The Group was able to deliver another set of sustainable performances, despite operating conditions remaining challenging, due to rising production costs and intensifying competition in the glove industry. Another notable achievement was the consistent strengthening of the Group's earnings before interest, taxes, depreciation and amortization (“EBITDA”). Achieving consistent positive growth for the Group has always been Kossan's ultimate goal to generate value for our shareholders.
Dato' Haji Mokhtar Bin Haji Samad, a Malaysian aged 67, was appointed Non-Executive Chairman of Kossan on 22 February 2002. Dato', an independent director, is the chairman of the audit committee and a member of the nomination committee and the remuneration committee. In addition to Kossan, Dato is the Independent Non-Executive Chairman of Luxchem Corporation Berhad, which is listed on the Bursa Main Securities Market.
LiM LeNG BUNG
Dato' saat ini menjabat sebagai Presiden Asosiasi Kontraktor Melayu Malaysia, Yang Di Pertua dari Asosiasi Kontraktor Melayu Malaysia, Kawasan Persekutuan, Anggota Dewan Dewan Pengembangan Industri Konstruksi, anggota Komite Penasihat Dewan Peniaga Melayu Malaysia, Kuala Lumpur , Wakil Ketua Majlis Pembangunan Usahawan Wilayah Sekutuan dan Ketua Pelaksana Konsorsium Konsorsium Melayu Contractors (Wilayah) Sdn. Dato' tidak memiliki saham di Kossan dan tidak memiliki hubungan keluarga dengan direktur dan/atau pemegang saham utama Kossan atau memiliki perjanjian bisnis apa pun yang melibatkan Kossan.
LiM siaU tiaN
LiM siaU HiNG
LiM ooi cHoW
Lee cHoo HocK
The Board of Directors (“the Board”) of Kossan Rubber Industries Bhd. Kossan") would like to confirm that the Board of Directors has continuously maintained the highest standards of Corporate Governance during the financial year ending 31 December 2014. In order to apply the principles of Corporate Governance in its business activities, the Board of Directors regularly reviews and maintains all identifiable means to ensure that the Company's Corporate Governance Standards comply with the Malaysian Code on Corporate Governance 2012 (the "Code") and have put in place to that effect. self-regulatory processes in the operating procedures of the Company. The Board is pleased to present the Corporate Governance Statement for the year ended 31 December 2014 which sets out the application of the principles set out in the Code.
Board of directors
- establish clear roles and responsibilities of the Board and Management
- establish clear roles and responsibilities of the Board and Management (continued) 3. Board Membership Criteria (continued)
- establish clear roles and responsibilities of the Board and Management (continued) 6. Board Evaluation
- foster commitment of directors 1. Board Procedures
- foster commitment of directors (continued) 1. Board Procedures (continued)
- foster commitment of directors (continued) 3 Directors’ Training and Education
- foster commitment of directors (continued)
- appointment and re-election to the Board 1. Appointment to the Board
- directors’ remuneration
- Board committees
- Board committees (continued)
- Board committees (continued) 4. Risk Management Committee
- code of ethics and conduct
- sustainability
- Uphold integrity in financial reporting by company 1. Financial Reporting
- Uphold integrity in financial reporting by company (continued) 2. Internal Control
- ensure timely and High Quality disclosure and strengthen relationship Between company and shareholders
- ensure timely and High Quality disclosure and strengthen relationship Between company and shareholders. (continued)
The board of directors has always ensured that the positions of president and CEO of the group are not occupied by the same person. The company's board of directors provides general guidelines for determining the training needs of each director. The remuneration committee and the board of directors strive to implement a formal and transparent process for rewarding the company's executive directors.
MarKetPLace
The Group has long recognized and acknowledged the importance of a corporate culture that emphasizes good corporate social responsibility (“CSR”) and corporate citizenship. In addition to driving sustainable earnings growth and uninterrupted returns to shareholders, the Group continues to place reasonable emphasis on CSR activities to sustain the improvement of its employees' welfare, industry sustainability and the welfare of the society around us throughout the year. As the Group continues to pursue and deliver on the promise of uninterrupted returns to its shareholders by expanding its operations, it will strive to further expand and deepen its sustainability and CSR efforts.
