we’re quite social.
Pinterest Youtube Instagram
( DOWNLOAD PDF ) ( SHOW MORE )

Audit Committee

( MEMBERS )

 

Eu Peng Meng @Leslie Eu

( Chairman/Independent Non-Executive Director )

 

Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman

( Member/Independent Non-Executive Director )

 

Dato' Cheong Keap Tai

(Member/Independent Non-Executive Director)

 

( Primary Purposes )

The Committee shall –

1. Provide assistance to the Board of Directors ( "Board" ) in fulfilling its fiduciary responsibilities relating to the corporate accounting and practices for YTL Land & Development Berhad and its subsidiaries ( "Group" ).

2. Assist to improve the Company and the Group's business efficiency, the quality of the accounting function, the system of internal controls and the audit function to strengthen the confidence of the public in the Company and the Group's reported results.

3. Maintain through regularly scheduled meetings, a direct line of communication between the Board and the external auditors as well as internal auditors.

4. Enhance the independence of both the external and internal auditors' function through active participation in the audit process.

5.Strengthen the role of the Independent Directors by giving them a greater depth of knowledge as to the operations of the Company and of the Group through their participation in the Committee.

6. Act upon the Board's request to investigate and report on any issues or concerns in regard to the management of the Company and the Group.

7. Review existing practices and recommend to management to formalise an ethics code for all executives and members of the staff of the Company and the Group.

8. Instil discipline and control to reduce incidence of fraud.

 

( Composition )

1. The Committee shall be appointed by the Board from amongst their number and shall comprise no fewer than three (3) members, all of whom must be non-executive directors, with a majority of them being Independent Directors.

2. At least one member of the Audit Committee:-

(a) must be a member of the Malaysian Institute of Accountants; or

(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years' working experience and:-

(i) he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or  

(ii) he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or 

(c) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad ("Bursa Securities").

3. The Board must ensure that no alternate Director is appointed as a member of the Audit Committee.

4. The members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Director. 5. In the event of any vacancy in the Committee resulting in the non-compliance of sub-paragraph 15.09(1) of the Bursa Securities Main Market Listing Requirements ("Main LR"), the Company must fill the vacancy within three (3) months.

 

( Authority )

The Committee shall in accordance with the procedure determined by the Board and at the cost of the Company –

1. have explicit authority to investigate any matter within its terms of reference; 

2. have the resources which are required to perform its duties; 

3. have full and unrestricted access to any information pertaining to the Company and the Group; 

4. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; 

5. be able to obtain independent professional or other advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary; 

6. be able to convene meetings with the internal auditors without the presence of other directors and employees of the Company, whenever deemed necessary; and 

7. to meet with the external auditors at least twice a year without the presence of the other directors and employees of the Company.

 

( Functions and Duties )

The Committee shall, amongst others, discharge the following functions –  

1.Financial Reporting

( a ) Review the quarterly financial results and annual financial statements, prior to its recommendation to the Board for approval, focusing particularly on–

  • changes in or implementation of major accounting policies and practices;
  • significant and unusual events;
  • the accuracy and adequacy of the disclosure of information essential to a fair and full presentation of the financial affairs of the Company and the Group;
  • compliance with appplicable approved accounting standards, other statutory and legal requirements and the going concern assumption.
2. External Audit

( a ) Review the audit plan, scope of audit and audit report with the external auditors;

( b ) Review with the external auditors their evaluation of the system of internal controls, during the course of their audit, including any significant suggestions for improvements and management's response;

( c ) Recommend the nomination of a person or persons as external auditors and the audit fee;

( d ) Review any letter of resignation from the external auditors of the Company;

( e ) Review whether there is reason (supported by grounds) to believe that the Company's external auditors are not suitable for re-appointment;

( f ) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the external auditors.

3. Internal Audit

( a ) Review 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;

( b ) Review the internal audit programme, 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;

( c ) Review any significant audit findings, reservations, difficulties encountered or material weaknesses reported by the internal auditors.

