annual report 2016 - Bursa Malaysia Stock

Transcription

ANNUAL REPORT 2016
One
Hundred
& Nine
years
TO THE
NINES
Forging ahead to the nines, TAHPS commitment to excellence
stays strong and focussed as the organisation enters its 109th
year. Whereas many would have faltered through the
decades or weakened in years of economic adversity, TAHPS
displays strength and resilience to not only shoulder hardships
but also break new grounds of opportunity through utterly
sound leadership and financial clout. Working towards
perfection and ultimately empowering number 9, TAHPS
proudly shares another year of solid progress.
EPIC Residence
Artist Impression
EPIC Residence
2
TAHPS GROUP BERHAD (37-K)
ANNUAL REPORT 2016
Artist Impression
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
ANNUAL REPORT 2016
3
Foreston
Artist Impression
Foreston is a flagship development for Bukit Hitam Development that
won the Best Interior Design Show Home Malaysia - by Asia Pacific
Property Awards Interior Design 2015 - 2016. In 2016, yet another award
for Best Hill-top Development by Property Insight was won in the form
of the Prestigious Developer Awards 2016.
This speaks volumes for the excellence and expertise of our consultant
partners and our management teams. Both awards are testament to
the fact that the level of quality, luxury and innovative design ideas as
well as commitment towards providing lavish living right in the bosom
of nature not only meets but exceeds the expectations of the
authorising bodies and industry standards.
Showcasing generous built-ups starting from 4,250 sq.ft. that offer 6
bedrooms, all superbly equipped with en-suite baths set among lush
and exquisitely landscaped gardens and park, Foreston heralds
award-winning excellence that shall follow in the many other ventures
lined up in the planning of TAHPS' overall scheme for success.
4
ANNUAL REPORT 2016
CONTENTS
6
9
10
12
13
14
16
Notice of the 105th
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
Group Chief Executive Officer’s
Review Of Operations
18
20
32
34
37
112
Analysis of
Shareholdings
114
Properties Held by
The Group
Corporate Social
Responsibility
Statement on
Corporate Governance
Statement on Risk Management
and Internal Control
Audit Committee
Report
Financial
Statements
Proxy Form
ANNUAL REPORT 2016
5
Notice of the 105th Annual General Meeting
NOTICE IS HEREBY GIVEN that the 105th Annual General Meeting (“AGM”) of the Company will be
held at Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on
Thursday, 21 July 2016 at 9.00 a.m. for the purpose of considering the following businesses:-
ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 31 March 2016
together with the Reports of the Directors and the Auditors thereon.
(Please refer to
Explanatory Note 1)
2. To approve the payment of a first and final dividend of 10 sen per share single tier tax
exempt for the financial year ended 31 March 2016.
Ordinary
Resolution 1
3. To approve the payment of Directors’ Fees of RM495,000 in respect of the financial year
ended 31 March 2016.
Ordinary
Resolution 2
4. To re-elect Mr. Yap Koon who is retiring pursuant to Article 98 of the Company’s Articles of
Association, who being eligible offers himself for re-election.
Ordinary
Resolution 3
5. To re-elect Mr. Lim Kai Hee who is retiring pursuant to Article 98 of the Company’s Articles
of Association, who being eligible offers himself for re-election.
Ordinary
Resolution 4
6. To re-appoint Messrs Khoo Wong & Chan as Auditors of the Company and to authorise the
Directors to determine their remuneration.
Ordinary
Resolution 5
SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolutions, with or without
modifications:7. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965
“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.”
8. Retention of Independent Director in accordance with Recommendation 3.3 of the
Malaysian Code on Corporate Governance 2012
Ordinary
Resolution 6
Ordinary
Resolution 7
“THAT subject to the passing of Ordinary Resolution 6, authority be and is hereby given to
Tan Sri Datuk Yong Poh Kon, who has served as an Independent Director of the Company
for a cumulative term of more than nine (9) years, to continue to act as an Independent
Director of the Company.”
9. To transact any other business of 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 10 sen per share single tier tax exempt for the
financial year ended 31 March 2016, if approved, will be paid on 25 August 2016. The entitlement date for the
dividend payment is 4 August 2016.
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 4 August 2016 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
LIM LEE KUAN (MAICSA 7017753)
TEO MEE HUI (MAICSA 7050642)
Company Secretaries
29 June 2016
Kuala Lumpur
6
ANNUAL REPORT 2016
Notice of the 105th Annual General Meeting
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 as defined under SICDA which is
exempted from compliance with the provisions of subsection 25A(1) of SICDA.
iv) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt authorised 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 10th Floor,
Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 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 14 July 2016 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 Agenda 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 is not a business which requires a
resolution to be put to vote by shareholders.
2. Agenda No. 7 - Re-appointment of Directors pursuant to Section 129(6) of the Companies Act, 1965
The proposed Resolution 6 is to seek shareholders’ approval on the re-appointment of Tan Sri Datuk Yong Poh
Kon who is over the age of seventy (70) years as a Director of the Company pursuant to Section 129(6) of the
Companies Act, 1965.
A vote by the majority of not less than three-fourths of members who are entitled to vote and voting in person
or by proxy is required to pass this resolution.
3. Agenda No. 8 - Retention of Independent Director pursuant to the Malaysian Code on Corporate
Governance 2012
The proposed Resolution 7 is to seek shareholders’ approval on the retention of Director who has served as
Independent Director in the Company for more than nine (9) years.
The Nomination Committee has assessed the independence of Tan Sri Datuk Yong Poh Kon, who has served
as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years, and
recommended him to continue act as an Independent Non-Executive Director of the Company based on the
following justifications:a. He fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad, and thus, he would able to provide check and balance
and bring an element of objectivity to the Board;
b. He is familiar with the Company’s business operations and is able to advise the Board diligently on business
legacy matters before the change in controlling interest;
c. He was not appointed by the current controlling shareholder and hence the issue on special relationship with
or loyalty to the controlling shareholder does not arise;
d. He has devoted sufficient time and attention to his professional obligations for informed and balanced decision
making by actively participated in board discussion and provided an independent voice to the Board; and
e. He has exercised his due care during his tenure as Independent Non-Executive Directors of the Company and
carried out his professional duties in the best interest of the Company and shareholders.
The Board considers Tan Sri Datuk Yong Poh Kon to be independent based on the above justifications and
recommends him to be retained as an Independent Non-Executive Director of the Company.
ANNUAL REPORT 2016
7
The Peanuts Gathering
@ Bukit Puchong Gallery
Thrills galore for the kids and families of Bukit
Puchong from 28 November - 31 December 2015
as 41 life-sized Snoopy sculptures graced this lively
and fun PEANUTS character gathering. Comic
excitement came alive with the addition of food
trucks offering fabulous food while games and
freebies filled the day.
8
ANNUAL REPORT 2016
Corporate Information
BOARD OF DIRECTORS
Executive Directors (Non-Independent)
Mr. Lim Ke Hun
Mr. Lim Kee Choon
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
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
Board Risk Committee
Dr. Chin Yoong Kheong (Chairman)
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Ms. Lim Wan Yee
PRINCIPAL OFFICERS
Group Chief Executive Officer
Mr. Tan Seng Chye
Chief Financial Officer
Mr. Leong Chain Hong
REGISTERED OFFICE
10th Floor, Menara Hap Seng
No. 1 & 3 Jalan P. Ramlee
50250 Kuala Lumpur
Malaysia
Tel: 603-2382 4288
Fax: 603-2382 4170
SHARE REGISTRAR
Tricor Investor & Issuing House Services Sdn Bhd
Unit 32-01, Level 32, Tower A
Vertical Business Suite, Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Malaysia
Tel: 603-2783 9299
Fax: 603-2783 9222
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 Lee Kuan (MAICSA 7017753)
Teo Mee Hui (MAICSA 7050642)
PRINCIPAL BANKERS
Alliance Bank Malaysia Berhad
CIMB Bank Berhad
United Overseas Bank (Malaysia) Berhad
ANNUAL REPORT 2016
9
MR. LIM KE HUN (*)
Age 65. Malaysian. Non-Independent Non-Executive Director since 3 May 1994. Redesignated as Executive
