOLI\WKHPWRPDNHDSRVLWLYHFRQWULEXWLRQWRWKH
%RDUGSHUIRUPDQFHRILWVGXWLHVDQGWRJLYHVXIÀFLHQWWLPHDQGDWWHQWLRQWRWKHDIIDLUVRIWKH&RPSDQ\
$Q\ 'LUHFWRU VKDOO QRWLI\ WKH &KDLUPDQ EHIRUH DFFHSWLQJ DQ\ QHZ GLUHFWRUVKLS DQG WKH QRWLÀFDWLRQ VKDOO include the indication of time that will be spent on the new appointment.
7KXVIDUWKH%RDUGLVVDWLVÀHGZLWKWKHOHYHORIWLPHFRPPLWPHQWJLYHQE\DOOWKH'LUHFWRUVLQIXOÀOOLQJWKHLUUROHV and responsibilities as Directors of the Company. This is evidenced by their attendance at the meetings of the
%RDUGDQGWKH%RDUG&RPPLWWHHV$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 GLVFXVVLRQ DQG GHFLVLRQ PDNLQJ GXULQJ PHHWLQJV $W WKH TXDUWHUO\ %RDUG PHHWLQJV WKH %RDUG UHYLHZV WKH EXVLQHVVSHUIRUPDQFHRIWKH*URXSDQGGLVFXVVHVPDMRURSHUDWLRQDODQGÀQDQFLDOLVVXHV
'XULQJ WKH ÀQDQFLDO \HDU XQGHU UHYLHZ WKH %RDUG FRQYHQHG ÀYH VFKHGXOHG %RDUG PHHWLQJV DQG WKH details of attendance of each Director are set out below:
Numbers of meetings attended Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King 3 out of 5
Tiong Kiong King 5 out of 5
Tiong Chiong Ong 5 out of 5
Tiong Chiong Ie 3 out of 5
Bong Wei Leong 5 out of 5
Tiong Ing Ming 5 out of 5
All proceedings, matters arising, deliberations in terms of the issue discussed, and recommendations made by the Board Committees at the committees’ meetings are recorded in the minutes by the Company Secretary, FRQÀUPHGE\WKH%RDUG&RPPLWWHHVDQGVLJQHGE\WKH&KDLUPHQRIWKHVDLGFRPPLWWHHV$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 WKHVDLGFRPPLWWHHPHHWLQJVLIVRUHTXLUHG
ii) Directors’ Training
$OOWKH'LUHFWRUVKDYHDWWHQGHGWKH0DQGDWRU\$FFUHGLWDWLRQ3URJUDPPHDVUHTXLUHGE\%XUVD6HFXULWLHVDIWHU the Company is listed on the Main Market of Bursa Securities on 28 June 2006.
The Board acknowledges that continuous training and education are vital for the Board members to gain insight into the state of economy, technological advances, regulatory updates and management strategies.
Directors are encouraged to attend continuous education programmes to further enhance their skills and
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
4. Foster Commitment of Directors (cont’d) ii) Directors’ Training (cont’d)
7KHUHZHUHDOVRWHFKQLFDOEULHÀQJVXSGDWHVRQVWDWXWRU\DQGUHJXODWRU\UHTXLUHPHQWVIURPWLPHWRWLPHDWWKH Board meetings by the Company Secretaries. All Directors will continue to attend relevant training as may be UHTXLUHGIURPWLPHWRWLPHWRHTXLSWKHPVHOYHVZLWKWKHNQRZOHGJHWRGLVFKDUJHWKHLUGXWLHVPRUHHIIHFWLYHO\
and to keep abreast with regulatory and corporate governance developments in the marketplace.
The Board has assessed the training needs of the Directors. Generally, all Directors must attend at least two (2) WUDLQLQJVHPLQDUHDFK\HDU'XULQJWKHÀQDQFLDO\HDUHQGHG'HFHPEHUWKH'LUHFWRUVKDYHDWWHQGHG appropriate training programmes conducted by external experts and the descriptions of the training/seminar are set out below:
Title of training/seminar Number of day(s) spent
Transfer pricing development in Malaysia 1
MIA International Accountants Conference 2014 2
%XGJHW6HPLQDU²$FFHOHUDWLQJJURZWKHQVXULQJÀVFDOVXVWDLQDELOLW\
prospering the rakyat 1
Positioning growth through innovation and talent management strategies 1 Quantity Surveying International Convention 2014 “Wind of Chance” 2
Board Chairman Series : The role of the Chairman 1
7KH &RPSDQ\ 6HFUHWDU\ FLUFXODWH WKH UHOHYDQW JXLGHOLQHV RQ VWDWXWRU\ DQG UHJXODWRU\ UHTXLUHPHQWV IURP time to time for the Board’s reference and brief the Board on these updates, where applicable. The Senior Manager (Group Accounts) and External Auditors also briefed the Board members on any changes to the )LQDQFLDO5HSRUWLQJ6WDQGDUGVWKDWDIIHFWWKH*URXS·VÀQDQFLDOVWDWHPHQWVGXULQJWKHÀQDQFLDO\HDUXQGHU review.