4. Related Party Transactions

( a ) Review any related party transaction and conflict of interest situation that may arise within the Company/Group and any related parties outside the Company/Group including any transaction, procedure or course of conduct that raises questions of management integrity.

5. Employees Share Option Scheme ( "ESOS" )

( a ) Verify allocation of share options to the eligible employees pursuant to the criteria set out in the By-Laws of the ESOS in accordance to the Main LR.

6. Other Matters

( a ) Carry out any other function that may be mutually agreed upon by the Committee and the Board which would be beneficial to the Company/ Group and ensure the effective discharge of the Committee's duties and responsibilities;

( b ) Promptly report to Bursa Securities on any matter reported by it to the Board of the Company which has not been satisfactorily resolved resulting in a breach of the Main LR.

 

( Meetings )

1. To form a quorum in respect of a meeting of the Committee, the majority of members present must be Independent Directors.

2. The Committee shall meet at least five (5) times a year, although additional meetings may be called at any time at the discretion of the Chairman of the Committee.

3. An agenda shall be sent to all members of the Committee and any other persons who may be required/invited to attend. All meetings to review the quarterly financial results and annual financial statements, shall be held prior to such quarterly financial results and annual financial statements being presented to the Board for approval.

4. Notwithstanding item 2 above, upon the request of any member of the Committee, the external auditors or the internal auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter which should be brought to the attention of the Directors or shareholders.

5. The external auditors and internal auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so by the Committee.

6. The Committee may invite any Board member or any member of the management within the Company/ Group whom the Committee thinks fit to attend its meetings to assist in resolving and clarifying matters raised in audit reports.

7. The internal auditors shall be in attendance at meetings of the Committee to present and discuss the audit reports of findings and the recommendations relating thereto and to follow up on decisions made at these meetings.

8. The Committee may establish any regulations from time to time to govern its administration.

 

( Minutes )

1. The Secretary shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Committee. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated.

2. Minutes of each meeting shall also be distributed to the members of the Committee prior to each meeting.

3. Detailed minutes of the Committee's meetings will be made available to all Board members. A summary of significant matters and resolutions will be reported to the Board by the Committee. 

4. The books containing the minutes of proceedings of any meeting of the Committee shall be kept by the Company at the registered office of the Company and shall be opened to the inspection of any member of the Committee or the Board.

 

( Secretary )

The Secretary to the Committee shall be the Company Secretary.

 

( Summary of Activities )

In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the financial year ended 30 June 2015 in discharging its functions –

1. Financial Reporting

(a) Reviewed the quarterly financial results and annual financial statements to ensure compliance with the Main LR, Financial Reporting Standards and other statutory and regulatory requirements prior to its recommendation to the Board for approval.

2. External Audit

(a) Reviewed the external auditors' scope of work and their audit plan and recommended the proposed audit fee to the Board for approval;

(b) Reviewed with the external auditors on the findings of their audit, the audit report and internal control recommendations in respect of control weaknesses noted in the course of their audit.

3. Internal Audit

(a) Reviewed the internal auditors' audit plan to ensure adequate scope and coverage of activities of the Company and the Group;

(b) Reviewed with the internal auditors, the internal audit reports on their findings and recommendations and management's responses thereto and ensure that material findings are adequately addressed by management;

(c) Reviewed the adequacy and competency of the internal audit function and the profiles of the internal auditors.

4. Related Party Transactions

(a) Reviewed the recurrent related party transactions ("RRPT") of a revenue or trading nature within the Company/Group prior to its recommendation to the Board for approval for inclusion in the circular to the shareholders in relation to the proposed renewal of shareholder mandate and new shareholder mandate for RRPT.

5. Annual Report

(a) Reviewed the Audit Committee Report and the Statement on Risk Management and Internal Control and recommended to the Board for approval prior to theirinclusion in the Company's Annual Report.