Director on 1 December 2002. Member of the EXCO and Board Risk Committee. Director of The Ayer Hitam
Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP
Management Services 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 60. Malaysian. Non-Independent Non-Executive Director since 10 August 1994. Redesignated as Executive
Management Services 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 University
of Melbourne, Australia in 1978. He is also a Director in several private companies.
MS. LIM WAN YEE (#) (A1)
Age 50. Malaysian. Non-Independent Non-Executive Director since 18 May 1994. Redesignated as Executive
Management Services 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 71. 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
Chairman 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 Employees Provident Fund. He is also a
member of the Economic Council. 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 and/or its subsidiaries.
MR. YAP KOON
Age 64. 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 substantial 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 and/or its subsidiaries.
MR. LIM KAI HEE (*)
Age 67. 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. Graduated from The Chartered Institute of
Marketing, London and The Institute of Administrative Management, London, United Kingdom.
10
ANNUAL REPORT 2016
DR. CHIN YOONG KHEONG
Age 58. Malaysian. BA (Hons) Economics, Fellow of the Institute of Chartered Accountants in England and Wales,
DBA, CPA and CFC. Appointed as an Independent Non-Executive Director on 1 January 2014. Chairman of the
Remuneration Committee and Board Risk Committee and a 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, and a Director of RHB Capital Berhad
Group. 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 and/or its subsidiaries.
MADAM CHANG WEE YON (A1)
[ALTERNATE DIRECTOR TO MS. LIM WAN YEE]
Age 72, Malaysian. Alternate Director to Ms. Lim Wan Yee since 25 July 1994.
GROUP CHIEF EXECUTIVE OFFICER
MR. TAN SENG CHYE
Age 54. Malaysian. Mr. Tan Seng Chye was appointed as Group Chief Executive Officer (“GCEO”) 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 and/or major shareholder 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 AND GCEO
Conflict of interest
All the Directors and GCEO have no conflict of interest with the Company.
Convictions (within the past 10 years, other than traffic offences)
None of the Directors and GCEO has any convictions for offences.
Interest in securities of the Company and its subsidiaries
Directors’/GCEO 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
#
Daughter of Madam Chang Wee Yon (Substantial shareholder – indirect interest)
A1
Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant to
Section 6A (4) of the Companies Act 1965
A2
Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company)
pursuant to Section 6A (4) of the Companies Act 1965
ANNUAL REPORT 2016
11
Group Structure
as at 31 March 2016
TAHPS Group Berhad (37-K)
Investment Holding
Plantation
Share Capital
100%
: RM74,853,075
Bukit Hitam Development Sdn. Bhd. (203394-W)
Property Development
Share Capital
: RM40,000,002
100%
BBP Management Services Sdn. Bhd. (735463-P)
Property Management Services
Share Capital
100%
: RM2
The Ayer Hitam Development Sdn. Bhd. (83880-A)
Property Development
Share Capital
: RM10,000,000
100%
Cendana Maju Construction Sdn. Bhd. (507624-A)
Dormant
Share Capital
100%
Yee Seng Plantations Sdn. Bhd. (6587-P)
Plantation
Share Capital
12
: RM1,000,000
ANNUAL REPORT 2016
: RM1,500,003
Five Year Financial Highlights
Year ended 31 March
2012
Artist Impression
2013
as adjusted
2014
2015
2016
as adjusted
Revenue
RM’000
24,107
51,751
98,445
102,280
86,944
Profit After Taxation
RM’000
10,422
14,944
47,103
43,934
20,601
Shareholders’ Funds
RM’000
427,867
435,034
469,106
486,995
483,275
RM
5.72
5.81
6.27
6.51
6.46
Profit Before Taxation
RM’000
Paid-up Capital
RM’000
Earnings Per Share - basic
sen
Net Assets Per Share
Net Dividends Per Share
13,716
74,853
13.92
sen
Share Price at 31 March
10
RM
Dividend Yield - Net
4.80
%
2.08
16,009
61,843
74,853
74,853
19.63
62.93
20
58,446
74,853
27.52
32
7.00
3.97
74,853
58.69
35
5.04
27,044
10
7.00
5.00
6.60
4.57
1.52
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
98,445 102,280
100,000
80,000
60,000
40,000
20,000
0
70,000
86,944
61,843
60,000
50,000
30,000
24,107
20,000
2013
2014
2015
2016
10,000
27,044
13,716
2012
Shareholders’ Funds (RM’000)
500,000
486,995 483,275
480,000
469,106
420,000
16,009
2013
2014
2015
2016
Net Assets Per Share (RM)
6.70
6.50
6.51
6.46
2015
2016
6.27
6.30
460,000
440,000
58,446
40,000
51,751
2012
Profit Before Taxation (RM’000)
6.10
5.90
427,867
2012
435,034
2013
5.70
2014
2015
2016
5.50
5.72
2012
5.81
2013
2014
ANNUAL REPORT 2016
13
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 subsidiary companies (“the Group”) for the financial year ended 31 March 2016.
Industry Trends
Beyond the significant sharp decline in commodity prices, the market growth momentum in several major
economies are also weaker than expected. As an emerging and developing economy, Malaysia has been
affected by these negative on-going developments. The Malaysian economy expanded by 4.5 percent
year-on-year in the December quarter of 2015, moderating from a 4.7 percent growth in the previous period.
It is the weakest expansion since the second quarter of 2013.
The financial year under review has been very challenging for the property industry. The property market has
been softened in response to the cooling measures introduced by the Government. In addition, property
buyers and aspiring house owners are being further plagued with negative sentiments especially with the
falling Ringgit, the implementation of GST and rising costs of living.
As for the plantation industry, the major headwinds are the stockpiles issue which affected CPO prices in
2015 and the El Nino weather phenomenon which affected the production.
EPIC Residence
Artist Impression
14
ANNUAL REPORT 2016
Statement by the Executive
Link Villas
Financial Performance
The Group was operating against the backdrop of sluggish property and plantation markets during the
financial year under review. The Group recorded a decline in revenue by 15% to 86.9 million and profit before
tax by 53.7% to RM27.0 million as compared to the previous year.
Dividends
In line with the Group’s performance, the Board recommends the payment of a first final dividend of 10 sen
per share single tier tax exempt for financial year ended 31 March 2016 amounting to RM7.4 million payout.
Business Outlook
The ensuing year is expected to remain challenging due to uncertainties in the business environment,
particularly in the respective markets where the Group operates.
The property market in Malaysia is expected to remain subdued due to cautious consumer sentiment and
stricter lending rules. Pressure on the residential and commercial market might continue in the
near-to-medium term, attributed to inflationary factors and cooling measures. However, the Property Division
continues to enhance on the master planning in Bandar Bukit Puchong with balance of land bank of
approximately 500 acres and another freehold land of 111 acres in Puchong. The Division will remain focus
on its township developments to ensure that the right product mix will be launched taking into account
prevailing demand and market sentiment.
The economic outlook for plantation industry in near term is expected to remain bleak on record-high
stockpiles, ebbing external demand as well as higher input costs. However, in longer term the demand
supply dynamics for palm oil remain strong, driven by a growing world population. Rising affluence and living
standards will also serve as a catalyst in the growing demand for healthier palm products, thus increasing
global consumption of palm oil.
Acknowledgements
On behalf of the Board, we would like to express our sincere gratitude to our valued customers, business
associates, government authorities, shareholders and staffs for their continuing support and contributions to
the Group.
EXECUTIVE MANAGEMENT COMMITTEE
24 MAY 2016
ANNUAL REPORT 2016
15
Summary
The current financial year under review has been challenging for the Group as both its Property Development and
Plantation Divisions were faced with adverse external factors which affected the Group’s performance.
Statistics from National Property Information Centre (“NAPIC”) shows that the number and value of property
transactions took a dip in 2015. This softening of the property market is due to weak market sentiments arising from
various issues from the implementation of GST, rising cost of living, tightening of lending guidelines by banks and
the country's political & economic uncertainty.
On the plantation side, CPO price has been depressed throughout the current financial year averaging at RM 2,200
per metric tonne compared to the last financial year’s average of RM2,300 per metric tonne. This coupled with the
ongoing replanting program has affected the total production and hence the Group’s revenue from this division.
