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

Board of Directors

DATO' SULEIMAN BIN ABDUL MANAN

Malaysian, aged 77, was appointed to the Board on 18 December 1991 and is the Non-Executive Chairman of the Company. Dato' Suleiman obtained his education from the Malay College, Kuala Kangsar, University Malaya and L'Institut International D'Administration Publique, Paris. He was a member of the Malaysian Administrative and Foreign Service for 13 years. After resigning from the Civil Service in 1972, he was appointed Deputy General Manager of Malaysian Shipyard & Engineering (1972-1975), Managing Director of Malaysian Rubber Development Corporation (1975-1982), Group Managing Director of Kumpulan Perangsang Selangor (1982-1986). He became an entrepreneur and entered the corporate world in 1987. He built Lot 10 Shopping Centre, Star Hill Centre (now known as Starhill Gallery) and JW Marriott Hotel. He took control of Taiping Consolidated Berhad (now known as YTL Land & Development Berhad) and became its Chairman in 1992 and privatised KTM lands into the Sentul Raya new township. He relinquished control of the Company in April 2001 but remained as Chairman.

 

TAN SRI DATO' (DR) FRANCIS YEOH SOCK PING

Malaysian, aged 61, was appointed to the Board on 10 May 2001 as an Executive Director and has been the Managing Director since then. Tan Sri Francis studied at Kingston University in the United Kingdom, where he obtained a Bachelor of Science (Hons) Degree in Civil Engineering and was conferred an Honorary Doctorate of Engineering in 2004. In July 2014, Tan Sri Francis was conferred an Honorary Degree of Doctor of Laws from University of Nottingham. He became the Managing Director of YTL Corporation Berhad Group in 1988 which, under his stewardship, has grown from a single listed company into a force comprising five listed entities ie. YTL Corporation Berhad, YTL Power International Berhad, YTL Land & Development Berhad, YTL e-Solutions Berhad and YTL Hospitality REIT.

He is presently the Managing Director of YTL Corporation Berhad and YTL Power International Berhad which are listed on the Main Market of Bursa Malaysia Securities Berhad. He is the Executive Chairman and Managing Director of YTL e-Solutions Berhad which is listed on the ACE Market of Bursa Malaysia Securities Berhad. He is also the Executive Chairman of YTL Starhill Global REIT Management Limited, the manager of Starhill Global REIT, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). Tan Sri Francis sits on the boards of several public companies such as YTL Industries Berhad and YTL Cement Berhad, and private utilities companies including Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. Tan Sri Francis is also an Independent Non-Executive Director of The Hong Kong and Shanghai Banking Corporation Limited and is a director and Chief Executive Officer of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT. He also sits on the board of trustees of YTL Foundation.

He is a Founder Member of the Malaysian Business Council and The Capital Markets Advisory Council, member of The Nature Conservancy Asia Pacific Council, and the Asia Business Council, Trustee of the Asia Society and Chairman for South East Asia of the International Friends of the Louvre. He is also a member of the Advisory Council of London Business School, Wharton School and INSEAD. He served as a member of the Barclays Asia-Pacific Advisory Committee from 2005 to 2012.

He was ranked by both Fortune and Businessweek magazines as Asia's 25 Most Powerful and Influential Business Personalities and one of Asia's Top Executives by Asiamoney. He won the inaugural Ernst & Young's Master Entrepreneur in Malaysia in 2002 and was named as Malaysia's CEO of the Year by CNBC Asia Pacific in 2005.

In 2006, he was awarded the Commander of the Most Excellent Order of the British Empire (CBE) by Her Majesty Queen Elizabeth II, and received a prestigious professional accolade when made a Fellow of the Institute of Civil Engineers in London in 2008. He was the Primus Inter Pares Honouree of the 2010 Oslo Business for Peace Award, for his advocacy of socially responsible business ethics and practices. The Award was conferred by a panel of Nobel Laureates in Oslo, home of the Nobel Peace Prize. He also received the Corporate Social Responsibility Award at CNBC's 9th Asia Business Leaders Awards 2010.