 

( Internal Audit Function )

The objective of the Internal Audit ("IA") is to help management evaluate the effectiveness and efficiency of the internal control systems. The IA is part of the Company and the Group's governance system, and according to the Malaysian Code of Corporate Governance, the IA is in charge of supervising internal control activities. IA's goal is to focus mainly on risk-based audits related to operations and compliance that are aligned with the risks of the Company and the Group to ensure that the relevant controls addressing those risks are reviewed. 

The activities of the internal audit function during the year under review include –

1. Developed the annual internal audit plan and proposed the plan to the Committee.

2. Conducted scheduled and special internal audit engagements, focusing primarily on the effectiveness of internal controls and recommended improvements where necessary.

3. Conducted follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit reports.

4. Presented significant audit findings and areas for improvements raised by the IA to the Committee for consideration on the recommended corrective measures together with the management's response. 

5. Conducted recurrent related party transactions reviews to assess accuracy and completeness of reporting.  6. Conducted discussions with management in identifying significant concerns and risk areas perceived by management for inclusion in the internal audit plan.

Costs amounting to RM98,264 were incurred in relation to the internal audit function for the financial year ended 30 June 2015.

 

( NUMBER OF MEETINGS HELD AND DETAILS OF ATTENDANCE )

During the financial year, a total of five Audit Committee Meetings were held and the details of attendance are as follows –             

 

                                                                                                           Attendance

Eu Peng Meng @ Leslie Eu                                                                        5

Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman                         5

Dato' Cheong Keap Tai                                                                               5

( DOWNLOAD PDF ) ( SHOW MORE )

Corporate Governance Statement

( INTRODUCTION )

The Board of Directors ("Board") of YTL Land & Development Berhad ("YTL L&D" or "Company") remains firmly committed to ensuring an appropriate and sound system of corporate governance throughout the Company and its subsidiaries ("YTL L&D Group"). The YTL L&D Group has a long-standing commitment to corporate governance and protection of shareholder value, which has been integral to the YTL L&D Group's achievements and strong financial profile to date.

The YTL L&D Group's corporate governance structure is a fundamental part of the Board's responsibility to protect and enhance long-term shareholder value and the financial performance of the YTL L&D Group, whilst taking into account the interests of all stakeholders.

In implementing its governance system and ensuring compliance with the Main Market Listing Requirements ("Listing Requirements") of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Board has been guided by the principles and recommendations of the Malaysian Code on Corporate Governance 2012 ("Code").

The Board is satisfied that the Company has, in all material aspects, complied with the principles and recommendations of the Code for the financial year ended 30 June 2015. This statement explains the Company’s application of the principles and compliance with the recommendations as set out in the Code for the financial year under review, including, where otherwise indicated, explanations of its alternative measures and processes.

 

( ROLES & RESPONSIBILITIES OF THE BOARD )

YTL L&D is led and managed by an experienced Board with a wide and varied range of expertise to address and manage the complexity and scale of the YTL L&D Group's operations. This broad spectrum of skills and experience ensures the YTL L&D Group is under the guidance of an accountable and competent Board. The Directors recognise the key role they play in charting the strategic direction, development and control of the YTL L&D Group. Key elements of the Board’s stewardship responsibilities include those set out in Code:

  • Reviewing and adopting strategic plans for the YTL L&D Group;   
  • Overseeing the conduct of the YTL L&D Group's business operations and financial performance;
  • Identifying principal risks affecting the YTL L&D Group’s businesses and maintaining a sound system of internal control and mitigation measures;
  • Succession planning;
  • Overseeing the development and implementation of shareholder communications policies; and
  • Reviewing the adequacy and integrity of the YTL L&D Group's management information and internal controls system.
The Managing Director and Executive Directors are accountable to the Board for the profitability and development of the YTL L&D Group, consistent with the primary aim of enhancing long-term shareholder value. The Independent Non-Executive Directors have the experience and business acumen necessary to carry sufficient weight in the Board’s decisions and the presence of these Independent Non-Executive Directors brings an additional element of balance to the Board as they do not participate in the day-to-day running of the YTL L&D Group.