The Group had, during this trying period, focussed on efforts to improve on efficiency and effectiveness of its internal
processes and recruiting relevant new talents to manage and grow the Group’s businesses going forward.
Property Development Division
The major focus of the Group’s property development activities remain at Bandar Bukit Puchong. Bandar Bukit
Puchong is an established township in a prominent location south of Puchong and is strategically located within
close proximity to a wide array of amenities and established neighbouring communities. To-date the Group has
completed and delivered more than 6,500 units of freehold properties with Gross Development Value (“GDV”) of
approximately RM 1.6 billion in this township development.
The Group currently still has a balance land bank of approximately 500 acres at Bandar Bukit Puchong and
another 111 acres in Puchong.
The Property Development Division recorded a 16.3% decline in revenue to RM78.1 million and a 49.7% decline
in profit before tax to RM 29.7 million as compared to the previous financial year. The deterioration was mainly
due to the softening of the property market which affected the sales performance and lower margin product mix
which were sold during the financial year.
Completed Project – Foreston
Foreston is a luxurious freehold landed project with lush greenery and spacious landscape in Bandar Bukit
Puchong. It comprises of 46 units of bungalows, link bungalows and semi-detached houses with build up ranging
from 4,250 sq.ft. to 4,777 sq.ft. and has a GDV of approximately RM 136 million.
In April 2016, Foreston was selected and awarded the Best Hill-top Development by Property Insight.
This project was completed during the current financial year.
Ongoing project - EPIC Residence
EPIC Residence is an exclusive low-density service apartment project built on a 2.3-acre freehold land in Bandar
Bukit Puchong. It comprises 300 units of service apartment with sizes ranging from 624 sq.ft. to 2,475 sq.ft. and has
a GDV of approximately RM180 million.
The construction of EPIC Residence is currently
on-going. As at 31 March 2016, the project is
approximately 85% completed.
16
ANNUAL REPORT 2016
Future Project – BP Newtown Shop Offices Phase 3
Following the success of the earlier two
phases of BP Newtown Shop Offices, the
Group has lined up another 54 units of 3 and 4
storey shop offices ready to be launch depending
on market condition.
BP Newtown Shop Offices Phase 3 is planned with
improved modern and contemporary design features.
The built-up area of the units range from 5,243 sq.ft. to
12,495 sq.ft.
Future Project – Link Villas
The Group is currently in the process of planning
for a low-density healthy lifestyle link villas
project. This development will be a stratified,
gated and guarded community build on 8.3
acres freehold land with ample landscaping
concept. It comprises 140 units of 2 and 3
storey link villas - 20’ x 50’.
Rejuvenating Bukit Puchong Masterplan
The Group is currently taking the opportunity to focus on re-planning Bandar Bukit Puchong in order to rejuvenate
the township during this period of market slow down.
For this purpose we have engaged international and renowned consultants to work in partnership with our team to
introduce innovative products that will cater for the current demand and needs of our customers.
Gali Estate
Plantation Division
Plantation Division recorded a slight decline in revenue by 0.7% to
RM 8.6 million and profit before tax by 31.1% to RM1.7 million as
compared to the previous financial year.
The performance of Plantation Division has been adversely affected by the
lower CPO prices coupled with the ongoing replanting programme.
Approximately 1,000 hectares has been identified for replanting and to-date
approximately 700 hectares has been replanted. The entire replanting program
is expected to complete by 3rd quarter of 2017. The first phase of the replanted
areas is expected to start production from the 3rd quarter of 2017.
Conclusion
The Group has withstood a challenging FY2016 and we expect a similar demanding environment in the
ensuing year. Nevertheless, the Group will continue to adopt strict financial discipline and vigilant approach in
its business undertakings.
ANNUAL REPORT 2016
17
Corporate Social Responsibility
GIVING BACK TO THE COMMUNITY
In TAHPS, we acknowledge our responsibility to our stakeholders and communities
around us. We are committed to operate our businesses in an ethical and socially
responsible manner, while promoting diversity and transparency at the same time.
Through good corporate governance, prudent financial management and with our
dedicated group of employees, we contribute positively to the lives we touched.
Blood Donation
Campaign
As part of our commitment to putting social
responsibility into practice, a blood donation campaign
was organised on 14th November 2015 at the Bukit
Puchong Gallery. We believe that such blood donation
campaigns will further encourage voluntary action in
community service among the staff and residents of Bukit
Puchong. During the event, we successfully received 35 pints
of blood from 35 donors comprising families and co-workers of
different age groups. At the same time, Zell V Wellness
conducted a cell check service free of charge for those who
wanted to determine the eligibility of their blood.
Christmas Workshop
On 19th December 2015, a Christmas workshop was organised in
anticipation of the festive celebration. Held at the Bukit Puchong Gallery,
participants were treated to a host of activities such as Coffee Latte Art
Workshops, Clay Miniature Workshops and lucky draw sessions. The
event also featured special guest appearances from Santa Claus to
further heighten the atmosphere for a day of family fun.
The event was organised as part of our CSR event to bring cheer to the
community and encourage greater family bonding.
18
ANNUAL REPORT 2016
Community Football Clinic
@ Taylor’s International
School (TIS) Puchong
The hugely successful Bukit Hitam Development CSR
Football Clinic returned for a second time on 17th January
2016 at Taylor's International School Puchong. We had
invited former Liverpool legend Steve McMahon to take
the reins as the head coach for the event.
Approximately 120 youths ranging from the ages of 13
to 17 participated in the football clinic.
Spearheaded by Bukit Hitam Development in
partnership with Taylor's International School
Puchong, the Football Clinic aimed to invoke the
love for football and encourage a healthier
lifestyle among the youths of the community.
Healthy Living Day
Yet another brainchild of TAHPS' highly motivated
marketing and corporate communication teams,
Healthy Living Day featured highly charged Zumba
Dance classes to kick off the event on 16 January
2016. A talk on Nutrition concluded the event on a
delectable note, as participants walked away
with new ideas and tips on healthy eating
habits, promoting a healthier and more
harmonious community.
ANNUAL REPORT 2016
19
Statement on Corporate Governance
The Board of Directors (“Board”) of TAHPS Group Berhad (“TAHPS” or the “Company”) is committed to
maintain high standards of corporate governance in conducting the business of TAHPS and its subsidiaries
(the “Group”) to protect the interest of the shareholders together with other stakeholders and to enhance
shareholders value for the Group’s long term sustainable business success and continuous growth. Pursuant
to paragraph 15.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) (“MMLR”), the Board is pleased to present the following disclosures on the Group’s application of
the principles as set out in the Malaysian Code on Corporate Governance 2012 (“Code”):1. ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
1.1 Functions reserved for the Board and delegated to Management
a) Functions of the Board
The Board is responsible, amongst others, for charting and communicating strategic direction and
corporate values of the Group, and supervising the business affairs to ensure the business success
within a framework of acceptable risks and compliance with the relevant laws and regulations. It also
reviews the management performance and ensures that necessary financials and resources are
available to meet the Group’s objectives.
Apart from matters which are expressly required by law to be approved by the Board, the matters
specifically reserved for the Board’s approvals, amongst others, are as follows:
•
•
•
•
•
•
•
•
•
•
•
•
•
Charters for Board Committee;
Material acquisitions and disposals of assets not in the ordinary course of business of the Group;
Related party transactions;
Authorisation levels;
Treasury policy;
Risk management policy;
Dividend policy and recommendation of interim and final dividends;
Strategic plan, annual operating and capital expenditure budgets;
Financial statements;
Material contracts within the Group;
Changes in share issuance schemes and the allocation of executive share options;
Appointment and removal of auditors based on recommendations from the Audit Committee; and
Appointment and removal of Directors of the Group, Group Chief Executive Officer (“GCEO”) and
other senior Management positions based on the recommendation of the Nomination and