TAN SRI DATUK SERI PANGLIMA DR. ABU HASSAN BIN OTHMAN

Malaysian, aged 75, was appointed to the Board on 12 June 2006 as an Independent Non-Executive Director. He is also the Chairman of the Nominating Committee and a member of the Audit Committee. Tan Sri Datuk Seri Panglima Dr. Abu Hassan holds a PhD in Sociology from Michigan State University, U.S.A., a MA and Bachelor of Arts (Hons) Second Class Upper from University of Malaya ("UM"), a D.Agr.Sc. (Honorary) from Kinki University, Japan and D. Mgmt. (Honorary) from Open University Malaysia.

He served as Tutor in the Faculty of Arts of UM from 1969 to 1971. This was followed by 23 years of service with University Kebangsaan Malaysia where he held various positions as Lecturer , Department Head to Professor in the Department of Anthropology & Sociology, Dean of the Faculty of Social Sciences & Humanities, and Deputy Vice Chancellor of Student Affairs. From 1994 to 2005, Tan Sri Datuk Seri Panglima Dr. Abu Hassan who was a Distinguished Fullbright Hays scholar, served as the Founding and First Vice Chancellor of University Malaysia Sabah. While serving as Vice Chancellor, he also held distinguished appointments both nationally and internationally. Nationally, he was Chairman of the Malaysian Vice Chancellors Committee, Chairman of the Malaysian Examination Council, member of the Malaysian National Higher Education Council and board member of National Productivity Corporation. On the international front, he represented Malaysia as Chairman of the Council of the University Mobility of Asia Pacific, Chairman of the Malaysian-Australian Vice Chancellors Committee, board member of the Association of Commonwealth Universities as well as board member of the Association of South East Asian Institutions of Higher Learning. He was the Chairman of both Permai Policlinic Sdn Bhd and Malaysian-American Commission on Educational Exchange. Tan Sri Datuk Seri Panglima Dr. Abu Hassan is a director of YTL e-Solutions Berhad, a company listed on the ACE Market of Bursa Malaysia Securities Berhad, as well as Chairman of Malaysian Qualification Agency and Meteor Doc. Sdn Bhd. He is the Chairman of Yayasan Universiti Malaysia Sabah and a trustee of YTL Foundation.


DATO' CHEONG KEAP TAI

Malaysian, aged 67, was appointed to the Board on 30 September 2004 as an Independent Non-Executive Director. He is also a member of the Audit Committee and Nominating Committee. Dato' Cheong graduated from the University of Singapore with a Bachelor of Accountancy. He is a Chartered Accountant of Malaysian Institute of Accountants, a member of the Malaysian Institute of Certified Public Accountants, member of Malaysian Institute of Taxation and a member of the Institute of Chartered Secretaries and Administrators. Dato' Cheong is also a Licensed Tax Agent and a Licensed Goods & Service Tax Agent. Dato' Cheong was the Executive Director and Partner of Coopers & Lybrand and upon its merger with Price Waterhouse was the Executive Director, Partner and Chairman of the Governance Board of PricewaterhouseCoopers until his retirement in December 2003. He is currently also a director of YTL Corporation Berhad, YTL e-Solutions Berhad, Gromutual Berhad, Tanah Makmur Berhad and several private limited companies.


DATO' YEOH SEOK KIAN

Malaysian, aged 58, has been an Executive Director of the Company since 10 May 2001. He graduated from Heriot-Watt University, Edinburgh, United Kingdom in 1981 with a Bachelor of Science (Hons) Degree in Building. He attended the Advance Management Programme conducted by Wharton Business School, University of Pennsylvania in 1984. Dato’ Yeoh is a Fellow of the Faculty of Building, United Kingdom as well as a Member of the Chartered Institute of Building (UK). He is also the Deputy Managing Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. Dato’ Yeoh also serves on the boards of other public companies such as YTL Cement Berhad, YTL Industries Berhad and The Kuala Lumpur Performing Arts Centre, and private utilities companies, Wessex Water Limited in England and Wales and YTL PowerSeraya Pte Limited in Singapore, as well as YTL Starhill Global REIT Management Limited, the manager of Starhill Global REIT, a vehicle listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST). He is also an Executive Director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT.


