Tahps_AR 2015 - TAHPS Group Berhad

Transcription

TAHPS GROUP BERHAD (37-K)
ANNUAL REPORT 2015
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STRENGTH,
STAMINA &
FORESIGHT
VISION
To bring the best value for its stakeholders as a leading player in land-based businesses
and activities.
MISSION
To go beyond benchmarks - to have sustainable shareholders value from its investment
choices and exceed customers expectations through innovation in products and
services; and from hand-to-heart, committing to our core values, we are a responsible
corporate citizen; a preferred employer; and choice partner for business.
CORE VALUES
Integrity in all we do / Passion to realise / Commitment to deliver / Balanced in work
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ANNUAL REPORT 2015
EPIC Suites
Foreston
EPIC Suites
EPIC Suites
Foreston
Foreston
ANNUAL REPORT 2015
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FORESTON
BAGS ASIA PACIFIC
PROPERTY AWARD
2015 started off on a winning note for Bukit Hitam Development when its exclusive flagship
development Foreston was honoured in the Asia Pacific Property Awards for Residential Property
Interior (Show Home) – a testament to the project’s luxurious architectural excellence with its
back-to-nature concept.
Foreston consists of semi-detached houses, link bungalows and bungalows; its distinct buyers are
impressed with their generous backyard gardens, double volume ceiling height and rooftop sky gardens
with sun decks. Each unit’s built-up area, starting from 4,400 square feet, features copious amounts of
natural light. Personal space is aplenty with six bedrooms and six bathrooms, while the master bedroom
boasts a generous 800-square feet of space.
The Asia Pacific Property Awards are open to residential and commercial property companies and
professionals from the region. They celebrate the highest levels of achievement of companies operating
in the property and real estate industry. The winners are the region's finest property companies.
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ANNUAL REPORT 2015
Corporate Social
Responsibility (CSR)
Blood Donation Campaign 2014
@ BP Newtown Shop Office
A blood donation campaign was held at BP Newtown shop office on 22 November 2014.
Organized by Bukit Hitam Development, the campaign was a CSR effort initiated to bring the residents
of Bukit Puchong together for a good cause.
The response to the blood donation was very encouraging. As many as 28 bags of blood were collected during
the event. Bukit Hitam Development will definitely continue to organize more similar events in the future.
Bukit Puchong Community Football 2014
Footie personality graces football clinic for Puchong Youth
The enthusiasm in their young faces said it all. But for over 70 kids from Puchong aged 10 to 15, even more thrilling was the opportunity
to get up close and personal with football pundit and former Australia and Singapore national player Abbas Saad, dubbed "the Asian
Beckham" on 26 October 2014 @ Puchong Football Field (BP4).
Together with the Puchong Rovers' coaches, Abbas Saad imparted practical and useful pointers to improve the kids' game and also
demonstrated some cool tricks much to the delight of the participants. After the educational yet fun clinic sessions, a friendly mini
tournament was held during which the youths took on the challenge to put into practice their newly learnt skills.
ANNUAL REPORT 2015
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Gali Estate
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ANNUAL REPORT 2015
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Notice of the 104th
Annual General Meeting
Corporate
Information
Board of Directors’ and
Group Chief Executive Officer’s Profile
Group
Structure
Five-Year
Financial Highlights
Statement By The Executive
Management Committee
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26
27
30
108
110
Statement on
Corporate Governance
Statement on
Risk Management and Internal Control
Audit Committee
Report
Financial
Statements
Analysis of
Shareholdings
Properties Held by
The Group
Proxy Form
ANNUAL REPORT 2015
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Notice of the 104th
NOTICE IS HEREBY GIVEN that the 104th Annual General Meeting of the Company will be held at
Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on
Thursday, 23 July 2015 at 2.30 p.m. to transact the following business:-
ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 31 March 2015 and
the Reports of the Directors’ and Auditors’ thereon.
2. To approve the payment of a first and final dividend of 32 sen per share single tier tax
exempt for the financial year ended 31 March 2015.
(Resolution 1)
3. To approve the payment of Directors’ Fees amounting to RM485,000 in respect of the
financial year ended 31 March 2015.
(Resolution 2)
4. To re-elect Mr Lim Kee Choon who is retiring pursuant to Article 98 of the Company’s
Articles of Association, who being eligible offers himself for re-election.
(Resolution 3)
5. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to
determine their remuneration.
(Resolution 4)
SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolutions:6. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965
(Resolution 5)
“THAT Tan Sri Datuk Yong Poh Kon who is over the age of seventy years and retiring in
accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed
as a Director of the Company and to hold office until the next Annual General Meeting.”
7. Retention of Independent Director in accordance with Recommendation 3.3 of the
Malaysian Code on Corporate Governance 2012
(Resolution 6)
“THAT Tan Sri Datuk Yong Poh Kon, an Independent Director who has served in the
Company for more than nine years, be hereby retained as an Independent Director.”
8. To transact any other business which due notice shall have been given in accordance with
the Companies Act, 1965.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN THAT the first and final dividend of 32 sen per share single tier tax exempt for the
financial year ended 31 March 2015, if approved, will be paid on 27 August 2015. The entitlement date for the
dividend payment is 6 August 2015.
A Depositor shall qualify for entitlement to the dividend only in respect of:
a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 6 August 2015 in respect
of transfer; and
b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the
Rules of the Bursa Malaysia Securities Berhad.
By Order of the Board
WONG WAI FOONG (MAICSA NO. 7001358)
LIM HOOI MOOI (MAICSA NO. 0799764)
Secretaries
1 July 2015
Kuala Lumpur
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ANNUAL REPORT 2015
Notice of the 104th
Notes:i)
A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or
attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but need not
be a member of the Company. A member may appoint any person to be his proxy and the provisions of
Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
ii) A member of the Company who is an authorised nominee as defined in the Securities Industry (Central
Depositories) Act, 1991 (“SICDA”) may appoint not more than two (2) proxies in respect of each securities
account it holds in ordinary shares of the Company standing to the credit of the said securities account.
iii) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit
to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus
account it holds. An exempt authorised nominee refers to an authorised nominee defined under SICDA
which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
iv) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized
nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each
proxy must be specified in the instrument appointing the proxies.
v) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly
authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an
officer or attorney duly authorised.
vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy of that power or authority shall be deposited at the registered office at
Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less
than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting.
vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the
Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a
Record of Depositors as at 15 July 2015 and only a depositor whose name appears on the Record of
Depositors shall be entitled to attend the meeting or appoint proxies to attend and vote in his stead.