Remuneration Committees.
b) Functions delegated to Management
The Board has established an Executive Management Committee (the “EXCO”) which comprises the
Executive Directors appointed by the Board, to review and monitor the performance of the Group and
to approve certain transactions in the ordinary course of business. The EXCO delegates to the GCEO
and senior Management, the authority and responsibility to manage the daily affairs of the Group and
also to ensure all policies and strategies adopted by the Board and EXCO are properly and effectively
implemented. The GCEO is also responsible for developing and recommending to the Board the annual
budgets and business plan that support the Group’s long term strategy and vision.
The Board has also delegated specific responsibilities to the respective committees of the Board
namely, the Audit Committee, Nomination Committee, Remuneration Committee and Board Risk
Committee (“BRC”).
20
ANNUAL REPORT 2016
1.2 Directors’ roles and responsibilities
The Board assumes the following roles and responsibilities in discharging its fiduciary and leadership
function:a) Reviewing and adopting the Company’s strategic plans
The Board has put in place a strategy planning process, whereby GCEO and senior Management
of the Group will present the business plans and strategies for the Board’s review and approval. The
Board will deliberate the recommended strategic plan at length and provide views and opinions to
ensure that Management has taken into account all the appropriate considerations in establishing
such strategic plan for the Group.
b) Overseeing the conduct of the Company’s business
The GCEO and senior Management are responsible for the day-to-day management of the
business and operations of the Group. The Board together with EXCO will oversee the conduct of
the Company’s business by monitoring the achievements of Management under the leadership of
the GCEO in delivering the approved targets in accordance with the strategic plan.
c) Identifying the principal risks and ensuring the implementation of appropriate internal
controls and mitigation measures
The Board has established a risk management framework to identify, monitor and manage any
form of risks which may occur or have existed within the Group. The BRC led by an
Independent Non-Executive Director is formed to establish the framework and approaches on
all strategic and policy matters in relation to risk management within the Group. The
Management Risk Committee (“MRC”) led by the Chief Risk Officer reports to the BRC on all
risk management matters. More information on the Group’s risk management process is
outlined on Section 6 of this statement.
d) Succession planning
As part of the Company’s succession planning, the Company has appointed a Chief Operating
Officer in September 2014, a GCEO in February 2015 and a Chief Financial Officer (“CFO”) in
August 2015.
The Nomination Committee and the Remuneration Committee undertake yearly evaluation of
the performance of the key management staffs to ensure all such key positions being filled are
of sufficient calibre and are remunerated accordingly.
e) Overseeing the development and implementation of shareholder communications policy
The Board acknowledges the importance of shareholders being informed on all material business
and corporate matters affecting the Group. To that end, the Board is committed to provide to the
shareholders and investors accurate, useful and timely information about the Company’s
businesses and activities via timely release of quarterly announcement of financial results, annual
reports, press releases and other relevant announcements. All announcements are made available
on the Company’s website at www.tahps.com.my. Whilst the Company endeavours to provide as
much information as possible, the Company is aware of the legal and regulatory framework
governing the release of material and price sensitive information.
The Company’s primary contact with the shareholders is through the Executive Directors, GCEO and
Company Secretary. They will provide the feedback and responses to such queries accordingly and in
accordance with the regulatory framework set by the governing authorities.
f)
Reviewing the adequacy and integrity of management information and internal control system
The Board acknowledges the importance of having a sound framework of reporting on internal
controls and regulatory compliance to be continuingly in place within the Group. Details of the
Company’s internal control system and the review of its effectiveness have been outlined in the
Statement on Risk Management and Internal Control of this Annual Report.
ANNUAL REPORT 2016
21
1.3 Code of Conduct and Business Ethics
The Company has formalised a Code of Conduct and Business Ethics (“Code of Conduct”) for its
Directors to create an ethical corporate climate. The Code of Conduct serves as documentation of the
Directors' commitment to do business in a manner that is ethical, efficient, effective and fair. A summary
of the Code of Conduct is available at our website at www.tahps.com.my and it will be reviewed from
time to time by the Board.
For all employees, a Group Code of Conduct has been put in place and disseminated to them. As part of
its enforcement, all employees are required to declare that they will adhere to the provisions of the code.
The Company has in September 2013 implemented a whistleblowing policy whereby all employees are
encouraged to report genuine concerns or issues including but not limited to reporting of fraudulent
financial information, actual or suspected fraud, misappropriation of monies, misrepresentation,
concealment of facts or information with the intention to mislead, violation of laws and regulations,
endangerment of employees or public health and safety, violation of Company policies, taking or giving
kickbacks, bribes, favours, privileges, criminal offences, blackmailing and etc.
Any employee who has reasonable belief that there is serious malpractice relating to the matters disclose
at the above paragraph may direct such complaint and report to the Chairman of the Audit Committee in
writing. Management will ensure that any of its employee who raise a genuine complain in good faith shall
not be penalised for such disclosure and the identity of such complainant shall be kept confidential.
1.4 Sustainability
The Board regularly reviews the strategic direction of the Company, taking into account the governance,
social and environmental aspects of the Group’s business as part of its broader responsibility to clients,
shareholders and the communities in which it operates, and to deliver long term sustainable values to
the shareholders of the Company.
The Board promotes corporate governance in the application of sustainability practices throughout the
Group with the objective of translating these practices into better corporate performance.
The Company recognises the value of a diverse and skilled workforce and is committed in creating and
maintaining a collaborative workplace culture that will provide sustainability for the Company in the
future. The Group will continuously focus on raising the employment standards for the employees in
relation to their well-being, a good work-life balance and merit based approach to their career
development.
The Group will also continue to contribute the social, economic and institutional development of the
communities in which the Group operates. At the same time, the Group will place emphasis on the
environmental impact of its products and services and will continue to promote an environmentally
sustainable and responsible culture across the organisation.
1.5 Supply of Information
The Board shall receive the meeting agendas and relevant board papers at least 7 days before the
scheduled board meeting in order for the Directors to have sufficient time to peruse, obtain additional
information and/or seek further clarifications on matters to be deliberated. The Board papers are
presented in a concise manner and contain both quantitative and qualitative information which includes,
amongst others, minutes of Board Committees, summaries of EXCO meetings and other related
matters that require the Board’s deliberation and due approval. Senior Management and officers of the
Group are invited to attend Board meetings to report on matters relating to their areas of responsibility,
and to brief and provide explanations and details on recommendations and/or reports to be submitted
to the Board.
The Board’s deliberations of the issues discussed and conclusions reached are recorded in the
minutes of each meeting.
22
ANNUAL REPORT 2016
The Directors shall be notified of any corporate announcements released to Bursa Securities and the
impending restriction(s) in dealing with the securities of TAHPS prior to the announcement of financial
results or corporate proposals. Directors are also expected to observe the 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 Secretaries.
1.6 Company Secretaries
The Board is supported by suitable, qualified and competent Company Secretaries who are responsible for