DATO' YEOH SEOK HONG

Malaysian, aged 56, was appointed to the Board on 10 May 2001 as an Executive Director. He obtained his Bachelor of Engineering (Hons) Civil & Structural Engineering Degree from the University of Bradford, United Kingdom in 1982. He is a member of the Faculty of Building, United Kingdom. In 2010, he was conferred an Honorary Doctor of Science degree by Aston University in the United Kingdom. Dato’ Yeoh Seok Hong has vast experience in the construction industry, being the Executive Director responsible for the YTL Group construction division. He was the project director responsible for the development and the construction of the two Independent Power Producer power stations owned by YTL Power Generation Sdn Bhd. His other achievements include the construction of the Express Rail Link between the Kuala Lumpur International Airport and the Kuala Lumpur Sentral Station. He is also responsible for developing the power and utility businesses of the YTL Power International Berhad Group and the building of the fourth generation (4G) Worldwide Interoperability for Microwave Access (WiMAX) network by YTL Communications Sdn Bhd. He serves as an Executive Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. Dato’ Yeoh Seok Hong also sits on the boards of other public companies such as YTL Cement Berhad and YTL Industries Berhad, and private utilities companies, Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. He also sits on the board of trustees of YTL Foundation.


DATO' SRI MICHAEL YEOH SOCK SIONG

Malaysian, aged 55, was appointed to the Board on 10 May 2001 as an Executive Director. He graduated from University of Bradford, United Kingdom in 1983 with a Bachelor of Engineering (Hons) Civil & Structural Engineering Degree. Dato’ Sri Michael Yeoh is primarily responsible for the YTL Group Manufacturing Division which activities involve cement manufacturing and other building material industries. He serves as an Executive Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad, and YTL e-Solutions Berhad which is listed on the ACE Market of Bursa Malaysia Securities Berhad.  He also sits on the boards of other public companies such as YTL Cement Berhad, YTL Industries Berhad, and YTL PowerSeraya Pte Limited in Singapore.


DATO' MARK YEOH SEOK KAH

Malaysian, aged 50, was appointed to the Board on 10 May 2001 as an Executive Director. He graduated from King's College, University of London, with an LLB (Hons) and was subsequently called to the Bar at Gray’s Inn, London in 1988. He was awarded Fellowship of King’s College London in July 2014.

Dato' Mark Yeoh joined YTL Group in 1989 and is presently the Executive Director responsible for the YTL Hotels and Resorts Division. In addition, he is also part of YTL Power's Mergers & Acquisitions Team and was involved in the acquisition of ElectraNet SA (Australia), Wessex Water Limited (UK), P.T. Jawa Power (Indonesia) and PowerSeraya Limited (Singapore). He serves as an Executive Director of YTL Corporation Berhad and YTL Power International Berhad, both listed on the Main Market of Bursa Malaysia Securities Berhad. He is also a board member of YTL Cement Berhad and private utilities companies, Wessex Water Limited and Wessex Water Services Limited in England and Wales, and YTL PowerSeraya Pte Limited in Singapore. He is also an Executive Director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT.


DATO' HAMIDAH BINTI MAKTAR

Malaysian, aged 61, was appointed to the Board on 17 March 1998 as an Executive Director. She obtained her BA Honours from the University of Malaya. She joined Nestle Malaysia Sdn Bhd in 1977 and in 1984 joined Matsushita Sales & Service as the Marketing Manager. In 1987, she left to join BP Malaysia as the Corporate Communications Manager. In 1989, at BP Malaysia, Dato’ Hamidah was appointed the Retail District Manager for Peninsular Malaysia and in 1991, she was promoted to undertake both local and regional responsibilities as Business Support Manager for Malaysia and Singapore and Regional Brand Manager for South East Asia. She was made the EXCO member or Top Management Team of BP Malaysia and represented South East Asia for the BP Brand Global Panel in the Reimaging of BP worldwide. In 1994, she left the multinational to join Landmarks Berhad as the Managing Director of Sungei Wang Plaza. Dato’ Hamidah joined the Company in 1996 as Group General Manager and was redesignated to Group Director of Operations in March 1997. In 1998, she was appointed Managing Director designate to undertake the restructuring exercise of the group until its completion in May 2001.