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 $XGLW &RPPLWWHH comprising exclusively Non-Executive Directors, the majority of whom are independent, with Mr. Bong Wei Leong as the Audit Committee Chairman. The composition of the Audit Committee, including its roles and responsibilities, are set out in the Audit Committee Report on pages 29 to 33 of this Annual Report. One of the key responsibilities RIWKH$XGLW&RPPLWWHHLQLWVVSHFLÀFWHUPVRIUHIHUHQFHLVWRHQVXUHWKDWWKHÀQDQFLDOVWDWHPHQWVRIWKH*URXS DQG RI WKH &RPSDQ\ FRPSO\ ZLWK DSSOLFDEOH ÀQDQFLDO UHSRUWLQJ VWDQGDUGV LQ 0DOD\VLD DQG SURYLVLRQV RI WKH
&RPSDQLHV $FW 6XFK ÀQDQFLDO VWDWHPHQWV FRPSULVH WKH TXDUWHUO\ ÀQDQFLDO UHSRUW DQQRXQFHG WR %XUVD 6HFXULWLHVDQGWKHDQQXDODXGLWHGÀQDQFLDOVWDWHPHQWV
7KH%RDUGXQGHUVWDQGVLWVUROHLQXSKROGLQJWKHLQWHJULW\RIÀQDQFLDOUHSRUWLQJE\WKH&RPSDQ\$FFRUGLQJO\WKH
%RDUGLQRYHUVHHLQJWKHÀQDQFLDOUHSRUWLQJSURFHVVRIWKH&RPSDQ\KDVDGRSWHGDSROLF\WKDWWKHSURYLVLRQRI non-audit services permitted to be provided by the external auditors, does not impair the auditors’ objective, judgment and independence.
CORPORATE GOVERNANCE STATEMENT
(CONT’D)
8SKROGLQWHJULW\LQÀQDQFLDOUHSRUWLQJE\WKH&RPSDQ\FRQW·G
The Board has also adopted an External Auditors Policy for the Audit Committee to assess the suitability and independence of external auditors. The External Auditors Policy has outlined the criteria and procedures for the engagement, assessment and monitoring of external auditors. The Audit Committee is responsible for reviewing, assessing and monitoring the performance, suitability and independence of the external auditors, on an annual basis.
7KHH[WHUQDODXGLWRUVKDYHFRQÀUPHGDQGDVVXUHGLQZULWLQJRIWKHLULQGHSHQGHQFHWRWKH$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 0DQDJHPHQW &RPPLWWHH KDV DGRSWHG SURFHGXUHV WR PRQLWRU WKH RQJRLQJ DGHTXDF\ DQG LQWHJULW\ RI WKH 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 34 to 36 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 33 and 35 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 ZLWKDSSOLFDEOHOHJDODQGUHJXODWRU\UHTXLUHPHQWV
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 on a timely and even basis as they are critical towards building and maintaining corporate FUHGLELOLW\ DQG LQYHVWRU FRQÀGHQFH $V VXFK WKH &RPSDQ\ KDV DGRSWHG D &RUSRUDWH 'LVFORVXUH 3ROLF\
and Procedures to set out the policies and procedures for disclosure of material information of the Group WRHQVXUHFRPSOLDQFHZLWKWKH/LVWLQJ5HTXLUHPHQWV7KH&RUSRUDWH'LVFORVXUH3ROLF\DQG3URFHGXUHVDUH applicable to all employees and Directors of the Group as well as those authorised to speak on their behalf.
ii) Leverage on Information Technology
In addition, the Company also put in place electronic facility to enable communication with shareholders via its website www.rsb.com.my. Shareholders can access to and obtain all information on RSB Group by accessing this website. All announcements made by the Company and information that are relevant to the shareholders and investors are available in this website.
8. Strengthen relationship between the Company and its shareholders i) Shareholder participation at general meeting
The general meeting, which is the principal forum for shareholder dialogue, allows shareholders to review the
*URXS·VSHUIRUPDQFHYLDWKH&RPSDQ\·V$QQXDO5HSRUWDQGSRVHTXHVWLRQVWRWKH%RDUGIRUFODULÀFDWLRQ At the general meeting, shareholders participate in deliberating resolutions being proposed or on the
*URXS·VRSHUDWLRQVLQJHQHUDO7KH&KDLUPDQRIWKHJHQHUDOPHHWLQJLQYLWHGVKDUHKROGHUVWRUDLVHTXHVWLRQV with responses from the Board, Senior Management and external auditors. The notice of general meeting is circulated within the prescribed period before the date of the meeting to enable shareholders to go through the Annual Report, circular and papers supporting the resolutions proposed. Special business transacted at the general meeting are accompanying with the explanatory notes to facilitate full understanding of the PDWWHUVLQYROYHG([FHSWIRUWKRVHUHTXLUHGXQGHUWKH/LVWLQJ5HTXLUHPHQWVDOOWKHUHVROXWLRQVVHWRXWLQWKH notice of the general meeting was put to vote by show of hands and the outcome of the general meet