providing support and guidance to the Board on issues relating to compliance with rules and regulations
and relevant laws affecting the Company as well as the best practices on governance matters.
The Company Secretaries roles are to organise and attend all Board meetings and Board Committees
meetings whereby during such meetings, the Company Secretaries shall ensure that all issues being
deliberated with the decision and conclusion reached are accurately and properly recorded and
documented. The Company Secretaries shall also record, prepare and circulate the minutes of the
meetings of the Board and Board Committees and ensure that the minutes are properly kept at the
registered office of the Company and readily available for inspection, if required. In addition, the Company
Secretaries shall facilitate the Board in conducting the annual Board Effectiveness Assessment.
1.7 Board Charter
The Board is guided by the Board Charter which was adopted on August 2013 whereby the abridged
version of the Board Charter is available at the Company’s website at www.tahps.com.my. The Board
Charter in summary addresses the following pertinent matters:
• The role and key objectives of the Board;
• The composition of the Board;
• The role and responsibilities of the Board and those delegated to the Board Committees and the
Managements;
• Investor relations and relationship with other stakeholders.
2. STRENGTHEN COMPOSITION
2.1 Nomination Committee
The Nomination Committee comprises exclusively of the following Independent Non-Executive
Directors of the Company:• Tan Sri Datuk Yong Poh Kon (Chairman)
• Dr. Chin Yoong Kheong
• Mr. Yap Koon
The Nomination Committee is guided by specific terms of reference and their duties are as follows:• Reviewing, recommending and considering candidates to the Board and its committees;
• Assessing the effectiveness of the Board as a whole, the committees of the Board and the
contribution of each individual Directors on an on-going basis to the Group;
• Assessing the balance of the Board membership and determining the core competencies and skills
required for the Board.
The Nomination Committee met twice during the financial year. The meetings were attended by all the
members of the Committee and the following activities have been carried out during the financial year:
• Reviewing the structure of the Board and the Board Committees;
• Reviewing the tenure of Independent Non-Executive Directors and their independence;
• Evaluating the performance of the Board and Board Committee;
• Nominating the directors who are due for retirement by rotation and are eligible to stand for
re-election; and
• Evaluating and determining the training needs of the Directors.
ANNUAL REPORT 2016
23
2.2 Develop, Maintain, Review the Criteria for the Recruitment Process and the Annual
Assessment of Directors
a)
Board Appointment Process
The Nomination Committee is responsible for identifying and recommending suitable candidates
for Board membership through a transparent and rigorous process. The Nomination Committee
has the liberty to rely on external opinions and services for such recommendations. The Board will
have the ultimate responsibility and final decision on such appointment. Notwithstanding the skills
and experiences of each candidate, the Nomination Committee takes into consideration the
following factors for the purposes of the appointment:• the candidate’s general understanding of the Group’s business;
• the candidate’s integrity, professionalism, qualification, time commitment, experience and
background;
• other factors that promote diversity in age, gender and experience; and
• in the case of candidates for the position of Independent Non-Executive Directors, whether such
candidate has met the requirements for independence as defined in the MMLR;
Upon deciding on their selection(s), the Nomination Committee will contact those identified
candidates to ascertain the candidate’s interest in serving the Company. The above process will
ensure that prospective Board member(s) have clarity on the nominating process as well as
Director/Board profiles, roles and responsibilities, expectations of time commitments and other
criteria as required.
The recruitment process concludes with an induction programme for a newly appointed director.
The induction programme shall allow the newly appointed director to understand the Company’s
vision and mission, the nature of the business, the corporate strategy and business plan, current
issues affecting the Group and the expectations of the Company concerning input from directors.
b)
Re-appointment and Re-election of Directors
The Articles of Association of the Company (“Articles”) provide that at least one-third of the
Directors are subject to retirement by rotation at each Annual General Meeting (“AGM”) and that all
Directors shall retire at least once in every three years. A retiring Director is eligible for re-election.
The Articles 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 AGM to be held following his appointment.
Directors over seventy years of age are required to retire and eligible to seek for re-appointment
annually in accordance with Section 129(6) of the Companies Act, 1965 (“Act”). The Company
does not have any term limit fixed for both Executive Directors and Independent Directors but the
Nomination Committee performs evaluation process annually. The tenure of an independent
director should not exceed a cumulative term of nine (9) years. Nevertheless, upon completion of
the nine (9) years, an Independent Director may continue to serve the Board subject to the
approval of shareholders to continue as an Independent Director or be re-designated as a
Non-Independent Director. The Company however believes that valuable contribution can be
obtained from a Director who has served the Company over a period of time since they would have
developed valuable insight of the Group and its businesses. Their continued contributions as
independent Directors provide benefit to the Board and the Group as a whole.
The Nomination Committee will provide its recommendation to the Board for the Board’s
recommendation to the shareholders for the re-election and re-appointment of a Director at the
AGM, in accordance with the Articles after evaluating the performance of such individual Director.
In determining whether to recommend a Director for re-election, the Director’s past attendance at
meetings, participation and contribution to the functioning of the Board and its committee will be
duly considered by the Nomination Committee.
24
ANNUAL REPORT 2016
c)
Annual Assessment
During the financial year, the Nomination Committee carried out performance evaluation of the
Board as a whole, the Board's Committees and each of the Directors with the assistance of the
Company Secretaries. The assessment involves the individual Directors and Board Committee
members completing separate evaluation questionnaires regarding the procedures implemented
by the Board and the Board Committees and also whether any improvement needs to be
considered to enhance the effectiveness of such procedures. They also undertook peer review in
which they assessed their fellow Directors’ performance. The results were compiled and analysed
by the Company Secretaries and presented and discussed at the Nomination Committee meeting
and subsequently at the Board Meeting.
d)
Board Diversity
The Board recognises diversity at the boardroom and in its workforce in terms of gender, ethnicity
and age as an essential component of good corporate governance. The Board has a policy of strict
adherence to the practice of non-discrimination of any form, whether based on race, age, religion
and gender throughout the organisation, including the selection of Board members. The Board
Diversity Policy is available on the Company’s website at www.tahps.com.my
The Company endeavours to maintain a good balance at the Board level and in its workforce:
• Composition by Gender
Gender
Male
Female
Total
Board Level
6
1
7
%
86
14
100
Workforce
99
86
185
%
53
47
100
%
100
100
Workforce
109
48
24
4
185
%
59
26
13
2
100
%
14
29
57
100
Workforce
28
37
72
46
2
185
%
15
20
39
25
1
100
• Composition by Ethnicity
Ethnicity
Malay
Chinese
Indian
Others
Total
Board Level
7
7
• Composition by Age
Age
< 30
31 – 40
41 – 50
51 – 60
> 60
Total
Board Level
1
2
4
7
ANNUAL REPORT 2016
25
2.3 Remuneration Policies and Procedures
The Remuneration Committee comprises exclusively Independent Non-Executive Directors and its
members are:• Dr. Chin Yoong Kheong (Chairman)
• Tan Sri Datuk Yong Poh Kon
• Mr. Yap Koon
The Remuneration Committee is guided by specific terms of reference and their duties are as follows:• Reviewing and approving the terms and conditions of employment as well as the remuneration
package in all its form for Executive Directors, Non-Executive Directors and senior key
management;
• Reviewing and approving annual salary increments, bonuses, fees and other emoluments for the
Executive Directors, Non-Executive Directors and senior key management; and
• Drawing external advice, where necessary, to ascertain and determine the remuneration package
for the directors and senior key personnel.