EU PENG MENG @ LESLIE EU

Malaysian, aged 80, was appointed to the Board on 15 June 2001 as an Independent Non-Executive Director. He is also the Chairman of the Audit Committee and a member of the Nominating Committee. Mr Leslie Eu graduated with a Bachelor of Commerce degree from the University College Dublin, Ireland. He is a Fellow of the Chartered Institute of Logistics and Transport and was one of the founding directors of Global Maritime Ventures Berhad. He has been in the shipping business for more than 50 years. He was the first Chief Executive Officer of Malaysian International Shipping Corporation Berhad from the company’s inception in 1969 until his early retirement in 1985. Mr Leslie Eu was a board member of Lembaga Pelabuhan Kelang from 1970 to 1999 and Lloyd’s Register of Shipping (Malaysia) Bhd from 1983 to 2009. In 1995, he was presented the Straits Shipper Transport Personality award by the Minister of Transport. He was appointed by the United Nations Conference on Trade and Development as one of the 13 experts to assist the developing nations in establishing their maritime fleets. Mr Leslie Eu presently serves on the boards of YTL Corporation Berhad and YTL Cement Berhad. He is also a director of Pintar Projek Sdn Bhd, the manager of YTL Hospitality REIT.


DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

During the financial year, a total of 5 Board meetings were held and the details of attendance are as follows:-

                                                                                                       Attendance

Dato' Suleiman Bin Abdul Manan                                                          5
Tan Sri Dato' (Dr) Francis Yeoh Sock Ping                                            5
Tan Sri Datuk Seri Panglima Dr. Abu Hassan Bin Othman                    5
Dato' Cheong Keap Tai                                                                          5
Dato' Yeoh Seok Kian                                                                            5
Dato' Yeoh Seok Hong                                                                           5
Dato' Sri Michael Yeoh Sock Siong                                                        4
Dato' Mark Yeoh Seok Kah                                                                     5
Dato' Hamidah Binti Maktar                                                                    5
Eu Peng Meng @ Leslie Eu                                                                   5


Notes:-

1. Family Relationship with Director and/or Major Shareholder

Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Seok Hong, Dato’ Sri Michael Yeoh Sock Siong and Dato’ Mark Yeoh Seok Kah are siblings. Tan Sri Dato’ Seri (Dr) Yeoh Tiong Lay, the father of Tan Sri Dato’ (Dr) Francis Yeoh Sock Ping, Dato’ Yeoh Seok Kian, Dato’ Yeoh Seok Hong, Dato’ Sri  Michael Yeoh Sock Siong and Dato’ Mark Yeoh Seok Kah, is a deemed major shareholder of the Company. Save as disclosed herein, none of the Directors has any family relationship with any director and/or major shareholder of the Company.

 

2. Conflict of Interest

None of the Directors has any conflict of interest with the Company.

 

3. Conviction of Offences

None of the Directors has been convicted of any offences in the past ten (10) years.

( DOWNLOAD PDF ) ( SHOW MORE )

Board Charter

( INTRODUCTION ) 

YTL LAND & DEVELOPMENT BERHAD Company no. 1116-M

 

( 1. PURPOSE ) 

The Board Charter sets out the role, composition and responsibilities of the Board of Directors of YTL Land & Development Berhad (the "Company"/"YTL Land") (the "Board").

 

( 2. AUTHORITY ) 

2.1 The conduct of the Board is governed by the Memorandum and Articles of Association of the Company, and the laws, rules and regulations governing companies in Malaysia.

2.2 Save for specific corporate decisions that require approval of regulatory authorities or shareholders as stipulated in the Articles of Association of the Company, Companies Act, 1965, Bursa Malaysia Securities Berhad ("Bursa Securities") Main Market Listing Requirements ("Main LR") and other applicable rules and laws, the Board shall have full authority to make all decisions.

2.3 The Board shall also have the power to delegate specific functions and authority to its Committees, individual Directors, or the Management.

 

( 3. PRINCIPAL ROLES AND RESPONSIBILITES OF THE BOARD )

3.1 The Directors recognize the key role they play in charting the strategic direction, development and control of the YTL Land Group (the "Group"). Key elements of the Board’s stewardship responsibilities include the following –

( a ) Setting the vision, mission, goals and strategic plans for the Group with a view to maximizing shareholder value and ensuring sustainability of the Group performance;

( b ) Overseeing the conduct of the Group’s business operations and financial performance;

( c ) Identifying principal risks affecting the Group’s businesses and maintaining a sound system of internal control and mitigation measures;

( d ) Succession planning;

( e ) Overseeing the development and implementation of a shareholder/stakeholder communications policies; and

( f ) Reviewing the adequacy and integrity of the Group’s management information and internal control systems.

 

( 3.2 Code of Ethics ) The Directors 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.