The roles of Executive and Non-Executive Directors are differentiated, both having fiduciary duties towards shareholders. Executive Directors have a direct responsibility for business operations whereas Non-Executive Directors have the necessary skill and experience to bring an independent judgment to bear on issues of strategy, performance and resources brought before the Board. The Executive Directors are collectively accountable for the running and management of the YTL L&D Group's operations and for ensuring that strategies are fully discussed and examined, and take account of the long-term interests of shareholders, employees, customers, suppliers and the many communities in which the YTL L&D Group conducts its business.

The Directors also observe and adhere to the Code of Ethics for Company Directors established by the Companies Commission of Malaysia, which encompasses the formulation of corporate accountability standards in order to establish an ethical corporate environment.

In the discharge of their responsibilities, the Directors have established functions which are reserved for the Board and those which are delegated to management. Key matters reserved for the Board's approval include overall strategic direction, business expansion and restructuring plans, material acquisitions and disposals, expenditure over certain limits, issuance of new securities and capital alteration plans. Further information on authorisation procedures, authority levels and other key processes can also be found in the Statement on Risk Management & Internal Control set out in the Annual Report.

The Board believes sustainability is integral to the long-term success of the YTL L&D Group. Further information on the YTL L&D Group's sustainability activities can be found in the Chairman's Statement in the Annual Report.The Board's functions are governed and regulated by the Memorandum and Articles of Association of the Company and the various applicable legislation, Listing Requirements and other regulations and codes. The Board’s charter was formalised during the financial year ended 30 June 2014 and a copy can be found under the "Governance" section on the Company’s website at www.ytlland.com.

The Directors are fully apprised of the need to determine and disclose potential or actual conflicts of interest which may arise in relation to transactions or matters which come before the Board. In accordance with applicable laws and regulations, the Directors formally disclose any direct or indirect interests or conflicts of interests in such transactions or matters as and when they arise and abstain from deliberations and voting at Board meetings as required.

The Directors have full and unrestricted access to all information pertaining to the YTL L&D Group's business and affairs to enable them to discharge their duties. Prior to each Board meeting, all Directors receive the agenda together with a comprehensive set of Board papers encompassing qualitative and quantitative information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting.

Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board’s deliberation, approval or knowledge, progress reports on the YTL L&D Group's operations and detailed information on corporate proposals, major fund-raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors’ queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during the Board meeting.

All Directors have full access to the advice and services of the Company Secretary who consistently ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors' responsibilities in complying with relevant legislation and regulations. The Company Secretary works very closely with management for timely and appropriate information, which will then be passed on to the Directors. In accordance with the Board’s procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Company.

The Directors have full and unrestricted access to all information pertaining to the YTL L&D Group's business and affairs to enable them to discharge their duties. Prior to each Board meeting, all Directors receive the agenda together with a comprehensive set of Board papers encompassing qualitative and quantitative information relevant to the business of the meeting. This allows the Directors to obtain further explanations or clarifications, where necessary, in order to be properly briefed before each meeting.

Board papers are presented in a consistent, concise and comprehensive format, and include, where relevant to the proposal put forward for the Board’s deliberation, approval or knowledge, progress reports on the YTL L&D Group's operations and detailed information on corporate proposals, major fund-raising exercises and significant acquisitions and disposals. Where necessary or prudent, professional advisers may be on hand to provide further information and respond directly to Directors’ queries. In order to maintain confidentiality, Board papers on issues that are deemed to be price-sensitive may be handed out to Directors during the Board meeting.

All Directors have full access to the advice and services of the Company Secretary who consistently ensures that Board procedures are adhered to at all times during meetings and advises the Board on matters including corporate governance issues and the Directors' responsibilities in complying with relevant legislation and regulations. The Company Secretary works very closely with management for timely and appropriate information, which will then be passed on to the Directors. In accordance with the Board’s procedures, deliberations and conclusions in Board meetings are recorded by the Company Secretary, who ensures that accurate and proper records of the proceedings of Board meetings and resolutions passed are recorded and kept in the statutory register at the registered office of the Company.