The Remuneration Committee met twice during the financial year. The meetings were attended by all
the members of the committee.
The Remuneration Committee and the Board ensure that the Company’s remuneration policy is in line
with the Company’s corporate objectives and aligned with the interest of shareholders of the Company.
Further, the remuneration packages of Directors and key senior management officers are sufficiently
attractive to attract and retain persons of high calibre.
The salient elements of the Directors’ remuneration policy are as follows:•
Non-Executives Directors
All Non-Executives Directors are paid fixed annual director fees as members of the Board and the
Board committees. The fees took into account the experience and level of responsibilities
undertaken by the individual Non-Executives Directors as well as the industrial and market practices
in determining the level of remuneration to be recommended to shareholders for approval.
Non-Executives Directors are also paid meeting attendance allowance of RM700.00 per meeting for
Board meetings and shareholders’ general meeting and RM500.00 per meeting for Board
committee’s meetings.
•
Executive Directors and Senior Key Management
The Executive Directors and senior key management’s remuneration and rewards link to the
corporate and individual performance. The performance is measured against the key performance
indices set in accordance with the Company’s annual budget and business plan.
Below is a summary of the Directors’ remuneration (including benefits-in-kind) in total during the
financial year ended 31 March 2016, proposed by the Remuneration Committee:-
Fees
Salaries and bonuses
Other Emoluments
Total
Executive Director
(RM’000)
1,735
208
1,943
Non-Executive Director
(RM’000)
519
29
548
A breakdown of the band for Directors remuneration is tabulated as below:Range of
Executive
Non-Executive
Remuneration
Directors
Directors
(RM)
100,001 – 150,000
600,001 – 650,000
26
1
3
ANNUAL REPORT 2016
4
-
Total
(RM’000)
519
1,735
237
2,491
3.
REINFORCE INDEPENDENCE
3.1 Independence on the Board
The Nomination Committee assesses the independence of the Independent Directors annually.
In the process of assessing the independence of an Independent Director, the following criteria, amongst
others, have been taken into account:
•
•
how the Independent Director demonstrated his/her effectiveness as an Independent Director as
prescribed by the MMLR and the ability of the Independent Directors to think and act independently
without the influence of the management;
the tenure of the Independent Director whereby if the tenure of the Independent Director exceeds a
cumulative of 9 years, the Board shall justify and seek shareholders’ approval at its AGM in the event
it retains such Director as an Independent Director.
Based on the above assessment, the Board is generally satisfied with the level of independence
demonstrated by all the Independent Directors, and their ability to bring independent and objective
judgement to board deliberations.
3.2 Tenure of Independent Directors and Shareholders’ Approval for Retention of Independent Director
The Code recommends that the tenure of an independent Director shall not exceed a cumulative term of
nine (9) 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 his/her independence and objective judgments
in Board deliberations shall not be a function of his/her length of service as an Independent Director.
Tan Sri Datuk Yong Poh Kon has served as an Independent Director of the company for a cumulative
period exceeding a term of more than 9 years. The Nomination Committee save for Tan Sri Datuk Yong
Poh Kon had assessed the independence of Tan Sri Datuk Yong Poh Kon and recommended to retain him
as an independent Director as he understands well the nature of businesses within the Group. In addition,
he can assist to ensure an effective check and balance in Board proceedings and continues to exercise
his independence and objective judgments 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 of the Company.
3.3 Roles of the Chairman and the Group Chief Executive Officer
There is no appointment of Chairman in the Board. Nevertheless, the meetings of the Board are normally
chaired by an Independent Non-Executive Director.
The GCEO who is not a member of the Board is responsible for the day to day management of the
Group’s business with power, discretions and delegations authorised by the Board.
3.4 Board Composition
The Board has seven members, comprising three Executive Directors, three Independent Non-Executive
Directors and one Non-Independent Non-Executive Director. The Board’s composition complies with
MMLR which require one-third of Board members to be independent directors. The Board members have
wide ranging experience and diverse backgrounds in various fields.
ANNUAL REPORT 2016
27
4.
FOSTER COMMITMENT
4.1 Board Commitment
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and
responsibilities as Directors of the Company. This is evidenced by the attendance record of the Directors at
Board Meetings during the financial year as set out below:
Name of Director(s)
Executive Directors
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms. Lim Wan Yee
Independent Non–Executive Directors
Mr. Yap Koon
Non–Independent Non–Executive Directors
Mr. Lim Kai Hee
No of Meetings Attended
4/5
5/5
1/5*
5/5
5/5
5/5
5/5
5/5
* Mr. Lim Kean Boon did not seek re-election at the 104th Annual General Meeting.
In order to facilitate the Directors’ time planning, an annual meeting calendar with scheduled dates for
meetings of the Board and Board Committees as well as the AGM are prepared and circulated to them in
advance before the beginning of every financial year.
In addition, a Director cannot hold more than five directorships in public listed companies. For any new
directorship, the director concerned shall notify the Board before such acceptance. None of the Directors of the
Company holds more than five directorships in public listed companies and is in compliance with the MMLR.
4.2 Directors' Training
The Board, through the Nomination Committee, will evaluate and determine the specific and continuous training
needs for each of the Directors on a regular basis. Continuous education and enrichment programmes are important
in keeping the Directors updated on regulatory and corporate governance developments, besides enhancing
professionalism and knowledge of the Directors in enabling them to discharge their duties more effectively.
All Directors, apart from attending the Mandatory Accreditation Programme which was accredited by Bursa
Securities have also, during the financial year attended other relevant training programmes and seminars
organised internally and externally:
Directors
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms. Lim Wan Yee
28
Training Programme
• Directors in-house training on Strata Management
Act 2013 & Strata Titles (Amendment) Act 2013
• Roles of Audit, Nomination and Compensation
Committees by Tricor Corporate
• Governance of Corporate Sustainability by KPMG
ANNUAL REPORT 2016
Date Attended
19.11.15
19.11.15
19.11.15
19.11.15
10.08.15
19.11.15
03.12.15
Directors
Mr. Yap Koon
Mr. Lim Kai Hee
Mdm Chang Wee Yon
5.
Training Programme
•
Board Strategic Leadership – Innovation & Growth
in Uncertain Times by FIDE Forum
•
FIDE Advanced Corporate Governance by ICLIF
•
Ethics Red Flags For Board of Directors by Bursa
•
BDO Tax Forum on Adapting to Change, Building
Towards Sustainable Growth by BDO
•
Malaysian Property Summit by Property Insight
•
Directors in-house training on Strata Management
•
•
•
Date Attended
21.5.15
21-22.09.15
03.11.15
03.11.15
14.11.15
19.11.15
19.11.15
19.11.15
19.11.15
UPHOLD INTEGRITY IN FINANCIAL REPORTING
5.1 Compliance with applicable financial reporting standards
The role of the Audit Committee is to assist the Board to oversee the process and quality of the financial
reporting which includes reviewing and monitoring the integrity of the financial statements and the
appropriateness of the Company’s accounting policies to ensure the accuracy, adequacy and
completeness of the report, as well as the compliance with the applicable financial reporting standards.
A full Audit Committee Report detailing its composition, terms of reference and a summary of activities
during the year is set out on pages 34 to 36 of this Annual Report.
The CFO updates the Audit Committee regularly on the Group’s financial performance and highlights key
issues in connection with the preparation of the financial results, including adoption of new accounting
standard/policies. The CFO is the primary officer responsible for ensuring that the Group is aware of
impending changes to the accounting standards and other relevant regulatory requirements and its
compliance.
The Group is determined to maintain a pool of experienced, skilled and knowledgeable accounting and
finance staffs. The accounting team is required to attend both internal and external training to keep
abreast of the development in the accounting standards and the changes in the regulatory requirements.
5.2 Evaluating the Suitability and Independence of External Auditors