Explanatory Notes :
1.
Agenda No.1
This item is meant for discussion only. The provision of Section 169 of the Companies Act, 1965 requires
that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before
the Company at its Annual General Meeting. As such, this Agenda item is not a business which requires
a resolution to be put to vote by shareholders.
2.
Retirement of Director
Mr Lim Kean Boon who is retiring pursuant to Article 98 of the Company’s Articles of Association has
expressed his intention not to seek re-election as a Director of the Company. Hence, he shall hold office
until the conclusion of this Annual General Meeting.
3.
Agenda No.6
Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965
The proposed Resolution 5 is to seek shareholders’ approval on the re-appointment of Tan Sri Datuk Yong
Poh Kon who is over the age of 70 years as a Director of the Company pursuant to Section 129(6) of the
Companies Act, 1965.
4.
Agenda No.7
Retention of Independent Director pursuant to the Malaysian Code on Corporate Governance 2012
The proposed Resolution 6 is to seek shareholders’ approval on the retention of Director who has served
as Independent Director in the Company for more than nine years.
ANNUAL REPORT 2015
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Corporate Information
BOARD OF DIRECTORS
Executive Directors (Non-Independent)
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms Lim Wan Yee
Non-Executive Directors (Independent)
Tan Sri Datuk Yong Poh Kon
Mr. Yap Koon
Dr Chin Yoong Kheong
Non-Executive Directors (Non-Independent)
Mr. Lim Kai Hee
Mdm Chang Wee Yon
(Alternate Director to Ms Lim Wan Yee)
BOARD COMMITTEES
Audit Committee
Mr. Yap Koon (Chairman)
Executive Management Committee (EXCO)
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms Lim Wan Yee
Nomination Committee
Tan Sri Datuk Yong Poh Kon (Chairman)
Mr. Yap Koon
Remuneration Committee
Dr Chin Yoong Kheong (Chairman)
Mr. Yap Koon
Risk Management Committee
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms Lim Wan Yee
Group Chief Executive Officer
Mr. Tan Seng Chye
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ANNUAL REPORT 2015
REGISTERED OFFICE
Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel : 603-2264 8888
Fax : 603-2282 2733
SHARE REGISTRAR
Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel : 603-2264 3883
Fax : 603-2282 1886
STOCK EXCHANGE LISTING
Bursa Malaysia Securities Berhad
- Main Market
Stock code: 2305
Website: www.tahps.com.my
AUDITORS
Khoo Wong & Chan
Chartered Accountants
8.06-8.08, 8th Floor
Plaza First Nationwide
161, Jalan Tun H.S. Lee
50000 Kuala Lumpur
Malaysia
Tel : 603-2078 3893
COMPANY SECRETARIES
Lim Hooi Mooi (MAICSA No : 0799764)
Wong Wai Foong (MAICSA No : 7001358)
PRINCIPAL BANKERS
Alliance Bank Malaysia Berhad
CIMB Bank Berhad
United Overseas Bank (Malaysia) Berhad
Foreston
ANNUAL REPORT 2015
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MR. LIM KE HUN (*)
Age 64. Malaysian. Non-Independent Non-Executive Director since 3 May 1994. Re-designated as Executive
Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam
Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP
Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He graduated
from The Chartered Institute of Marketing of London, United Kingdom. He is also a Director in several private
companies.
MR. LIM KEE CHOON (A2)
Age 59. Malaysian. Non-Independent Non-Executive Director since 10 August 1994. Re-designated as Executive
Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He is a trustee
of both Alzheimer’s Disease Foundation Malaysia and Yayasan Lim Yee Hoh. He graduated with degrees in Law and
Commerce from the University of Melbourne, Australia in 1978. He is also a Director in several private companies.
MR. LIM KEAN BOON (*)
Age 57. Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28 September
2000. Re-designated as Executive Director on 1 May 2003. Member of the EXCO and Risk Management
Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam
Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng
Plantations Sdn Bhd. He is also a Director in several private companies.
MS LIM WAN YEE (#)(A1)
Age 49. Malaysian. Non-Independent Non-Executive Director since 18 May 1994. Re-designated as Executive
Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. She graduated
with a Master’s degree from the London School of Economics, University of London. She was appointed as Director
of Bee Guan Sdn Bhd since November 2003 and is also a Director in several private companies.
TAN SRI DATUK YONG POH KON
Age 70. Malaysian. Independent Non-Executive Director. Appointed as member of the Board on 24 March 2004.
Chairman of the Nomination Committee and member of the Audit Committee and Remuneration Committee.
Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in 1968. He is the
Managing Director of Royal Selangor International Sdn Bhd and is a Director of Nestle (Malaysia) Berhad, RAM
Holdings Berhad and Selangor Pewter (Holdings) Berhad. Tan Sri Datuk Yong is also the Immediate Past President
of Federation of Malaysian Manufacturers (FMM). He has served in the past as a Board Member of Bank Negara
Malaysia, Malaysian Communications and Multimedia Commission and is currently a Board Member of EPF. He is
also a member of the Economic Council. Not related to any Director and/or major shareholder of the Company and
does not have any interest in the securities of the Company or its subsidiaries.
MR. YAP KOON
Age 63. Malaysian. Independent Non-Executive Director since 16 October 2009 and appointed as Chairman of the
Audit Committee on 26 November 2009. Member of the Nomination Committee and Remuneration Committee. He
is a Certified Public Accountant and is a Member of The Malaysian Institute of Accountants since 1988. He started
his working career in 1975 and since then has worked for two Malaysian conglomerates, firstly involved in the
automobile assembly and distribution industry, and secondly, involved in the diversified activities of the
conglomerate. He was employed as Financial Control Manager in the first job and as Chief Accountant in the second
job where he was later promoted as General Manager – Finance. In the second job he was re-designated to be
General Manager – Operations in the employer’s China operations. Currently, he works as a freelance Financial
Consultant. He is not related to any Director and/or major shareholder of the Company and does not have any
interest in the securities of the Company or its subsidiaries.
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ANNUAL REPORT 2015
MR. LIM KAI HEE (*)
Age 66. Malaysian. Non-Independent Non-Executive Director. He has been a member of the Group since 3 May
1994. Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction Sdn Bhd. He has
extensive experience in the areas of property investment, strategic planning, business development and operational
management. He is also a Director of several private companies. Graduate from The Chartered Institute of
Marketing, London and The Institute of Administrative Management, London, United Kingdom. He is also a Director
in several private companies.