 

( COMPOSITION & INDEPENDENCE OF THE BOARD )

The Board currently has 10 Directors, comprising 6 executive members and 4 non-executive members, 3 of whom are independent. This provides an effective check and balance in the functioning of the Board, and complies with the Listing Requirements, which require one-third of the Board to be independent.

In accordance with the Company's Articles of Association, at least one-third of the Directors are required to retire from office at each Annual General Meeting ("AGM") and may offer themselves for re-election by rotation. Directors who are appointed by the Board during the financial year are subject to re-election by shareholders at the next AGM held following their appointments. Directors who are over seventy years of age are required to submit themselves for re-appointment by shareholders annually in accordance with Section 129 of the Companies Act 1965. The names of Directors seeking reelection at the forthcoming AGM are disclosed in the Notice of Annual General Meeting in the Annual Report and their details can be found in the Profile of the Board of Directors which is available under the "Governance" section on the Company's website at www.ytlland.com. 

The Nominating Committee, which was established by the Board on 23 May 2013, is now responsible for assessing suitable candidates for appointment to the Board for approval, taking into account the required mix of skills, experience and expertise of members of the Board before submitting its recommendation to the Board for decision. Further information on the activities of the Nominating Committee can be found in the Nominating Committee Statement which is available under the "Governance" section on the Company’s website at www.ytlland.com. 

Directors' remuneration is decided in line with the objective recommended by the Code to determine the remuneration for Directors so as to attract, retain, motivate and incentivise Directors of the necessary calibre to lead the YTL L&D Group successfully. In general, the remuneration of the Directors is reviewed against the performance of the individual and the YTL L&D Group. The Executive Directors' remuneration consists of basic salary, other emoluments and other customary benefits as appropriate to a senior management member. The component parts of remuneration are structured so as to link rewards to performance. Directors do not participate in decisions regarding their own remuneration packages and Directors' fees must be approved by shareholders at the AGM.

Details of the aggregate remuneration of Directors categorised into appropriate components and the range of remuneration for each Director can be found in Note 8 in the Notes to the Financial Statements in the Annual Report. Details are not shown with reference to Directors individually, both for security reasons and because the Board believes that such information will not add significantly to the understanding and evaluation of the YTL L&D Group's standards of corporate governance.

In order to ensure balance of authority and accountability, the roles of the Chairman and the Managing Director are separate and distinct, and these positions are held by separate members of the Board. The Chairman, who is a non-executive member of the Board, is  primarily responsible for the orderly conduct and effectiveness of the Board whereas the Managing Director oversees the day-to-day running of the business, implementation of Board policies and making of operational decisions, in addition to advancing relationships with regulators and all other stakeholders.

 

( BOARD COMMITMENT )

In accordance with the Listing Requirements, each member of the Board holds not more than five directorships in public listed companies. This ensures that their commitment, resources and time are focused on the affairs of the YTL L&D Group thereby enabling them to discharge their duties effectively. The details of each Director’s attendance of Board meetings and training programmes attended during the year under review are disclosed in the Profile of the Board of Directors and Nominating Committee Statement which are available under the "Governance" section on the Company’s website at www.ytlland.com.

 

( INTEGRITY IN FINANCIAL REPORTING )

The Company has in place an Audit Committee which comprises 3 Non-Executive Directors, in compliance with the Listing Requirements which require all the members of the Audit Committee to be non-executive members. The Audit Committee holds quarterly meetings to review matters including the YTL L&D Group’s financial reporting, the audit plans for the financial year and recurrent related party transactions, as well as to deliberate the findings of the internal and external auditors.

The Audit Committee has established formal and professional arrangements for maintaining an appropriate relationship with the Company’s external auditors, Messrs Ernst & Young. The external auditors also attend each AGM in order to address clarifications sought pertaining to the audited financial statements by shareholders.

The Directors are responsible for ensuring that financial statements are drawn up in accordance with the Companies Act 1965, the Listing Requirements, applicable Malaysian Financial Reporting Standards and International Financial Reporting Standards. The Statement of Directors' Responsibilities made pursuant to Section 169 of the Companies Act 1965 is set out in the Annual Report.