 

( 3.3 Conflicts of Interests ) 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.

 

( 4. MATTERS RESERVED FOR THE BOARD )

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.    

 

( 5. COMPOSITION AND BOARD BALANCE ) 5.1 The Company 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 Group’s operations. Thisbroad spectrum of skills and experience ensures the Group is under the guidance of anaccountable and competent Board. The Articles of Association of the Company provides for aminimum of 3 Directors and a maximum of 20 Directors.

5.2 At any one time, at least 2 or 1/3, whichever is higher, of the Board members are Independent Directors.

5.3 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 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 Group conducts its business.

5.4 The Independent Directors provide independent judgment, experience and objectivity without being subordinated to operational considerations. They help to ensure that the interests of all shareholders, and not only the interests of a particular fraction or group, are taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

( 6. CHAIRMAN AND MANAGING DIRECTOR )

The Chairman is responsible for leadership of the Board in ensuring the effectiveness of allaspects of its role. The Chairman is primarily responsible for –

( a ) Leading the Board in setting the values and standards of the Company;

( b ) Orderly and effective conduct of the meetings of the Board and shareholders;

( c ) Maintaining a relationship of trust with and between the Executive and Non-Executive Directors;

( d ) Ensuring the provision of accurate, timely and clear information to Directors;

( e ) Facilitating the effective contribution of Non-Executive Directors and ensuring constructiverelations be maintained between Executive and Non-Executive Directors.

( 6.3 Role of the Managing Director ("MD") )

All Board authorities conferred on the Management is delegated through the MD and this willbe considered as the MD’s authority and accountability as far as the Board is concerned. The MD is responsible for, amongst others:-

( a ) Overseeing the day-to-day running of the business, implementation of Board policies andstrategies, and making of operational decisions;

( b ) Serves as the conduit between the Board and the Management in ensuring the success ofthe Company’s governance and management functions;

( c ) Ensuring effective communication with shareholders and relevant stakeholders;

( d ) Providing strong leadership i.e. effectively communicating a vision, management philosophyand business strategy to employees;

( e ) Keeping the Board informed of salient aspects and issues concerning the Group’s operations.

( 7. BOARD COMMITTEES )

 7.1 The Board appoints the following Board Committees with specific Terms of Reference – Audit Committee Nominating Committee

Independent Non-Executive Directors play a leading role in these committees. Details of the membership and summary of the terms of reference of each committee appointed by the Board are published in the Company’s annual report and/or website.

7.2 Each year, the Board, through its Nominating Committee, will review the effectiveness of the Board and Board Committees as well as the contribution by each individual Director and Board Committee.  The Nominating Committee will also facilitate and determine the board induction and continuing education programmes to be provided for the Board in areas that would best strengthen their contributions to the Board.

( 8. DIRECTORS’ TRAINING AND DEVELOPMENT ) In addition to the Mandatory Accreditation Programme required by Bursa Securities for newly appointed Directors, Board members are encouraged to attend to briefings, conferences, seminar programmes and speaking engagements which the Nominating Committee or the Board members have collectively or individually considered as useful in discharging the Board’s stewardship responsibilities.

( 9. BOARD MEETINGS AND SUPPLY OF INFORMATION )

9.1 The Board meets at least once every quarter to facilitate the discharge of their responsibilities. Members of Management who are not Directors may be invited to attend and speak at meetings on matters relating to their sphere of responsibility.

9.2 Any Director may participate at a Board meeting or Committee Meeting by way of teleconferencing or by means of other communication equipment in which event such Director shall be deemed to be physically present and taken into account in ascertaining thepresence of a quorum at the meeting.

9.3 Management is responsible for providing the Board with the required information in anappropriate and timely manner.

9.4 A full agenda and Board papers are circulated to all Directors well in advance of each Board meeting. The Board papers include, amongst others, the financial results, minutes of previous meeting, Directors’ circular resolutions passed, summary of securities dealings by Directors, Directors’ general notices of disclosure of interests in contracts, property, offices etc.

9.5 Urgent matters that cannot wait until the next Board meeting may be dealt with by way of circulation of a Board resolution in writing.

( 10. ACCESS TO INDEPENDENT PROFESSIONAL ADVICE )

Where necessary and prudent, Directors may seek independent professional advice with the Chairman’s prior consent, which will not be unreasonably withheld, as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgment in decision making, at the expense of the Company.

