Ho Kim Swee @ Ho Kian Guan Executive Chairman Dato’ Ho Cheng Chong @ Ho Kian Hock Executive Director. Zaha Rina Binti Zahari (f) Independent Non-Executive Director (appointed on 26 August 2021) Ho Chung Kain (He ChongJing) Deputy to Dato’ Ho Cheng Chong @ Ho Kian Hock. Ho is the brother of Dato' Ho Cheng Chong @ Ho Kian Hock (Managing Director) and Mr.
DATO’ HO CHENG CHONG @ HO KIAN HOCK (cont’d)
HO ENG CHONG @ HO KIAN CHEONG
CHAN LUI MING IVAN
LEE HUEE NAN @ LEE HWEE LENG
LEE HUEE NAN @ LEE HWEE LENG (cont’d)
TOO HING YEAP @ TOO HENG YIP
TAI LAM SHIN
MAHATHIR BIN MOHAMED ISMAIL
MAHATHIR BIN MOHAMED ISMAIL (cont’d)
LIEW FOONG YUEN
DATO’ DR. ZAHA RINA BINTI ZAHARI
HO CHUNG KAIN (HE CHONGJING)
HO CHUNG KAIN (HE CHONGJING) (cont’d)
HO CHUNG HUI
HO CHUNG HUI (cont’d)
HO CHUNG TAO
HO CHUNG KIAT, SYDNEY (HE CHONGJIE, SYDNEY)
PLANTATIONS HEE VUI YONG @ VINCENT
MANUFACTURING CHUA TECK NGIN
PROPERTY DEVELOPMENT CHONG KIN MENG, VINCENT
PROPERTY INVESTMENT PAULINE TAN
PROPERTY INVESTMENT (cont’d) SIM YOKE KENG
RESORT DATO' DR. ABDUL RAHIM BIN RAMLI
RESORT (cont’d) WOLFGANG BOETTCHER
HOTEL PETER WONG
HOTEL (cont’d) ROBERT ROY
DEREK SASANO
HOTEL (cont’d) DAVID KAM
INVESTMENT HOLDING PAUL TSE SEE FAN
GROUP FINANCE REUSON SEET
GAN KIM BUAN
The board is informed about the activities of the board committees by the respective chairman of the board. The Board is supported by three (3) suitably qualified and experienced company secretaries who are members of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) and are qualified to act as company secretaries under Section 235(2)(a) of the Companies Act 2016. The appointment and dismissal of the company secretary is a matter for the board as a whole.
TENURE OF INEDs AS AT 31 DECEMBER 2021
The Board of Directors agreed to seek shareholder approval for Mr.'s reappointment at the upcoming 52nd General Meeting. The Board of Directors recognizes the value of appointing individual directors who bring diverse skills, knowledge, expertise and opinions. The current members of the Company's Board of Directors provide the Board with the blended sector-specific knowledge and broad business and commercial experience necessary to effectively manage the Group.
BOARD GENDER DIVERSITY
Notwithstanding this, the Board has taken note of the recent amendments to the MMLR on long-serving INEDs (with a term exceeding twelve (12) years) where a long-serving INED must resign or be re-appointed as an independent director by June 1, 2023 In making decisions about suitable candidates, NC takes into account the candidate's skills, knowledge, expertise, experience, expertise, integrity, competence, independence and diversity (including gender diversity, ethnicity and age). They also bring an informed, independent and balanced view of the Group's strategy and performance to ensure that the Group maintains the highest standards of conduct and integrity.
AS AT 31 DECEMBER 2021 KSM GROUP GENDER DIVERSITY (MANAGERIAL LEVEL)
Risk Management and Internal Control Framework Risk Management and Internal Control Function
The Board of Directors is responsible for establishing and maintaining a sound system of risk management and internal control to ensure that shareholder investments, stakeholder interests and the Group's assets are safeguarded. The activities of the AC with regard to the risk management and internal control of the Group and the Company for the financial year ending 31 December 2021 are set out separately in the AC Report on pages 47 to 51. The management of the risk management system and internal control are set out in the Risk Management and Internal Control Statement on pages 52 to 54.