In presenting the financial statements, the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, to present a true and fair assessment of the Company’s position and prospects. Interim financial statements were reviewed by the Audit Committee and approved by the Board prior to release to Bursa Securities.

 

( RISK MANAGEMENT )

The Board acknowledges its overall responsibility for maintaining a sound system of risk management and internal control to safeguard the investment of its shareholders and the YTL L&D Group's assets. Details of the YTL L&D Group’s system of risk management and internal control and its internal audit function are contained in the Statement on Risk Management & Internal Control and the Audit Committee Report in the Annual Report.

 

( CORPORATE DISCLOSURE & COMMUNICATION WITH SHAREHOLDERS )

The YTL L&D Group values dialogue with investors and constantly strives to improve transparency by maintaining channels of communication with shareholders and investors that enable the Board to convey information about performance, corporate strategy and other matters affecting stakeholders’ interests. The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder value and recognises the importance of timely dissemination of information to shareholders.

Accordingly, the Board ensures that shareholders are kept well informed of any major development of the YTL L&D Group. Such information is communicated through the Annual Report, the various disclosures and announcements to Bursa Securities, including quarterly and annual results, and corporate websites. Corporate information, annual financial results, governance information, business reviews and future plans are disseminated through the Annual Report, whilst current corporate developments are communicated via the Company’s corporate website at www.ytlland.com and the YTL Corporation Berhad Group’s community website at www.ytlcommunity.com, in addition to prescribed information, including its interim financial results, announcements, circulars, prospectuses and notices, which is released through the official website of Bursa Securities.

The Managing Director and the Executive Directors meet with analysts, institutional shareholders and investors throughout the year not only to promote the dissemination of the YTL L&D Group’s financial results but to provide updates on strategies and new developments to ensure better understanding of the YTL L&D Group’s operations and  activities. Presentations based on permissible disclosures are made to explain the YTL L&D Group’s performance and major development programs. Whilst efforts are made to provide as much information as possible to its shareholders and stakeholders, the Directors are cognisant of the legal and regulatory framework governing the release of material and sensitive information so as to not mislead its shareholders. Therefore, the information that is price-sensitive or that may be regarded as undisclosed material information about the YTL L&D Group is not disclosed to any party until after the prescribed announcement to Bursa Securities has been made.

The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for shareholders to raise questions pertaining to issues in the Annual Report, corporate developments in the YTL L&D Group, the resolutions being proposed and the business of the YTL L&D Group in general at every general meeting of the Company. The notice of the AGM and a circular to shareholders in relation to the renewal of the Company’s share buy-back and recurrent related party transactions mandates, if applicable, are sent to shareholders at least 21 days prior to the AGM in accordance with the Listing Requirements and the Companies Act 1965 in order to enable shareholders to review the YTL L&D Group’s financial and operational performance for the financial year and to fully evaluate new resolutions being proposed. 

The Managing Director and Executive Directors take the opportunity to present a comprehensive review of the progress and performance of the YTL L&D Group and provide appropriate answers in response to shareholders’ questions during the meeting, thereby ensuring a high level of accountability, transparency and identification with the YTL L&D Group’s business operations, strategy and goals. Each item of special business included in the notice of the meeting is accompanied by an explanatory statement for the proposed resolution to facilitate full understanding and evaluation of the issues involved.

The rights of shareholders, including the right to demand for a poll, are found in the Articles of Association of the Company. At the 74th AGM of the Company, held on 25 November 2014, the resolutions put forth for shareholders’ approval were voted on by a show of hands as there were no shareholder demands for voting to be done by way of a poll.

This statement was approved by the Board of Directors on 20 August 2015.

( DOWNLOAD PDF ) ( SHOW MORE )

Nominating Committee Statement

( NOMINATING COMMITTEE ("NC") ) 

The NC was established on 23 May 2013. The terms of reference of the NC provide that it shall comprise no fewer than three members, all of whom must be non-executive Directors, with a majority being independent directors.