WorKPLace
In this perspective, being a conscious corporate citizen, the Group continued to focus on the four (“4”) key areas in pursuing our CSR goal: in the market, in the workplace, in the community and in the environment around us. On best practices in occupational safety, the Group has endeavored to comply with all Department of Occupational Safety and Health Malaysia ("DOSH") standards for health and safety perspectives. These programs aim to alert employees to the importance of safety and hygiene conditions in the workplace.
All our employees on the production floors are required to attend training, safety meetings, inspections and prevention programs. All our employees are reasonably covered for any anticipated accidents through the various levels of insurance, including cover for medical expenses, extended hospitalization benefits and critical illness in addition to the usual personal accident insurance.
As required by law and the securities listing requirements of Bursa Malaysia Berhad, the financial statements have been prepared in accordance with the accounting standards adopted in Malaysia and the provisions of the Act. The Directors have overall responsibility for keeping proper accounting records which disclose with reasonable accuracy at all times the financial position of the Company and for ensuring that these financial statements comply with the Act. This Declaration of Responsibility by the Directors was made in accordance with the decision of the Board of Directors dated May 21, 2015.
Board resPoNsiBiLitY
The Board of Directors, through the AC, assessed the effectiveness of the Group's risk management and internal control system. There were no significant risk management and internal control aspects that would have resulted in material losses or contingencies that would need to be disclosed in the Group's annual report. Taking into account the information and guarantees provided, the Board of Directors is satisfied with the adequacy, integrity and effectiveness of the Group's risk management and internal control system.
Board’s coMMitMeNt
- terMs of refereNce of tHe aUdit coMMittee composition
- authority
- responsibility
- functions
- Meeting and Minutes
- coMPositioN aNd atteNdaNce at MeetiNGs
- actiVities
- cost of iNterNaL aUdit
- rePort to tHe eXcHaNGe
Review assistance to external auditors provided by employees of the company and its subsidiaries; vii). The total expenses incurred for the internal audit function of the company and the group for the financial year 2014 amounted to RM257,763.00. The directors are pleased to submit their report and audited accounts of the group and company for the financial year ended 31 December 2014.
PriNciPaL actiVities
December 2014
- Basis of PreParatioN (a) statement of compliance
- Basis of PreParatioN (continued) (a) statement of compliance (continued)
- Basis of PreParatioN (continued) (b) Basis of measurement
- iNVestMeNts iN sUBsidiaries
- iNVestMeNts iN sUBsidiaries (continued)
- otHer iNVestMeNts
- deferred taX assets aNd LiaBiLities (continued) Unrecognised deferred tax assets
- GoodWiLL
- GoodWiLL (continued)
- impairment testing for cash-generating units containing goodwill
- iNVeNtories
- trade aNd otHer receiVaBLes
- casH aNd casH eQUiVaLeNts
- caPitaL aNd reserVes 1 Share capital
- trade aNd otHer PaYaBLes
- reVeNUe
- fiNaNce costs
- taX eXPeNse
- Profit for tHe Year
- earNiNGs Per ordiNarY sHare Basic earnings per share
- earNiNGs Per ordiNarY sHare (continued) Weighted average number of ordinary shares (continued)
- diVideNds
- oPeratiNG seGMeNts
- oPeratiNG seGMeNts (continued)
- Categories of financial instruments
- Categories of financial instruments (continued)
- Net gains and losses arising from financial instruments
- Market risk
- caPitaL MaNaGeMeNt
- caPitaL MaNaGeMeNt (continued)
- caPitaL aNd otHer coMMitMeNts
- reLated Parties
- reLated Parties (continued)
The company's financial statements as of and for the financial year ended December 31, 2014 do not include other entities. A financial asset or financial liability is recognized in the statement of financial position when, and only when, the Group or the Company becomes a party to the contractual provisions of the instrument. The costs of ongoing maintenance of tangible fixed assets are recognized in the profit and loss when incurred.