Conduct of General Meetings
- Financial Reporting
- External Audit
- Internal Audit
- Annual Report
- Related Party Transactions
Appointments and resignations of internal auditors are the responsibility of the KR. The activities of the Internal Audit Service for the financial year that ended on December 31, 2021 are guided by the Internal Audit Charter and the Annual Audit Plan. The NC conducted an annual assessment and evaluation of the Audit Committee's performance and performance for the fiscal year ending December 31, 2021.
This Statement on Risk Management and Internal Control has been prepared in accordance with the decision of the Board of Directors of April 7, 2022. Details on the relevant BU and the Group's segment information can be found on pages 161 to 165 of this Annual Report (“AR ”). Reference may be made to Note 8 and Cash Flow Statements of the Financial Statements on pages 88 to 89 of this AR.
The directors are pleased to present their report together with the audited annual accounts of the Group and the Company for the financial year ended 31 December 2021. The main activities and other information of the subsidiaries are described in Note 18 to the annual accounts. In the opinion of the directors, the results of the activities of the Group and of the Company during the financial year were not materially affected by any item, transaction or event of a material and unusual nature, other than as stated in the annual accounts.
During the financial year, an insurance premium of RM25,000 was paid by the Company for the indemnity cover of RM20,000,000 for the directors and the officers of the Group and the Company. The other directors in office at the end of the financial year had no interest in shares in the Company or its related corporations during the financial year. There was no repurchase of the company's issued ordinary shares, or any resale, cancellation or distribution of treasury shares during the financial year.
Signed on behalf of the board in accordance with the decision of the directors dated April 7, 2022.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KECK SENG (MALAYSIA) BERHAD (Incorporated in Malaysia)
Management's assessment resulted in the recording of impairment losses in the current financial year of RM13.83 million in respect of the group's property, plant and equipment. Given the importance of book value, the extent of impairment and the judgments and estimates involved in the assessment of recoverable amount, we determined that this was a key matter for our audit. We included component auditors in the evaluation of the recoverable values of tangible fixed assets and rights to use GGU.
Gained insight into the methodologies applied by management and independent appraisers in estimating the value in use and FVLCD of the property, plant and equipment and right-of-use assets, and assessed whether this methodology is consistent with that used in the industry. Evaluated the reasonableness of the key assumptions used by making comparisons with historical performance and market data, taking into account the current and expected prospects of economic growth in the hotel sector. We also assessed the adequacy of disclosures regarding the key assumptions to which the outcome of the impairment test is most sensitive.
For the financial year ended 31 December 2021, property development revenue represents 9.1% and 8.6% of the total revenue of the Group and the Company, while the related cost of sales represents 5.2% and 5.4% of the total cost of sales of the Group and the Company . The gross profit generated from property development activities represents 27.0% and 18.8% of the total gross profit of the Group and the Company for the year. Significant judgment and estimates are required to determine the progress towards full satisfaction of the performance obligation and this includes determining the extent of property development costs incurred and the total estimated cost of property development, which in turn is used to determine the percentage of completion and gross. profit margin from property development activities undertaken by the Group and the Company.
The amount of revenue and profit recognized from property development activities depends, among other things, on the rate of costs incurred in total estimated property development costs to derive the percentage of completion; the actual number of units sold and the estimated total revenue for each of the respective projects.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
December 2020
- SIGNIFICANT ACCOUNTING POLICIES (cont’d)
- Standards, Amendments and Annual Improvements issued but not yet effective
- Current versus non-current classification
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) 5 Fair value measurement
- Patents
- Financial instruments - Initial recognition and subsequent measurement
- Financial instruments - initial recognition and subsequent measurement (cont'd) (a) Financial assets (cont'd)
- Financial instruments - initial recognition and subsequent measurement (cont'd) (b) Financial liabilities (cont'd)
- Employee benefits
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) 21 Leases (cont'd)
- Revenue and other income recognition
- Revenue and other income recognition (cont'd)
- Revenue and other income recognition (cont'd) (i) Revenue (cont'd)
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) 23 Taxation (cont'd)
- Share capital and share issuance expenses
- Treasury shares
- Contingencies
- SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
- Key sources of estimation uncertainty
- SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (cont’d)
- REVENUE
- REVENUE (cont’d)
- CONTRACT BALANCES
- COST OF SALES
- OTHER INCOME
- EMPLOYEE BENEFITS EXPENSE (excluding key management personnel)
- EARNINGS/(LOSS) PER SHARE
- DIVIDENDS
- PROPERTY, PLANT AND EQUIPMENT
- PROPERTY, PLANT AND EQUIPMENT (cont’d)
- INVESTMENT PROPERTIES (cont’d)
- RIGHT-OF-USE ASSETS
- INVESTMENT IN SUBSIDIARIES (cont’d)
- INTANGIBLE ASSETS
The financial statements of the Group and the Company have been prepared in accordance with Malaysian Financial Reporting Standards (“IFRS”), International Financial Reporting Standards (“IFRS”) and the requirements of the Companies Act 2016 in Malaysia. The standard, amendments and annual improvements that have been issued but are not yet effective by the date of issue of the financial statements of the Group and the Company are disclosed below. The consolidated financial statements comprise the financial statements of the company and its subsidiaries as of the reporting date.