Members of the NC are as follows –

  • Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman (Chairman)
  • Dato' Cheong Keap Tai
  • Eu Peng Meng @ Leslie Eu
The NC met once during financial year ended  30 June 2015, attended by all members.

The primary purpose of the NC is to provide assistance to the Board of Directors of YTL Land & Development Berhad (the "Company") ("Board") in overseeing the selection and assessment of Directors to ensure that the composition of the Board meets the need of the Company and its subsidiaries ("YTL Land Group"). The functions and duties of the NC include, inter alia, the following:

i.   Formulating the nomination, selection and succession policies for the members of the Board;

ii.  Making recommendations to the Board on candidates for appointments, re-election/re-appointment of Directors to the Board and/or Board Committees;

iii. Reviewing the composition in terms of appropriate size, mix of skills, experience, competencies and other qualities of the Board annually;

iv. Assessing annually the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee;

v.  Establishing a set of quantitative and qualitative performance criteria to evaluate the performance of the members of the Board;

vi. Developing criteria for assessing independence for application by the Board upon admission, annually and when any new interest or relationship develops;

vii. Facilitating and determining Board induction and training programmes.

 

( Activities of the NC for the financial year ended 30 June 2015 )

( ( a )  Board nomination and election process and criteria used )

The NC is responsible for considering and making recommendations to the Board candidates for directorship when the need arises such as to fill a vacancy arising from resignation or retirement or to close any skills, competencies or diversity gap that has been identified. Candidates may be proposed by the Managing Director or any Director or shareholder and must fulfill the requirements prescribed under the relevant laws and regulations for appointment as director. In assessing the suitability of a candidate, the NC will 

take into consideration the candidate’s skills, knowledge, expertise, competence and experience, time commitment, character, professionalism and integrity. For the position of independent non-executive director, the NC will evaluate the candidate’s ability to discharge such responsibilities as expected from an independent non-executive director. 

i. Review of Directors proposed for re-election/re-appointment

In accordance with Article 84 of the Articles of Association of the Company ("Article 84"), Directors are to be elected at every annual general meeting when one-third of the Directors longest in office shall retire and if eligible, may offer themselves for re-election.         

Pursuant to Section 129 of the Companies Act, 1965 ("Section 129"), the office of a director of or over the age of 70 years becomes vacant at every annual general meeting unless he/she is re-appointed by a resolution passed by the shareholders at such general meeting.

In June 2015, based on the results of the assessment undertaken for the financial year, the NC recommended to the Board that –

  • Tan Sri Dato' (Dr) Francis Yeoh Sock Ping and Dato' Yeoh Seok Kian who are due to retire pursuant to Article 84 at the Seventy-Fifth Annual General Meeting of the Company ("AGM"), stand for re-election; and
  • Dato’ Suleiman Bin Abdul Manan, Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman and Eu Peng Meng @ Leslie Eu who are all over the age of 70 years and due to retire pursuant to Section 129 at the AGM, stand for re-appointment.
Both Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman and Eu Peng Meng @ Leslie Eu abstained from deliberations at the NC meeting on their own re-appointment.

The Board, save for the members who had abstained from deliberations on their own re-election/re- appointment, supported the NC's views and recommends that shareholders vote in favour of the resolutions for their re-election/re-appointment at the forthcoming AGM.

ii. Review of Directors proposed for continuing in office as Independent Non Executive Directors ("INED") 

As part of the annual assessment of Directors and in accordance with Recommendation 3.1 of the Malaysian Code on Corporate Governance 2012, an assessment of independence was conducted on the INED. In addition to the criteria for independence prescribed in Bursa Malaysia Securities Berhad Main Market Listing Requirements and Practice Note 13, INED were assessed on their ability and commitment to continue to bring independent and objective judgment to board deliberations.