Payments from business leases are recognized in profit or loss using the straight-line method over the duration of the lease. The book value of the asset is reduced using an impairment account. The Group measures the liability for the distribution of assets as a dividend to the owners of the company at the fair value of the assets to be distributed.
The translation reserve includes all foreign currency differences arising from the translation of the financial statements of foreign operations. At the end of the reporting period, the maximum exposure to credit risk is represented by their accounting values in the statements of financial position. At the end of the reporting period, there was no indication that loans and advances to subsidiaries are not recoverable.
This analysis is based on foreign currency exchange rate variances, which the Group considered reasonably possible at the end of the reporting period. The profile of the interest rates of the significant financial instruments of interest to the Group and the Company, based on the accounting values at the end of the reporting period, were: Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.
And that such approval granted by the shareholder mandate shall remain in force until (a) the conclusion of the next Annual General Meeting (“AGM”) of the Company thereafter. AND FURTHER THAT the directors of the company/or any of them are hereby authorized and are/are (as the case may be) to complete and execute all such acts and matters (including executing such documents under the common seal in accordance with the provisions of the articles of association of the Company, as may be required) as they deem appropriate or necessary to give effect to the Proposed Renewal of the Mandate of New Shareholders.”. This would eliminate any delay arising from and costs associated with convening a general meeting to obtain shareholder approval for such an issue of shares.
This authority, unless revoked or varied at a general meeting, will terminate at the conclusion of the next AGM of the Company. If there should be a decision to issue new shares after receiving the general mandate, the Company will make an announcement regarding the purpose and/or use of the proceeds derived from such issue of shares. This is a renewal of the general mandate for the issuance of new ordinary shares in the Company which was approved at the last meeting of the general meeting.
Further details of the Proposal can be obtained from the Circular to shareholders of the Company dated 27 May 2015. The proposed Ordinary Resolutions 12 and 13 are intended to obtain shareholder approval to retain directors serving as Independent Non-Executive Directors of the Company. for a cumulative term of more than nine (9) years. The Board of Directors and the Nomination Committee have assessed the independence of the following directors and recommend that they continue to act as independent non-executive directors of the Company based on the following justifications: -.
By filing an instrument appointing a proxy(s) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i ) to the collection, use and disclosure of the member's personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM ( including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and so that the Company (or its agents) complies with any applicable laws, listing rules, regulations and /or guidelines (collectively the.
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ADDRESS) or his/her failure CHAIRMAN OF THE MEETING as my/our first proxy, to vote for me/us and on my/our behalf, at the Thirty-Fifth Annual General Meeting of the Company, to be held at Function Hall 8. , Mezzanine Floor, Setia City Convention Center, 1, Jalan Setia Dagang AG U13/AG, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan on Thursday, 18 June 2015 at 10.30. represented by my/our representatives are as follows:-. First Representative A % In case of voting by show of hands, first representative A*/second representative B* will vote on my/our behalf.
Ordinary Resolution 3 To re-elect Lim Leng Bung who is retiring in terms of Article 113 of the Company's Articles of Association. Ordinary Resolution 4 To re-elect Lee Choo Hock who retires in terms of Article 108 of the Company's Articles of Association. Ordinary Resolution 5 To re-elect Dato' Lim Kuang Sia who is retiring in terms of Article 108 of the Company's Articles of Association.
Ordinary Resolution 6. To reappoint Messrs. KPMG as accountants of the Company and to authorize the Directors to determine their remuneration. Ordinary resolution 12 Retaining Dato' Haji Mokhtar Bin Haji Samad as independent non-executive director. Only members whose names appear in the Register of Depositors as of June 11, 2015 are entitled to attend the meeting and vote, or to appoint a proxy to attend the meeting and vote in their place. vii).
To be valid, the original instrument appointing a representative must be deposited at the registered office of the company at Wisma Kossan, Lot 782, Jalan Sungai Putus, Off Batu 3 ¾, Jalan Kapar, 42100 Klang, Selangor Darul Ehsan not less than 48 hours before the meeting time and any postponement thereof.
