To distribute all or part of the treasury shares as dividends to the shareholders of the Company;. There is no person elected as Director of the Company at the 22nd Annual General Meeting.
CORPORATE INFORMATION
BOARD OF DIRECTORS
5 YEARS KEY STATISTICS
5 YEARS KEY STATISTICS (CONT’D)
DEPUTY CHAIRMAN’S STATEMENT
Dear
DEPUTY CHAIRMAN’S STATEMENT (CONT’D)
PROFILE OF DIRECTORS
PUAN SRI DATIN
PROFILE OF DIRECTORS (CONT’D)
LOW KUECK SHIN LOW KWEK LEE
LOW KUEK KONG CHAN CHONG WEY
Dato' Ali is not related to any director or material shareholder of Harn Len and has no conflict of interest in any business deal involving the Company. He is not related to any director or material shareholder of Harn Len and has no conflict of interest in any business deal involving the Company.
MOHAMED AKWAL SULTAN
LOW KOK YAOW
KEY MANAGEMENT OFFICERS
LOW YEW YERN MDM LAI NYUK FAH
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT (CONT’D)
This segment mainly derives its income from rental income from commercial and industrial properties owned by the Group, including the Group's main building at Johor Tower. The Board ("Board") and Management monitor and implement the Group's business strategies together with the consideration of key business risks affecting the Group in the short and long term. A systematic approach is adopted to identify, assess, manage and monitor these risks in accordance with an established management structure in which the Board is ultimately responsible for the adequacy and effectiveness of the Group's internal control and risk management system.
The Board of Directors does not recommend the payment of any dividends for the financial year ended 31 December 2021, given the Group's priorities to preserve working capital and capital expenditure. The Group continues to adopt a cautious approach in addressing these uncertainties in the global and domestic market environment, while relentlessly pursuing operational excellence in our business.
CORPORATE GOVERNANCE OVERVIEW STATEMENT
CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)
The GMD acts as an intermediary between the administration and the administration in the efficient management of the company in accordance with the adopted strategic plan. In performing its duties, the board of directors has full and unrestricted access to information related to the company, and the directors are entitled to independent professional advice at the company's expense. When considering the company's long-term value creation and strategy, the board of directors takes into account economic, environmental and social issues that support the sustainability and continuity of the company's operations.
In this regard, the Board reviewed and approved a process to enable the effective governance of the Group's sustainability management process. The Sustainability Committee also recommends relevant sustainability policies, initiatives and priorities of the Group for consideration by the Board.
CORPORATE GOVERNANCE OVERVIEW STATEMENT (CONT’D)
- Nominating
- Remuneration
- REMUNERATION OF DIRECTORS RECEIVED OR RECEIVABLE FROM THE COMPANY Name of Director Salaries
- REMUNERATION OF DIRECTORS RECEIVED OR RECEIVABLE FROM THE GROUP Name of Director Salaries
- Audit Committee (“AC”)
- Risk Management and Internal Control Framework
- Directors’ Responsibility for Preparing the Annual Audited Financial Statements
- Communication With Stakeholders
- Communication With Stakeholders (Cont’d)
- Conduct of General Meetings
The profile of each individual director is set out on pages 15 to 20 of the company's annual report 2021. Considering the satisfactory performance of the said directors, the board agreed with NC's recommendation. At the end of the financial year under review, the board has two (2) INEDs, each of whom has served for more than nine (9) years as independent board members.
They have shown their commitment to the Company by attending all the meetings of the Board and Board Committees of which they are members. The Council advocates fair and equal participation and opportunities for all individuals of the right caliber.
SUSTAINABILITY REPORT
SUSTAINABILITY REPORT (CONT’D)
- Anti-Bribery and Corruption (“ABC”) Policy
- Whistleblowing Policy
- Code of Ethics and Conduct
- Zero Burning Technique
- Riparian Buffer Zone
- Domestic waste from offices and labour quarters
- Empty fruit bunches from palm oil mill
- Palm Oil Mill Effluents (POME)
- Palm Oil Mill Effluents (POME) (cont’d)
- Scheduled Waste from workshops
We work with supply chain partners to ensure they operate in accordance with Harn Len's expectations. Harn Len aims to play a leading role in establishing a sustainable future by raising the sustainability standards of the palm oil industry. These efforts have paid off as 89% of Harn Len's production was certified as sustainable palm oil in FY2021.
In FY2021, our total electricity consumption for Harn Len Pelita Bengunan and Masranti Palm Oil Mill was 99,218 kWh, an increase of 8.2% from FY2020. Biomass waste in the form of empty fruit bunches (EFB) is generated from the palm oil mill. Our palm oil mill generates POME from processing fresh fruit bunches to produce crude palm oil.
Harn Len produces two types of scheduled waste from our palm oil mill: SW305 (used lubricating oil) and SW410 (contaminated rags, plastics, paper or filters).
OHS Committee Structure
In order to mitigate the health and safety risks inherent in plantations, we have implemented strict measures that comply with MSPO certification requirements. The committee ensures that our health and safety (OHS) policy guidelines are properly implemented to avoid workplace accidents. This creates a balanced approach in discussions aimed at addressing any health and safety issues.
Regular workplace inspections have been organized to evaluate safety standards in the estates and palm oil mill. Amid the pandemic restrictions, we conducted our annual training programs to keep our staff up to date with the latest health and safety practices.