If such an indication is found, the group makes an estimate of the asset's recoverable amount. This category includes the group's and the company's derivative instruments and fund placements with licensed financial institutions. These also include overdrafts, which form an integral part of the group's and the company's liquidity management.
Leases where the Group and the Company bear substantially all the risks and rewards of ownership of the leased assets are classified as operating leases. Accordingly, the Group and the Company share the transaction price based on the relative selling prices of the separate goods and delivery services. An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all its liabilities.
Contingent liabilities and assets are not recognized in the Group's statements of financial position. PROPERTY, PLANT AND EQUIPMENT (continued). i) Details of the properties, golf course, land and buildings are as follows: (continued). The measurement of the fair value of the Group's and the Company's investment properties is categorized within Level 3 of the fair value hierarchy.
- INVENTORIES - OTHERS
- BIOLOGICAL ASSETS
- TRADE AND OTHER RECEIVABLES
- TRADE AND OTHER RECEIVABLES (cont’d) (a) Trade receivables
- TRADE AND OTHER RECEIVABLES (cont’d)
- OTHER CURRENT ASSETS
- DERIVATIVES
- SHORT TERM FUNDS
- CASH AND BANK BALANCES (cont’d)
- LOANS AND BORROWINGS
- LOANS AND BORROWINGS (cont’d) Bank overdrafts
- TRADE AND OTHER PAYABLES
- TRADE AND OTHER PAYABLES (cont’d) (a) Trade payables - third parties
- OTHER CURRENT LIABILITIES
- LEASE LIABILITIES
- SHARE CAPITAL
- OTHER RESERVES
- DEFERRED TAXATION
- DEFERRED TAXATION (cont’d)
- FAIR VALUE OF FINANCIAL INSTRUMENTS
- FAIR VALUE OF FINANCIAL INSTRUMENTS (cont’d)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (b) Foreign currency risk (cont'd)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (c) Liquidity risk (cont'd)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (d) Credit risk (cont'd)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (f) Changes in liabilities arising from borrowings
- CAPITAL MANAGEMENT
- SEGMENT INFORMATION
- SEGMENT INFORMATION (cont’d)
- SEGMENT INFORMATION (cont’d) (b) Geographical segments
The biological assets of the Group and the Company consist of fresh fruit bunches ("FFB") before harvesting. The valuation model adopted by the Group and the Company takes into account the present value of the net cash flows expected to be generated from the sale of FFB. The biological assets of the group and the company are classified in level 3 of the fair value hierarchy.
The Group and the Company use forward currency contracts to manage certain foreign currency transaction exposures. Treasury shares refer to the common shares of the company that are reacquired and held by the company. Interest rate risk is the risk that the fair values or future cash flows of the Group's and the Company's financial instruments will fluctuate due to changes in market interest rates.
Certain subsidiaries of the Group were subject to certain financial covenants imposed by the lenders. Zaha Rina Binti Zahari who is retiring in terms of Clause 78 of the Constitution of the Company. To re-appoint Ernst & Young PLT as Auditors of the Company and to authorize the Board to fix their remuneration.
The authorization for the 10% General Mandate will expire at the end of the 52nd AGM. This authorization, unless revoked or amended at a general meeting, will expire at the next AGM of the Company. To re-appoint Ernst & Young PLT as Auditors of the Company and to authorize the Board to fix their remuneration.