DR. CHIN YOONG KHEONG
Age 57. Malaysian. BA (Hons) Economics, Fellow of the Institute of Chartered Accountants in England and Wales,
DBA, CPA and CFC. Appointed as Independent Non-Executive Director on 1 January 2014. Chairman of the
Remuneration Committee, member of the Audit Committee and Nomination Committee. Dr Chin retired as a partner
of a Big 4 accounting firm on 31 December 2013, after having served the firm for more than 34 years in the UK,
Vietnam and Malaysia. He is also the Independent Non-Executive Director of Otto Marine Ltd, a shipping company
listed in the Singapore Stock Exchange, RHB Bank Bhd and RHB Asset Management Sdn Bhd. He is not related to
any Director(s) and/or major shareholder(s) of the Company and does not have any interest in the securities of the
Company or its subsidiaries.
MADAM CHANG WEE YON (A1)
[ALTERNATE DIRECTOR TO MS LIM WAN YEE]
Age 71, Malaysian. Alternate Director to Ms Lim Wan Yee since 25 July 1994.
GROUP CHIEF EXECUTIVE OFFICER
MR. TAN SENG CHYE
Age 53. Malaysian. Mr. Tan Seng Chye was appointed as Group Chief Executive Officer (“CEO”) of TAHPS Group
Berhad on 23 February 2015. He started his career in Messrs. Price Waterhouse (currently known as Messrs.
PricewaterhouseCoopers) in 1982. He was admitted as a member of the Malaysian Institute of Certified Public
Accountants and the Malaysian Institute of Accountants in 1987. Mr. Tan has held senior management positions in
various public-listed companies both locally and overseas throughout his 33 years of working experience. He is not
related to any Director(s) and/or major shareholder(s) of the Company and does not have any interest in the
securities of the Company and/or its subsidiaries.
ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS
Conflict of interest
All the Directors have no conflict of interest with the Company.
Convictions (within the past 10 years, other than traffic offences)
None of the Directors has any convictions.
Interest in securities of the Company and its subsidiaries
Directors’ interests in the securities of the Company and its subsidiaries are disclosed in the Directors’ Report and
in the Analysis of Shareholdings.
Note:
*
Brothers – Family relationship
A1
Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant
#
A2
Daughter of Madam Chang Wee Yon (Substantial shareholder – indirect interest)
to Section 6A (4) of the Companies Act 1965
Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company)
pursuant to Section 6A (4) of the Companies Act 1965
ANNUAL REPORT 2015
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Group Structure
as at 31 March 2015
TAHPS Group Berhad (37-K)
Investment Holding
Plantation
Share Capital
: RM 74,853,075
Bukit Hitam Development Sdn. Bhd. (203394-W)
100%
Property Development
!
Share Capital
: RM 40,000,002
100%
BBP Management Services Sdn. Bhd. (735463-P)
Property Management Services
Share Capital
: RM 2
The Ayer Hitam Development Sdn. Bhd. (83880-A)
100%
Share Capital
: RM 10,000,000
100%
Cendana Maju Construction Sdn. Bhd. (507624-A)
Dormant
Share Capital
100%
: RM 1,000,000
Ayer Hitam Resorts Sdn. Bhd. (752188-K)
Dormant
Share Capital
: RM 2
Yee Seng Plantations Sdn. Bhd. (6587-P)
Plantation
100%
Share Capital
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ANNUAL REPORT 2015
: RM 1,500,003
Five Year Financial Highlights
Year ended 31 March
2011
2012
as adjusted
2013
as adjusted
2014
2015
Revenue
RM’000
22,717
24,107
51,751
98,445
102,280
Profit After Taxation
RM’000
11,079
10,422
14,944
47,103
43,934
Profit Before Taxation
RM’000
Paid-up Capital
Shareholders’ Funds
RM’000
Earnings Per Share - basic
Net Assets Per Share
Net Dividends Per Share
Share Price at 31 March
Dividend Yield - Net
17,542
74,853
13,716
74,853
16,009
74,853
61,843
58,446
74,853
74,853
RM’000
424,646
427,867
435,034
469,106
486,995
RM
5.67
5.72
5.81
6.27
6.51
sen
14.80
sen
10
RM
4.41
%
2.27
13.92
19.63
10
62.93
20
4.80
35
5.04
2.08
58.69
32
7.00
3.97
7.00
5.00
4.57
Note: Figures for 2013 and 2014 have been adjusted to reflect the change in accounting policy on the capitalisation of replanting expenditure
Revenue (RM’000)
120,000
70,000
98,445 102,280
100,000
80,000
22,717
2011
30,000
24,107
2012
20,000
2013
2014
2015
10,000
17,542
2011
Shareholders’ Funds (RM’000)
500,000
13,716
2012
16,009
2013
2014
2015
Net Assets Per Share (RM)
486,995
480,000
469,106
6.70
6.51
6.50
6.27
6.30
460,000
6.10
5.90
440,000
420,000
58,446
40,000
51,751
40,000
0
61,843
60,000
50,000
60,000
20,000
Profit Before Taxation (RM’000)
424,646
2011
427,867
2012
435,034
2013
5.70
2014
2015
5.50
5.67
2011
5.72
2012
5.81
2013
2014
2015
ANNUAL REPORT 2015
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Statement by the Executive
On behalf of the Board of Directors, we are pleased to present the Annual Report of TAHPS Group Berhad
and its subsidiaries (Group) for the financial year ended 31 March 2015.
Financial Results
The Group performed commendably during the financial year ended 31 March 2015. The property
segment registered satisfactory results whilst the plantation segment declined as a result of lower CPO
prices and lower production.
Group Performance
2015
Revenue (RM’million)
Profit before tax (RM’million)
Earnings per share (sen)
Net Assets per share (RM)
102.3
58.4
58.7
6.51
2014
Change
98.4
61.8
62.9
6.27
+4%
- 6%
- 7%
+4%
as adjusted
• Revenue increased by RM3.9 million or 4% mainly due to the progress of construction works on new
launches and completion of the BP:Newtown shop offices.
• Profit before tax decreased marginally by RM3.4 million owing to lower contribution from the current
sales mix of property projects and the plantation segment.