New COVID-19 SOPs
Composition
Harn Len Corporation Bhd (“Harn Len” or the “Company”) has established an audit committee (“AC”) in accordance with Paragraph 15.09(1) of the main market listing requirements (“listing requirements”) of Bursa Malaysia Securities Berhad (“Bursa” ). The Board of Directors ("Board") appoints members of the AC from among its members who meet the following requirements:. a) the AC will consist of not less than three (3) members;.
Meetings
AUDIT COMMITTEE REPORT
Meetings (Cont’d)
Meeting minutes of the AC are drawn up and sent to the AC for confirmation and to the Board for recording. Executive Directors and Senior Management attend AC meetings by invitation only to provide information to the AC on relevant matters. The dates for the AC meetings were communicated to the auditors in advance so that they could prepare the relevant meeting materials.
During the financial year, the AC met twice privately with the External Auditor without the presence of the Executive Directors and Management. These private sessions provided an opportunity for the External Auditor to freely share with the AC any concerns he may have had during the course of his audit.
Terms of Reference
After each AC meeting, the AC chairman informs the board about key topics that have been discussed and their outcome at the board meeting. The external auditor and the internal auditor were also invited to AC meetings to present external and internal audit matters. The sessions also provided the AC with an opportunity to inquire about the cooperation that management has extended, including the provision of information to facilitate the conduct of the external audit, and whether the external auditor encountered difficulties in obtaining such cooperation and information with in order that it is work.
Authority
AUDIT COMMITTEE REPORT (CONT’D)
Summary of Activities Performed During the Financial Year
The CA also discussed with the External Auditor its limited review of the Group's fourth quarter unaudited financial results prior to the announcement. In its assessment, the CA was guided by the Group's External Auditor Policy, which considers the requisite calibre, skills and expertise of the external auditor firm and audit team, including its independence and professionalism, among others others. The CA also reviewed the amount of fees paid to the External Auditor and its subsidiaries, including audit and non-audit fees, to ensure that professional independence was not compromised in relation to statements by professional bodies, e.g.
The non-audit fees paid by the Company and the Group to the External Auditor and its affiliates for the reporting year are disclosed in the Additional Compliance Information section of this Annual Report. Recommending to the Board of Directors the reappointment of the External Auditor for approval by the shareholders at the General Meeting.
Summary of Activities Performed During the Financial Year (Cont’d) d. Related Party Transaction and Other Matters
This statement has considered and included the mandatory content announced in the "Statement on Risk Management and Internal Control - Guidelines for Directors of Listed Issuers", a publication of Bursa Securities which seeks to provide guidance to listed issuers in the preparation of the the declaration. The Board recognizes its overall responsibility for the Group's system of risk management and internal control to protect shareholders' investments and the Group's assets, including reviewing the adequacy and operational effectiveness of this system to meet the Group's corporate objectives. The board should disclose the features of its risk management and internal control framework, and the adequacy and effectiveness of that framework.
In light of the limitations inherent in any system of risk management and internal control, the Group's system of risk management and internal control is designed to manage, rather than eliminate, the risk of failure to meet the Group's corporate objectives. The Group's system for risk management and internal control can therefore only provide reasonable, but not absolute, security against material misinformation, financial loss or fraudulent activity.
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
The key market listing requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa”) require the Board of Directors (“Board”) of listed issuers to make a statement on the status of the listed issuer's risk management and internal controls as a group (hereinafter known as the “Risk Management and Internal Control Statement” or “Statement”), which contains sufficient and meaningful information to enable shareholders and other stakeholders to make an informed assessment of the key characteristics and suitability of the listed company issuing institution. risk management and internal control system as a group. In accordance with the above, the board of Harn Len Corporation Bhd (“Harn Len” or the “Company”) provides this Statement, which sets out the nature and scope of the system of risk management and internal control in the Group (comprising the Company and all its subsidiaries) for the financial year ending December 31, 2021 and until the date of approval of this Statement for inclusion in the Company's Annual Report. The Board of Directors is aware of the need to clearly define roles and responsibilities in exercising its fiduciary and leadership roles, in conjunction with the Principles, Practices and Guidelines of the Malaysian Code of Corporate Governance (as of 28 April 2021 ) (“MCCG”) issued by Securities Commission Malaysia.
Applying Practice 10.1 of the MCCG, the Board formalized an Enterprise Risk Management Framework (“ERM Framework” or “Framework”) in 2007 with assistance from a trusted firm of consultants to provide insights into how pertinent risk management policies and procedures can be developed within the Group. These policies and procedures have since been revised from time to time to meet changing regulatory requirements and the needs of the Group.
CONT’D)
The total costs incurred by the Group for the financial year for the outsourced internal audit function amounted to RM238,000. In assisting the Board in assessing the adequacy and operational effectiveness of the Group's risk management and internal control system, the Audit Committee reviewed the comments of the internal and external auditors, as well as the actions taken by management to address concerns for tackle the company. financial year ending December 31, 2021. The Audit Committee reported to the Board of Directors on the results of its discussions with the Internal and External Auditors regarding the adequacy and operational effectiveness of the Group's system of risk management and internal control.
Assurance by the Group Managing Director and Chief Financial Officer on the adequacy and operational effectiveness of the risk management and internal control system. Board's comments on the adequacy and operational efficiency of the Group's risk management and internal control system.
ADDITIONAL COMPLIANCE INFORMATION
Audit and Non-Audit Fees
Material contracts
Contracts Relating to Loan
Employees’ Share Scheme (ESS)
ADDITIONAL COMPLIANCE INFORMATION (CONT’D)
Employees’ Share Scheme (ESS) (Cont’d)
Recurrent Related Party Transactions (“RRPT”) of Revenue Nature
Utilisation of Proceeds