The Board is of the view that there are significant advantages to be gained from the INED who have served on the Board for more than 9 years as they possess greater insights and knowledge of the businesses, operations and growth strategies of the YTL Land Group. Furthermore, the ability of a director to serve effectively as an independent director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity in discharging his responsibilities in good faith in the best interest of the company and his duty to vigilantly safeguard the interests of the shareholders of the company.

The Board, save for Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Eu Peng Meng @ Leslie Eu who had abstained from deliberations on the matter, is satisfied with the skills, contributions and independent judgment that Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Eu Peng Meng @ Leslie Eu, who have served for 9 years or more, bring to the Board. For these reasons, the Board, save for Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman, Dato’ Cheong Keap Tai and Eu Peng Meng @ Leslie Eu, recommends and supports the resolutions for their continuing in office as INED of the Company which will be tabled for shareholders’ approval at the forthcoming AGM. 

( ( b ) Annual assessment )

In April 2015, the NC carried out its annual assessment of the effectiveness of the Board as a whole, the Board Committees and individual Directors. The assessment exercise was facilitated by the Company Secretary and took the form of completion of questionnaires/evaluation forms comprising a Board and Board Committees Effectiveness Evaluation Form, and Individual Director Performance Evaluation Form.

In evaluating the effectiveness of the Board, several areas were reviewed including the composition, degree of independence, right mix of expertise, experience and skills, quality of information and decision making, and boardroom activities. Board Committees were assessed on their composition, expertise, and whether their functions and responsibilities were effectively discharged in accordance with their respective terms of reference.

The assessment of the individual Directors covered areas such as calibre, personality, conduct, integrity, knowledge, experience, time commitment, competency and participation in board decisions.

Results of the assessment were summarised and discussed at the NC meeting held in June 2015 and reported to the Board by the Chairman of the NC. These results form the basis of the NC's recommendations to the Board for the re-election and re-appointment of Directors at the AGM.

 

( Policy on Board Composition )

As the Board’s overriding aim is to maintain a strong and effective Board, it seeks to ensure that all appointments are made on merit, taking into account the collective balance of elements such as skills, experience, age, gender, ethnicity, background and perspective. The Board recognises the importance of encouraging and developing female talent at all levels. Currently, one or 17% of the Company’s Executive Directors is woman and she makes up 10% of the full Board. Although it has not set any specific measurable objectives, the Board intends to continue its current approach to diversity in all aspects while at the same time seeking Board members of the highest calibre, and with the necessary strength, experience and skills to meet the needs of the Company.

 

( Training and development of Directors )

The Board, through the NC, assesses the training needs of its Directors on an ongoing basis by determining areas that would best strengthen their contributions to the Board.

Besides the findings from the annual performance assessment of Directors, which provide the NC with useful insights into the training needs of the Directors, each Director is requested to identify appropriate training that he/she believes will enhance his/her contribution to the Board. 

The Board has taken steps to ensure that its members have access to appropriate continuing education programmes. The Company Secretary facilitates the organization of in-house development programmes and keeps Directors informed of relevant external training programmes.

All the Directors have undergone training programmes during the financial year ended 30 June 2015. The conferences, seminars and training programmes attended by one or more of the Directors covered the following areas –

 

( Corporate Governance/Risk Management and Internal Controls )

  • Audit Oversight Board Conversation with Audit Committee;
  • Enterprise Risk Management : Driving Organisational Sustainability, Agility and Resilience;
  • Risk Management and Internal Control : Workshop for your Audit Committee.
 

( Information Technology )

  • Mobile World Congress 2015.
 

( Financial and Taxation )    

  • Budget 2014 with Inland Revenue Board of Malaysia;
  • Goods and Services Tax and Tax Training;
  • Malaysian Private Sector Programme;
  • MIA National Accountants Conference 2014; 
  • National Tax Conference 2014.
 

( Leadership, Legal and Business Management )

  • Crisis Management and Leadership during a Disaster;
  • Global Megatrends Conference;
  • Invest Malaysia 2015;
  • Leaps of Knowledge Conference 2014;
  • World Economic Forum Annual Meeting;
  • YTL Leadership Conference 2014.

site best viewed in portrait mode.