• The balance sheet continues to improve with shareholders’ funds increasing from RM469.1 million to
RM487.0 million.
Review of Operations
Revenue from the property development segment totalled RM93.4 million, an increase of RM6.3 million
against the previous financial year. Phase 2 of BP:Newtown shop offices was completed in 2015 whilst
two new projects, the Foreston consisting of semi detached, link bungalows and bungalows; and the
EPIC Suites service apartments, were launched in 2014.
Plantation
Revenue decreased to RM8.7 million from RM11.1 million in the previous year on lower CPO prices. In
addition, the plantation segment recorded lower production as the trees in the replanted areas have yet
to mature.
Dividends
The Board of Directors recommends the payment of a first and final dividend of 32 sen per share
single tier tax exempt (2014: 35 sen per share single tier tax exempt) for the financial year ended 31
March 2015 amounting to RM24.0 million (2014: RM26.2 million).
Corporate Social Responsibility
The Group continues its corporate social responsibility initiatives by focusing on community based
projects with the theme in healthy living. A football clinic was organized in October 2014 and a blood
donation campaign in November 2014.
Outlook
With the completion of BP: Newtown (Phase 2), the property development division is dependent on the
continued sales of the Foreston bungalows and Semi-Detached houses as well as the EPIC Suites
service apartments.
The plantation division completed the replanting of 160 hectares in 2013 followed by another 320
hectares in 2014 and is replanting 300 hectares in 2015. Consequently, the FFB production will decrease
in line with the lower planted hectarage and the plantation segment is expected to register lower results.
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ANNUAL REPORT 2015
Statement by the Executive
Acknowledgements
We wish to thank Mr. Lim Kean Boon, who
has expressed his intention not to seek for
re-election as a Director of the Company
and accordingly retire at the forthcoming
Annual General Meeting, for his invaluable
contributions to the Company.
We welcome Mr Tan Seng Chye as the
Group Chief Executive Officer in February
2015.
On behalf of the Board, we would like to
thank our valued customers, business
associates, the government authorities, our
shareholders and our staff for their
continuing support and contributions.
Executive Management Committee
26 May 2015
EPIC Suites
ANNUAL REPORT 2015
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Statement on Corporate Governance
The Board is committed to maintain high standards of stewardship throughout the Group to protect and to
enhance shareholders' value. It endeavours to adopt good ethical business practices and to continuously
improve on its management systems and practices. The Board is pleased to report that it has exercised good
corporate governance in directing and managing the business and affairs of the Group throughout the financial
year, consistent with the principles and recommendations outlined in the Malaysian Code on Corporate
Governance 2012 (“the Code”).
The following describes how the Company has applied the principles and complied with the recommendations
as set out in the Code.
1. The Board
The Board is responsible, amongst others, for charting and communicating strategic direction and corporate
values of the Group, and supervising its affairs to ensure its success within a framework of acceptable risks
and effective control and in compliance with the relevant laws, regulations and guidelines. It reviews
management performance and ensures that the necessary financial and human resources are available to
meet the Group’s objectives.
The Board adopts an active approach in discharging its responsibilities with the day-to-day responsibilities
entrusted to the Management headed by the Executive Management Committee comprising the Executive
Directors appointed by the Board. Other formal Board Committees established by the Board in accordance
with the Code, i.e., the Audit Committee, the Nomination Committee, the Remuneration Committee and the
Risk Management Committee, have also assisted the Board in the discharge of its duties.
The Board approved a Board Charter in August 2013 that is aimed at ensuring that all Directors 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 their
dealings in respect of, and on behalf of, the Company. The Board Charter comprises, among others,
well-defined terms of reference as well as the authority limits for the Board and its Committees, and the
various relevant internal processes. The Board Charter will be updated from time to time to reflect changes
to the Board’s policies, procedures and processes as well as amended relevant rules and regulations to
ensure they remain consistent with the Board’s objectives, current legislations and best practice.
The Group has in place internal guidelines, standard operating procedures and a whistleblowing policy in
support of the corporate governance framework.
The Board assumes the following specific duties:
i) Adopting a strategic plan and reviewing the strategic direction of the Company;
ii) Overseeing and evaluating the conduct of the Company’s businesses;
iii) Identifying principal risks and ensure that the risks are properly managed;
iv) Establishing a succession plan, including appointing, training, fixing the compensation of and where
appropriate, replacing senior management; and
v) Reviewing the adequacy and the integrity of the company’s internal control systems and management
information systems, including systems for compliance with applicable laws, regulations, rules, directives
and guidelines.
Apart from matters which are expressly required by law to be approved by the Board, the powers specifically
reserved for the Board for approvals are as follows:
• Charters for Board Committees
• Conflict of interest issues relating to a substantial shareholder or a Director
• Material acquisitions and disposals of assets not in the ordinary course of business
• Investments in Capital projects
• Authorization levels
• Treasury policy
• Risk management policy
• Dividend policy
• Strategic plan and annual operating and capital expenditure budgets
• Financial statements and any significant changes to accounting policies
• Interim dividends, distribution payments and recommendation of final dividends
• Material contracts of the company of a nature decided by the Board from time to time
• Changes in share issuance schemes and the allocation of executive share options
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ANNUAL REPORT 2015
• Consideration of recommendations from the Audit Committee for the appointment and removal of auditors
• Key appointments:
i) Terms and conditions of service of Directors of the Group and/or the Group Chief Executive Officer
ii) Appointments and removal of Directors of the Group and/or Group Chief Executive Officer
iii) Appointments to and/or removal from Board Committees
iv) Appointment of Company Secretary
• Recommendation to shareholders on appointment of auditors
An abridged version of the Board Charter is available on the Company’s website at www.tahps.com.my
a) Board balance
The Board comprises eight Directors; four Executive Directors and four Non-Executive Directors. Three of
the four Non-Executive Directors are independent. The number of independent directors complies with the
Bursa Malaysia Listing Requirements which requires at least one third of the Board to be independent
directors. The Directors have wide ranging experience and all have occupied or are currently occupying
senior positions in the public or private sectors. The independent Non-Executive Directors provide a strong
independent element to the Board and also participate as members in the Audit Committee, Nomination
Committee and Remuneration Committee.
b) Reinforcing independence
The Code recommends that the tenure of an independent Director should not exceed a cumulative term
of nine years. The Company does not have tenure limits for independent Directors and the Board is of the
opinion that the ability of an independent Director to exercise independent and objective judgment in
Board deliberations is not a function of his length of service as an independent Director. Tan Sri Datuk
Yong Poh Kon has served on the Board as an independent Director exceeding a cumulative term of nine
years. The Nomination Committee has assessed the independence of Tan Sri Datuk Yong Poh Kon and
recommends to the Board that he be retained as an independent Director as he understands the
businesses of the Group well, capable of ensuring an effective check and balance in Board proceedings
and continues to exercise independent and objective judgment in Board deliberations and Board
committees meetings. In accordance with the Code, a resolution will be tabled in the forthcoming AGM to
retain Tan Sri Datuk Yong Poh Kon as an independent Director.