The Audit Committee and the Board have established a transparent and professional relationship with
the External Auditors. The Audit Committee has explicitly accorded the authority to communicate directly
with both Internal and External Auditors.
The Audit Committee meets the External Auditors at least once a year to discuss their audit plan, audit
findings and the Group’s financial statements. Such meetings are held without the presence of the
Executive Directors and Management of the Group. This encourages greater exchange of independence
and open dialogue between both parties. Further, the Audit Committee procures a written confirmation
from the External Auditor that the auditors are, and have been independent throughout the conduct of the
audit engagement in accordance with relevant professional and regulatory requirements.
The Audit Committee has considered the non-audit services provided by the External Auditors during the
financial year in accordance with the non-audit services policy approved by the Board. The Audit
Committee had concluded that these services did not compromise the External Auditors’ independence
and objectivity as the amount of non-audit fees paid were not significant as compared to the total fees
paid. The amount of fees for such non-audit services amounted to RM43,160 up to the financial year
ended 31 March 2016.
In addition, the Audit Committee also annually reviews the suitability and effectiveness of the External
Auditors, by assessing its audit plan, proposed fees and the feedback from financial personnel of their
dealings with the External Auditors during the financial year.
ANNUAL REPORT 2016
29
6.
RECOGNISE AND MANAGE RISKS
6.1 Sound Framework to Manage Risks
The Board, during the financial year, has restructured the risk management framework by setting up the
BRC in place of the Risk Management Committee. The BRC is led by an Independent Non-Executive
Director with three Executive Directors being its members. The BRC is responsible in setting the direction
and approach on all strategic and policy matters in relation to risk management. On another layer, the
MRC comprising the senior Management of the Group i.e. the Chief Risk Officer, GCEO, Chief Operating
Officer ("COO") and CFO will report to the BRC in identifying, monitoring and managing the risks.
6.2 Internal Audit Functions
The Group has outsourced its internal audit function to Columbus Advisory Sdn Bhd. The internal auditor
reports to the Audit Committee periodically on its assessment of reviews covering the financial,
operational and compliance controls as well as risk management process.
The Statement on Risk Management and Internal Control as set out on pages 32 to 33 of this Annual
Report provides an overview of the state of internal controls within the Group.
7.
ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
7.1 Corporate Disclosure Policies and Procedures
The Group has a policy in place on corporate communications and disclosure stipulating the authorised
channels and personnel through which/whom certain information of the Group can be disclosed to the
external stakeholders.
The Company has also put in place an internal policy on confidentiality to ensure that confidential
information is handled properly by Directors, employees and relevant parties to avoid leakages and
improper use of such information.
Nevertheless, the Board is mindful that information which is material is required to be disseminated to the
shareholders timely and accurately and will be communicated through the following channel:
•
•
•
•
•
Announcement of quarterly results;
Annual report;
Press releases and announcement to media;
Dialogues and presentations at general meetings; and
All announcements made by the Company to Bursa will be made available on the Company’s
website at www.tahps.com.my
7.2 Leverage on Information Technology for Dissemination of Information
The Company’s website at www.tahps.com.my provides all relevant corporate information and is easily
accessible by the public. The Company’s website has also incorporated a section for ‘Investor Relation’
which provides all announcements made by the Company, annual reports and corporate social
responsibility events.
8.
STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS
8.1 Shareholder Participation at General Meeting
The shareholders of the Company are encouraged and given the opportunity during the AGM to raise
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. The
Company will endeavour to ensure that all Board members, senior Management and the Group’s External
Auditors are available to respond to shareholders' questions during the AGM / EGM as the case may be.
8.2 Encouragement of Poll Voting
At the AGM, the Chairman of the meeting will inform shareholders of their right to demand a poll vote on
substantive resolutions. With effect from 1 July 2016, all resolutions put forth at the AGM for a vote shall
be decided by poll.
8.3 Communication and Proactive Engagement with Shareholders
The Company’s primary contact with shareholders is through the Executive Directors, GCEO and
Company Secretaries. They will provide feedbacks and responses to queries. Any undisclosed material
information about the Company will not be made available to a shareholder unless it is already disclosed
in the public domain.
30
ANNUAL REPORT 2016
9.
STATEMENT OF DIRECTORS’ RESPONSIBILITY
The Directors are required under 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
MMLR, 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 2016 as
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.
ADDITIONAL COMPLIANCE INFORMATION
The following is presented in compliance with the MMLR:1. Utilisation of Proceeds
The Company did not raise funds through any corporate proposals during the financial year.
2. Share Buy-back
The Company did not carry out any share buy-back during the financial year.
3. Options, Warrants or Convertible Securities
The Company did not issue any options, warrants or convertible securities during the financial year.
4. Depository Receipt Programme
The Company did not participate in any Depository Receipt Programme.
5. 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.
6. 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 RM43,160.
7. 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 which ended 31 March 2016.
8. Profit Guarantees
There were no profit guarantees given by the Company during the financial year.
9. 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.
10. Revaluation Policy
The Company did not revalue its landed properties.
ANNUAL REPORT 2016
31
Board's Responsibility
The Board in discharging its responsibilities is fully committed to maintain a sound system of risk management
and 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 has established an on-going process to identify, evaluate and manage significant risks faced by the
Group. This is embedded in the risk management framework and internal control system. Such systems are
designed to manage rather than to eliminate the risk of failure in achieving the Group’s business objectives and
further to such aims, the systems only provide reasonable and not absolute assurance against material
misstatement or loss. Periodic reviews are carried out to assess the effectiveness, adequacy and integrity of
such systems.
Risk Management Framework
The Board has formalised a risk management framework that prescribes a structured and integrated
approach in managing the key business risks with the aim of safeguarding the shareholders’ interests and
the Group’s assets.
The Board has delegated the oversight of the risk management to the BRC although the Board retains the
overall accountability for the Group’s risk profile. The BRC is led by an Independent Non-Executive Director
with the Executive Directors as the members. The BRC is responsible in setting the directions and
approaches on all strategic and policy matters in relation to risk management within the Group. Furthermore,
the BRC shall also provide guidance in the development of appropriate and effective risk response strategies
and contingency plans as well as monitoring the overall risk profile and risk tolerance within the Group.
At the senior Management level, a Management Risk Committee (“MRC”) is established and led by the Chief
Risk Officer (“CRO”) with the CEO, COO and the CFO as the members. The MRC is responsible in
identifying, monitoring and managing any such potential and existing risks within the Group. The CRO will
facilitate a continual risk management process to identify, evaluate, monitor and manage significant risks
that the Group faces in its businesses and operations. The respective risk owners will update the key risk
registers at specific interval i.e. half yearly and submit to the MRC. The MRC will deliberate the key risks and
the planned action with the risk owners to ascertain if those risks are mitigated and managed appropriately
before tabled to the BRC and the Board.
Key Risk Management and Internal Control Processes
The Board has established a number of key processes in reviewing the adequacy and integrity of the