( 11. FINANCIAL REPORTING )

( 11.1 Transparency )

( a ) The Company aims to present a clear and balanced assessment of the Company’s financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.

( b ) The Board ensures that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the approved accounting standards. The Board is assisted by the Audit Committee in overseeing the Group’s financial reporting processes and quality of its financial reporting.

( 11.2 External Auditors )

( a ) The Board has transparent arrangements for considering how financial reporting andinternal control principles will be applied and for maintaining an appropriate relationship with the external auditors through its Audit Committee.

( b ) The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness as well as the independence and objectivity of the external auditors. The Company ensures that the external auditors do not supply a substantial volume of non-audit services to the Company.

( c ) Appointment of the external auditors is subject to approval of shareholders at general meetings. The external auditors have to retire during the Annual General Meeting of the Company every year and be re-appointed by shareholders for the ensuring year.

( 11.3 Internal Controls and Risk Management )

( a ) The Company has an internal audit function which critically reviews all aspects of the Company’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business units and subsidiaries are undertaken on a regular basis. The Head of Internal Audit has direct access to the Board through the Chairman of the Audit Committee.

 ( 12. ANNUAL GENERAL MEETING ("AGM") )

12.1 The Company regards the AGM as an important event in the corporate calendar of which all Directors should attend.

12.2 The Company regards the AGM as the principal forum for dialogue with shareholders andaims to ensure that the AGM provides an important opportunity for effective communicationwith, and constructive feedback from, the Company’s shareholders.

12.3 The Chairman encourages active participation by the shareholders during the AGM.

12.4 The Chairman and where appropriate, the Managing Director, respond to shareholders’queries during the AGM.

( 13. INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION )

13.1 The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respectof its relationship with its shareholders and investors.

13.2 The Company communicates information to shareholders and the investing community through announcements that are released to Bursa Securities. Such announcements include the quarterly financial results, material transactions and other developments relating to the Group requiring disclosure under the Main LR.

13.3 In addition to the published annual report sent to all shareholders and the quarterly financial results announced to Bursa Securities, shareholders and investors can access information pertaining to the Company and its activities from the Company’s website.

13.4 While the Company endeavours to provide as much information as possible to its shareholders and stakeholders, it is mindful of the legal and regulatory framework governing the release of material and price-sensitive information.

( 14. RELATIONSHIP WITH OTHER STAKEHOLDERS )

In the course of pursuing the vision and mission of the Company, the Board recognizes that no company can exist by maximizing shareholders value alone. In this regard, the needs and interests of other stakeholders are also taken into consideration.

( 14.1 Employees )

( a ) The Board acknowledges that the employees are invaluable assets of the Company andplay a vital role in achieving the vision and mission of the Company.

( b ) The Company adopts documented policies and procedures with respect to occupational safety and health with the objective of providing a safe and healthy working environment for all employees.

( 14.2 Environment )

In acknowledging the need to safeguard and minimize the impact to the environment in thecourse of achieving the Company’s vision and mission, the Company adopts policies that helpprotect the environment and contribute towards sustainable development as well as supports initiatives on environmental issues.

( 14.3 Corporate Responsibility )

( a ) The Board acknowledges that the Company should play a vital role in contributing towards the welfare of the community in which it operates.

( b ) The Company adopts policies and procedures that contribute towards responsible marketing and advertising of its products and services.

( c ) The Company supports charitable causes and initiatives on community development projects.

( 15. COMPANY SECRETARY )

15.1 The Board appoints the Company Secretary, who plays an important advisory role, andensures that the Company Secretary fulfills the functions for which he/she has been appointed.

15.2 The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters.

15.3 The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

15.4 The Company Secretary should advise Directors of their obligations to adhere to matters relating to –

( a ) disclosure of interests in securities.

( b ) disclosure of any conflict of interest in a transaction involving the Company.

( c ) prohibition of dealing in securities.

( d ) restrictions on disclosure of price-sensitive information.

15.5 The Company Secretary must keep abreast of, and inform the Board of current governance practices.

15.6 The Board members have unlimited access to the professional advice and services of the Company Secretary.

( 16. REVIEW OF THE BOARD CHARTER )

The Board Charter will be periodically reviewed and updated in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities.

site best viewed in portrait mode.