Although the Company does not have a Chairman of the Board, the meetings of the Board are normally
chaired by an independent Non-Executive Director. As part of the Company’s succession plan, a Group
Chief Executive Officer (CEO) was appointed in February 2015. The CEO is to ensure that corporate
objectives, performance targets and long term strategic plans are achieved.
c) Meetings
Four board meetings were held during the financial year and the attendance of the Directors are as follows:
Name
Executive Directors
1. Lim Ke Hun
2. Lim Kee Choon
3. Lim Kean Boon
4. Lim Wan Yee
No. of meetings attended
4/4
4/4
4/4
3/4
Independent Non-Executive Directors
5. Tan Sri Datuk Yong Poh Kon
6. Dr Chin Yoong Kheong
7. Yap Koon
4/4
4/4
4/4
Non-Independent Non-Executive Director
8. Lim Kai Hee
4/4
ANNUAL REPORT 2015
19
d) Supply of Information
Notice of meetings, setting out the agendas and accompanied by the relevant Board papers are given to
the Directors in sufficient time to enable the Directors to peruse, obtain additional information and/or to
seek further clarification on the matters to be deliberated. The Board papers include, among others,
information on the Group’s financial and operational performance, corporate proposals, annual budgets,
minutes of Board Committees, summaries of EXCO meetings shareholding statistics and other related
matters that requires the Board’s deliberation and due approval. Senior management officers are invited
to attend Board meetings to report on matters relating to their areas of responsibility, and to brief and
provide details on recommendations and/or reports to be submitted to the Board. In the event of potential
conflict of interest, the Director in such position will make a declaration in the meeting and abstain from
deliberation and the decision of the Board on the subject matter. A record of the Board’s deliberations of
the issues discussed and conclusions reached in discharging its duties and responsibilities are captured
in the minutes of each meeting. Minutes of each Board meeting are circulated to each Director prior to
confirmation of the minutes in the next meeting.
The Directors are notified of any corporate announcements released to Bursa Malaysia and the
impending restriction in dealing with the securities of TAHPS prior to the announcement of financial
results or corporate proposals. Directors are also expected to observe insider trading laws at all times
when dealing with securities within the permitted trading period.
Any Director who wishes to seek independent professional advice in the furtherance of his duties may do
so at the Company’s expense. Directors have access to all information and records of the Company and
also the advice and services of the Company Secretary.
e) Company Secretary
The Company Secretary is responsible for providing support and guidance to the Board on policies and
procedures, rules and regulations and relevant laws in regard to the Company as well as the best
practices on governance. The Company Secretary organises and attends all Board meetings and Board
Committees meetings, ensuring that an accurate and proper record of deliberation of issues discussed,
decisions and conclusions are taken. The Company Secretary records, prepares and circulates the
minutes of the meetings of the Board and Board Committees and ensures that the minutes are properly
kept at the registered office of the Company and produced for inspection, if required. In addition, the
Company Secretary also updates the Board regularly on amendments to the Listing Requirements,
practice and guidance notes, circulars from Bursa Malaysia, legal and regulatory developments and
impact, if any, to the Company and its business.
f) Appointments and Re-election
The Nomination Committee, comprising Independent Non-Executive Directors, is responsible for
identifying and recommending to the Board suitable nominees for appointment to the Board and Board
Committees. In discharging its duties, the Committee has the liberty to obtain opinions or services from
external sources. The Committee is also entrusted with the responsibility for assessing the effectiveness
of the members of the Board.
The Articles of Association of the Company provide that at least one-third of the Directors are subject to
retirement by rotation at each Annual General Meeting and that all Directors shall retire once in every
three years. A retiring Director is eligible for re-election. The Articles of Association also provide that a
Director who is appointed by the Board in the course of the year shall be subject to election at the next
Annual General Meeting to be held following his appointment.
Directors over seventy years of age are required to submit themselves for re-appointment annually in
accordance with Section 129(6) of the Companies Act, 1965.
20
ANNUAL REPORT 2015
g) Directors’ Training and Continuing Education
The Board, through the Nomination Committee, will evaluate and determine the specific and continuous
training needs for the Directors on a regular basis. Continuous education is important in keeping Directors
updated on regulatory and corporate governance developments, besides enhancing professionalism and
knowledge of Directors in enabling them to discharge their duties more effectively. All Directors have
fulfilled the requirements of the Directors’ training programme. The training courses attended by the
Directors during the financial year were in relation to the newly introduced Goods and Services Tax, Bursa
update briefing sessions on corporate governance and seminars on the Companies Act.
2. Board Committees
The Board has entrusted specific responsibilities to certain Board Committees, each operates within their
defined terms of reference as set out in the Board Charter.
The composition of Board Committees, their attendance at the Committees’ meetings and terms of
reference are as follows:
a) Remuneration Committee
The Remuneration Committee during the financial year comprised the following:
- Independent Non-Executive Director, Chairman
Tan Sri Datuk Yong Poh Kon - Independent Non-Executive Director
Yap Koon
- Independent Non-Executive Director
The Remuneration Committee convened two meetings during the financial year and the attendance of
each member is as follows:
Member
Dr Chin Yoong Kheong (Chairman)
2/2
2/2
Yap Koon
2/2
The Remuneration Committee recommends to the Board the policy framework on terms of employment
and on all elements of the remuneration of the Executive Directors; reviews and approves the annual
salary increment and bonus of Executive Directors and key senior management; and reviews and
recommends to the Board the remuneration framework for Non-Executive Directors’ annual fee and
meeting allowance. In its deliberation, the Remuneration Committee will take into consideration industry
practices and norms in compensation in addition to the Group’s relative performance to the industry and
performance of the individual Directors. No Director is involved in deciding his or her own remuneration.