Group's risk management and internal control systems which include the following:
1. Organisation structure and delegation of authority
An organizational structure with clearly defined lines of responsibility and authority has been established.
The discretionary authority limits delegated to the EXCO and to the senior Management are reviewed from
time to time.
2. Policies and Procedures
Operational policies and procedures are formalised to serve as a guiding principle to all employees within
the Group for their day-day activities. It shall be periodically reviewed and updated to cater for the changing
business environment.
3. Internal audit function
The Group outsourced its internal audit function to Columbus Advisory Sdn Bhd. The internal auditor shall
carry out regular internal audit visits, which involve independent evaluation of the effectiveness of internal
controls and highlighting risk areas impacting the Group to the Audit Committee. The annual internal audit
plan is reviewed and approved by the Audit Committee.
32
ANNUAL REPORT 2016
4. Board and Board Committee meetings
Periodic Board and Board Committee meetings are held 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 Securities for public
release.
5. Planning, monitoring and reporting
• An annual budget and business plan is prepared and submitted by all business divisions for the
forthcoming year. These business plans and budgets are deliberated upon and approved by the Board
before implementation.
• The updates on the Group’s performance against budget are provided to the EXCO on monthly basis.
6. Management Meetings
The Working Committee (“WC”) of each business division meets on a monthly basis to review, deliberate
and resolve various operational issues, financial performance against budget, legal and regulatory matters.
EXCO will also meet the WC on monthly basis to deliberate on similar matters mentioned above. The
minutes of EXCO’s meetings are included in the papers for quarterly Board meetings and the minutes of the
WC meetings are made available to the Board via a network storage media.
Conclusion
The Board is satisfied that the risk management and internal control system are operating adequately and
effectively for the year under review, and up to the date of approval of this Statement to safeguard
shareholders’ interest and Group’s assets. The Board has received assurance from the senior Management
that the risk management and internal control system was operating satisfactorily during the financial year
under review 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 MMLR, 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.
ANNUAL REPORT 2016
33
Audit Committee Report
1. COMPOSITION
The Audit Committee during the financial year comprised the following:
Mr. Yap Koon
- Independent Non-Executive Director, Chairman
- Independent Non-Executive Director
Tan Sri Datuk Yong Poh Kon - Independent Non-Executive Director
2. TERM OF REFERENCE
a) Members
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall
fulfill the following:
•
not fewer than three members;
•
all members must be Non-Executive Directors with a majority of them being independent directors;
•
at least one member of the Audit Committee must be a member of the Malaysian Institute of
Accountants or if he is not a member of the Malaysian Institute of Accountants, must have at least
three years’ working experience and:
o he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants
Act 1967;
o 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;
o fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.
•
no alternate director shall be appointed as an Audit Committee member; and
•
one of the Audit Committee members who is an independent director shall be appointed as Audit
Committee Chairman by the members of the Audit Committee.
b) Quorum
The majority of the members who must be independent directors present shall form a quorum. The
minimum quorum for the Audit Committee’s meeting is two members present, and in such case, both of
them must be independent directors to constitute a quorum.
c) 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:
• 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.
• the notice to be given of such meetings
• the voting and proceedings of such meetings
• the keeping of minutes; and
• the custody, production and inspection of such minutes.
d) Functions and duties
The duties and functions of the Committee shall be:
• 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.
•
34
To review the quarterly results and annual financial statements before submission to the Board, to
consider on matters such as:
o going concern assumption;
o any changes in accounting policies and practices;
o significant adjustments resulting from the audit and unusual events;
o compliance with accounting standards;
o compliance with stock exchange and legal requirements;
o major judgemental areas.
ANNUAL REPORT 2016
•
To review the following and report the same to the Board:
o Review of the audit plan, the evaluation of the internal controls system and the audit report with the
external auditors;
o The assistance given by the employees of the Group to the external auditors;
o 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;
o The internal audit programme, processes, the results of the internal audit programme, processes or
investigation undertaken and whether or not appropriate actions have been taken on the
recommendations from the internal audit report;
o 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.
3. 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
Mr. Yap Koon (Chairman)
No. of meetings attended
4/4
4/4
4/4
GCEO, CFO, Heads of Divisions, Internal Auditors and External Auditors were in attendance at the meetings,
where necessary.
4. ACTIVITIES OF THE COMMITTEE
During the financial year under review, the Audit Committee carried out the following activities and in
discharging its duties as outlined in the term of reference:
a) Financial Reporting
• Reviewed the quarterly unaudited financial results before submission to the Board for consideration,
approval and release to Bursa Securities;
• Reviewed the Company’s annual audited financial statements and issues arising from the statutory audit;
• Reviewed and recommended the Audit Committee Report, Statement on Corporate Governance and
Statement of Risk Management and Internal Control for inclusion in the Company’s Annual Report.
b) External Audit
• Reviewed the audit planning memorandum before commencement of annual audit;
• Reviewed the findings of the external auditors arising from the annual audit, if any;
• Reviewed the independence of the external auditors and had received written assurance that the
external auditors are independent throughout the conduct of the audit.
• Evaluated the performance and effectiveness of the external auditors and recommended to the Board
for reappointment.
c) Internal Audit
• Reviewed and approved internal audit plans;
• Reviewed the internal audit reports, its audit findings, the management responses to the audit findings
and the appropriate actions to be taken.
d) Related Party Transactions
• Reviewed the related party transactions entered into by the Group.
ANNUAL REPORT 2016
35
5. INTERNAL AUDIT FUNCTION
The internal audit function is outsourced to Columbus Advisory Sdn Bhd (“Internal Auditor), a professional
internal audit services firm with the objective of assisting the Audit Committee in the discharge of its duties and
responsibilities. The Internal Auditor reports directly to the Audit Committee and 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 for further improvement. The Internal Auditor will
present its yearly Internal Audit Plan, which includes the scope and functions of the internal audit for
consideration and approval by the Audit Committee.
During the financial under review, the following areas were audited:
a) Property Divisions
• Sales and marketing;
• Project management;
• Contractor management;
• Product quality control;
• Financial management
b) Plantation Division
• Estate management
• Workers management
• Assets management
• Sub-contractor management
The audit report issued by the Internal Auditor has highlighted the findings of its audit together with
recommendation for improvements. Management has responded to the audit findings and recommendations
and has committed a timeframe to implement the corrective and preventive measures.
The costs incurred for maintaining the internal audit function for the financial year under review was RM38,000.
6. 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.
Kretay Estate
36
ANNUAL REPORT 2016
38
39
40
41
42
43
44
45
46
47
48
49

annual report 2016 - Bursa Malaysia Stock

Transcription

Similar documents

2015 Agriculture Federal Credit Union (AgFed) Board of Directors

Untitled - Caja Rural Granada

I`m helping to end MS by participating in the 2016 Jayman BUILT MS

to File 2 in PDF file

Minutes - Rancho California Water District

PDF

1.eps - Moneycontrol

sanbonani holiday spa share block limited

Page 1 Juty ea Z0tt kb filb $srmilncls Amrai,ul €t ffiEIS*ES roR ffi ffi

Liability Waiver - Sawtooth-GBO -