The Board as a whole proposes the fees of the Non-Executive Directors. The quantum proposed is tabled
to the shareholders at the Annual General Meeting for their approval.
Details of the Directors’ remuneration for the financial year ended 31 March 2015, proposed by the
Remuneration Committee, are as follows:
Aggregate remuneration
Fees
Salaries
Other emoluments
Aggregate remuneration
Executive Directors
RM
346,000
1,872,000
224,640
2,442,640
Non-Executive Directors
RM
509,000
25,000
534,000
Analysis of Remuneration in bands of RM50,000
Range of Remuneration
(RM)
100,001 – 150,000
600,001 – 650,000
No. of Directors
Executive Directors
Non-Executive Directors
4
4
-
ANNUAL REPORT 2015
21
b) Nomination Committee
The Nomination Committee during the financial year comprised the following:
Yap Koon
The Nomination Committee held three meetings during the financial year and the attendance of each
member is as follows:
Member
Tan Sri Datuk Yong Poh Kon (Chairman)
3/3
3/3
Yap Koon
3/3
The Nomination Committee recommends suitable candidates for appointments to the Board, including
Committees of the Board; conducts annual review of the structure, size and composition of the Board
(including skills, knowledge, experience and gender diversity), the performance of the Board, its
Committees and individual Directors and those Directors who are due for re-election/ re-appointment at
the Company’s AGM. The Committee assesses the training needs of the Directors and also assesses the
performance of independent Non-Executive Directors based on the criteria for independence as defined
in the Listing Requirements and reviews the Board’s succession plans.
The Nomination Committee shall ensure that the procedures for appointing new Directors are
transparent, rigorous and that appointments are made on merit and against objective criteria for the
purpose. Besides evaluating the skills and experience of the candidates, the Nomination Committee also
takes into consideration the following factors:
a) whether the individual meets the requirements for independence as defined in the Listing Requirements;
b) the individual’s general understanding of the Group’s businesses and markets;
c) the individual’s professional expertise and background; and
d) other factors that promote diversity of views and experience.
Re-election process
The Company is confident and firmly believes that individuals chosen and appointed to the Board are all
individuals of high calibre and integrity and can be tasked to discharge their duties and responsibilities
independently and effectively notwithstanding their tenure on the Board. The Company does not have
term limits for both Executive Directors and independent Directors but the Nomination Committee does
review its evaluation process annually and in terms of the tenure for independent Directors, the Board
believes that valuable contribution can be obtained from Directors who have, over a period of time,
developed valuable insight of the Group and its businesses. Their continued contribution as independent
Directors provides benefit to the Board and the Group as a whole.
The Board will recommend to shareholders, Executive and Non-Executive Directors proposed for
re-election or re-appointment at the Annual General Meeting, in accordance with the Articles and upon
recommendation of the Nomination Committee after evaluating the performance of the individual
Director. In determining whether to recommend a Director for re-election, the Director’s past attendance
at meetings, participation and contribution to the activities of the Board will be duly considered by the
Nomination Committee.
During the financial year, the Nomination Committee carried out a performance evaluation of the Board,
its Committees and each of the Directors through the use of qualitative and quantitative checklists. The
Nomination Committee also considered and recommended to the Board the re-election and
re-appointment of Directors for the forthcoming AGM. The Nomination Committee made an assessment,
based on the criteria in the Listing Requirements, of the independence of Tan Sri Datuk Yong Poh Kon
who has served as an independent Director for a term exceeding nine years. Tan Sri Datuk Yong Poh Kon
abstained from deliberating and voting on this issue. Having regard to the need for his continued
invaluable contribution to the Board and the Group, the Committee recommended that Tan Sri Datuk
Yong Poh Kon be appointed as a member of the Audit Committee in August 2014.
22
ANNUAL REPORT 2015
c) Risk Management Committee
The Risk Management Committee comprises all four Executive Directors. The Committee met once
during the financial year to consider the summary of risks identified in the Group and the measures
adopted to mitigate these risks.
d) Audit Committee
Details on the composition, terms of reference and the activities carried out by the Audit Committee
during the financial year are set out in the Audit Committee Report.
3. Relationship with Shareholders and Investors
The Board acknowledges the importance of shareholders being informed of all material business and
corporate matters affecting the Group. This is achieved through the distribution of Annual Reports and
quarterly announcements of the interim financial statements to Bursa Malaysia. Other announcements
to Bursa Malaysia are made as and when required. All announcements are available on the Company’s
website at www.tahps.com.my. The shareholders are encouraged and given the opportunity during the
Annual General Meeting to ask questions regarding the operations of the Group. This is the main forum
for dialogue between the Company and its shareholders where shareholders’ concerns may be
conveyed to the Board. At the Annual General Meeting, the Chairman of the meeting informs
shareholders of their right to demand a poll vote on substantive resolutions.
The Company’s primary contact with shareholders is through the Executive Directors, Group Chief
Executive Officer and Company Secretary. All shareholders’ queries will be received by the Company
Secretary and the Company Secretary will provide feedback and responses to shareholders’ queries.
Where any information is regarded as undisclosed material information about the Company such
information will not be made available to a shareholder unless it is already disclosed in the public domain.
4. Accountability and Audit
a) Financial Reporting
The Board acknowledges its responsibility to present a balanced and meaningful report to the
shareholders regarding the financial position of the Group and Company. In line with this, the Board
makes available the financial results through quarterly announcements of the interim financial
statements to Bursa Malaysia. On an annual basis the shareholders are made aware of the financial
position of the Company through its Annual Report.
b) Internal Controls
The Group's system of internal controls is outlined in the Statement on Risk Management and Internal
Controls in this Annual Report.
c) Relationship with Auditors
The Audit Committee and the Board have established formal and transparent arrangements and
appropriate relationship with the Group's auditors, both external and internal. The Audit Committee met
with the External Auditors without the presence of the executive board members during the financial year.
ANNUAL REPORT 2015
23
5. Diversity Policy
TAHPS Group Berhad is acutely aware that workforce diversity in terms of gender, ethnicity and age has
been and will continue to be an added strength to the company. As such the company maintains a good
balance in its hiring policies by taking into account all these factors.
On the Board level, independence of directors is an additional factor which the Nomination Committee
takes into account when considering Board appointments.
Composition by Gender
Gender
Board Level
Workforce
Female
1
90
Male
7
Total
8
117
207
Composition by Ethnicity
Ethnicity
Board Level
Workforce
Chinese
8
44
Others
-
Malay
-
Indian
-
Total
137
25
1
8
207
Board Level
Workforce
-
39
Composition by Age
Age
< 30
31 – 40
-
41 – 50
1
> 60
4
51 – 60
Total
33
82
3
50
8
207
3
6. Statement on Directors’ Responsibility
The Directors are required under the Companies Act, 1965 (“the Act”) to prepare financial statements for
each financial year which will give a true and fair view of the state of affairs of the Group and the
Company at the end of the financial year and the results of the Group and the Company for the financial
year. As required by the Act and the Listing Requirements of Bursa Malaysia, the financial statements
have been prepared in accordance with the provisions of the Act and approved accounting standards in
Malaysia.
The Directors consider that in preparing the financial statements for the year ended 31 March 2015 set
out in this Annual Report, the Group has used appropriate accounting policies that were consistently
applied and supported by reasonable and prudent judgments and estimates. The Directors have the
responsibility for ensuring that the Group and the Company keep accounting records which disclose with
reasonable accuracy the financial position of the Group and the Company and enabled them to ensure
that the financial statements comply with the Act.
24
ANNUAL REPORT 2015
7. Additional Compliance Information
The following information is disclosed in compliance with the Listing Requirements of Bursa Malaysia:
a) Utilisation of Proceeds
The Company did not raise funds through any corporate proposals during the financial year.
b) Share Buy-back
The Company did not carry out any share buy-back during the financial year.
c) Options, Warrants or Convertible Securities
The Company did not issue any options, warrants or convertible securities during the financial year.
d) Depository Receipt Programme
The Company did not participate in any Depository Receipt Programme.
e) Sanctions/Penalties Imposed
There were no sanctions/penalties imposed during the financial year on the Company and its
subsidiaries, Directors or management by the relevant regulatory bodies.
f) Non-Audit Fees
The amount of non-audit fees incurred for services rendered by the external auditors, and firms affiliated
to them, during the financial year amounted to RM28,900.
g) Variation in Results
There is no material variance between the results for the financial year and the unaudited results
previously announced. The Company did not make or release any profit estimate, forecast or projection
for the financial year.
h) Profit Guarantees
There were no profit guarantees given by the Company during the financial year.
i) Material Contracts
There were no material contracts entered into by the Company and its subsidiaries which involve
Directors’ and major shareholders’ interest subsisting at the end of the previous financial year or
entered into during the financial year. There were no contracts relating to a loan by the Company and
its subsidiaries in respect of material contracts.
j) Revaluation Policy
The Company does not revalue its landed properties.
ANNUAL REPORT 2015
25
Statement on Risk Management
and Internal Control
Board's Responsibility
The Board recognizes the importance for maintaining a sound system of internal controls that supports the
achievement of the organization's objectives. The system of internal controls cover not only financial controls
but also operational and compliance controls, as well as risk management.
The Board affirms its overall responsibility for the Group's system of internal controls and risk management,
and for reviewing the adequacy and integrity of those systems. The systems are designed to manage rather
than eliminate the risk of failure to achieve business objectives and to provide only reasonable and not
absolute assurance against material misstatement or loss. Notwithstanding this, ongoing reviews are
continuously carried out to ensure the effectiveness of the systems.
Risk Management
The Board affirms that the Group has in place an on-going process for identifying, evaluating, monitoring and
managing the significant risks affecting the business during the financial year. A Risk Management Committee,
comprising Executive Directors, oversees the risk management framework for the Group. Periodic risk
assessments are conducted for the Company and its subsidiaries. The risk profiles were discussed with
management and provide a basis for systematic management of key risks, controls and the responsibilities
associated with managing these risks. A risk management team for each company in the Group is entrusted
with the responsibility for continous reviewing and managing the risk profiles identified. The Risk Management
Committee met once during the financial year to review the key risks identified for the property development
and the plantations segments and actions respectively taken to mitigate these risks.
Key Elements of Internal Control System
The key processes that the Board has established in reviewing the adequacy and integrity of the Group's
systems of internal controls include the following:
• An organizational structure with clearly defined lines of responsibility and delegation of authority to provide a
documented and auditable trail of accountability.
• Regular internal audit visits, which involve independent evaluation of the effectiveness of internal controls
and highlighting significant risks impacting the Group to the Audit Committee. The annual internal audit plan
is reviewed and approved by the Audit Committee.
• Regular Board meetings where important matters are highlighted, discussed and decided upon, thereby
ensuring that the Board maintains full and effective supervision over key issues.
• The Audit Committee reviews the quarterly results and the year end financial statements of the Group before
presenting to the Board for approval prior to providing the reports to Bursa Malaysia for public release.
The Board has received written assurance from senior management that the system of internal controls was
operating satisfactorily during the financial year and has not resulted in any material losses, contingencies or
uncertainties that would require disclosure in the Annual Report.
Review of the Statement by External Auditors
As required by Paragraph 15.23 of the Listing Requirements, the external auditors have reviewed this
Statement on Risk Management and Internal Control. Their limited assurance review was performed in
accordance with Recommended Practice Guide (“RPG”) 5 (Revised) issued by the Malaysian Institute of
Accountants. RPG 5 (Revised) does not require the external auditors to form an opinion on the adequacy and
effectiveness of the risk management and internal control systems of the Group.
100
26
ANNUAL REPORT 2015
Audit Committee Report
COMPOSITION
The Audit Committee during the financial year comprised the following:
Yap Koon
- Independent Non-Executive Director (appointed on 28 August 2014)
TERMS OF REFERENCE
1. Members
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall
fulfill the following:
a) not fewer than three members;
b) all members must be Non-Executive Directors with a majority of them being independent directors;
c) at least one member of the Audit Committee:
i) must be a member of the Malaysian Institute of Accountants; or
ii) if he is not a member of the Malaysian Institute of Accountants, must have at least three years’
working experience and:
(a)(a) he must have passed the examinations specified in Part I of the 1st Schedule of the
Accountants Act 1967.
(b)(b) he must be a member of one of the associations of accountants specified in Part II of the
1st Schedule of the Accountants Act 1967.
iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
d) no alternate director shall be appointed as an Audit Committee member; and
e) one of the Audit Committee members who is an independent director shall be appointed Audit
Committee Chairman by the members of the Audit Committee.
2. Quorum
The majority of the members who must be independent directors present shall form a quorum. The
minimum quorum for the Audit Committee Meetings is two members present, and in such case, both of
them must be independent directors to constitute a quorum.
3. Authority
The Audit Committee is granted the authority to investigate any activity, within its terms of reference, and
have the resources which are required to perform its duties as well as full and unrestricted access to any
information pertaining to the Company and its subsidiaries. The Audit Committee is empowered to obtain
independent professional advice as necessary to assist the Audit Committee in fulfilling its responsibility.
The Audit Committee shall also have direct communication channels with the external auditors and
person(s) carrying out the internal audit function or activity.
The Audit Committee may regulate its own procedures, in particular:
a) the calling of meetings which shall include the convening of such meetings with external auditors, the
internal auditors or both, excluding the attendance of other Directors and employees of the Company.
The other Directors and employees can only attend such meetings upon Audit Committee’s invitation.
b) the notice to be given of such meetings
c) the voting and proceedings of such meetings
d) the keeping of minutes; and
e) the custody, production and inspection of such minutes.
4. Functions and duties
The duties and functions of the Committee shall be:
a) To recommend the nomination of a person and persons as external auditors and to review the
re-appointment and or resignation of the external auditor, the scope and general extent of the
external auditors’ audit examination and ensure co-ordination between internal and external
auditors. The external auditors’ fee is arranged and reviewed by the Committee.
ANNUAL REPORT 2015
27
Audit Committee Report
b) To review the quarterly results and annual financial statements before submission to the Board, to
consider on matters such as:
• going concern assumption;
• any changes in accounting policies and practices;
• significant adjustments resulting from the audit and unusual events;
• compliance with accounting standards;
• compliance with stock exchange and legal requirements;
• major judgemental areas.
c) To review the following and report the same to the Board:
i Review of the audit plan, the evaluation of the internal controls system and the audit report with the
external auditors;
ii The assistance given by the employees of the Group to the external auditors;
iii The adequacy of the scope, functions, competency and resources of the internal audit functions
and that it has the necessary authority to carry out its work;
iv The internal audit programme, processes, the results of the internal audit programme, processes
or investigation undertaken and whether or not appropriate action is taken on the recommendations
of the internal audit function;
v Any related party transaction and conflict of interest situation that may arise within the Company or
Group including any transaction, procedures or course of conduct that raises questions of
management’s integrity.
5. Meetings of the Audit Committee
The Audit Committee convened four meetings during the financial year. Other members of senior
management, upon invitation by the Audit Committee, were also present at the meetings.
The attendance of each member of the Audit Committee is as follows:
Member
Yap Koon (Chairman)
4/4
4/4
Tan Sri Datuk Yong Poh Kon (appointed on 28 August 2014)
1/2
6. Activities of the Committee
The Audit Committee carried out the activities as outlined in its functions and duties during the year under
review. In addition, the Audit Committee reviewed the independence of the external auditors and received
written assurance that the external auditors are independent throughout the conduct of the audit. Two
internal audit reports were received and considered by the Audit Committee; one report on the property
development subsidiary and the other on the plantation located in Terengganu.
7. Internal Audit Function
The internal audit function is outsourced to a professional internal audit services firm with the objective
of assisting the Audit Committee in the discharge of its duties and responsibilities. Its roles are to
independently review the internal controls system established by the management, its adequacy and
effectiveness vis-à-vis the objectives set and to make appropriate recommendations. Internal Audit will
present its yearly Internal Audit Plan, which includes the scope and functions of the Internal Audit for
consideration and approval of the Audit Committee. Costs incurred for the internal audit function during
the financial year amounted to RM38,000.
The Audit Committee considers reports from Internal Audit and from the management, before reporting
and making recommendations to the Board on a quarterly basis or as when it is appropriate.
8. Share Scheme for Employees
The Company does not have a share scheme for employees and as such, no options were allocated during
the financial year.
28
ANNUAL REPORT 2015
Kretay Estate
ANNUAL REPORT 2015
29
Financial
Statements
30
ANNUAL REPORT 2015
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
(Incorporated in Malaysia)
I/We
PROXY FORM
CDS Account No.
No. of Shares Held
(NRIC/Passport/Company No.
)
[Please fill in full name & NRIC/Passport/Company No.] (Please use block letters)
of
[Please fill in address]
being a member/members of TAHPS GROUP BERHAD hereby appoint
[Please fill in full name & NRIC/Passport No.] (Please use block letters)
(NRIC/Passport No.
)
(NRIC/Passport No.
)
of
or failing him,
[Please fill in full name & NRIC/Passport No.] (Please use block letters)
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the 104th Annual General Meeting
of the Company to be held at Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Thursday,
23 July 2015 at 2.30 p.m. or at adjourned meeting, and to vote as indicated below:RESOLUTIONS
FOR
Payment of first and final dividend
Resolution 1
Payment of Directors’ fees
Resolution 2
Re-election of Mr Lim Kee Choon as Director
Resolution 3
Re-appointment of Messrs Khoo Wong & Chan as Auditors and
authorising Directors to determine their remuneration
Resolution 4
Re-appointment of Tan Sri Datuk Yong Poh Kon as Director
Resolution 5
Retention of Tan Sri Datuk Yong Poh Kon as an Independent Director
Resolution 6
AGAINST
(Please indicate with an “X” in the space provided whether you wish your votes to be cast “FOR” or “AGAINST” the resolutions. In the absence of
specific direction, your proxy will vote or abstain as he thinks fit. However, if two proxies are appointed, please specify in the table below the number
of shares represented by each proxy, failing which the appointment shall be invalid.).
Name of Proxy
Proportion of Shares Held
1.
2.
Total number of shares held
Signed this
day of
, 2015
Signature of Shareholder/Common Seal
Notes:
i) A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but
need not be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
ii) A member of the Company who is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (“SICDA”) may appoint not more than two (2) proxies in respect of each
securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
iii) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus account”), there
is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee
defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
iv) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by
each proxy must be specified in the instrument appointing the proxies.
v) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an
officer or attorney duly authorised.
vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered
office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the meeting or
adjourned meeting.
vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the
Company a Record of Depositors as at 15 July 2015 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and vote
in his stead.
Affix
Stamp
The Company Secretary
Level 18, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur,
Malaysia.

Tahps_AR 2015 - TAHPS Group Berhad

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