Company’s background, organisational structure and the nature of the business: Apollo Food Industries Sdn Bhd, the company that produces Malaysian-based compound chocolate cakes and sheet cakes which was founded in 1966 and its headquarters is based in Malaysia. Apollo 's output is divided primarily into two main categories: Items from Chocolate Wafer, Sheet cake, Chocolate Ice cake, and Swiss roll items. Apollo products are sold in Malaysia and other overseas markets such as Singapore, Indonesia, Thailand, Philippines, Vietnam, China, Hong Kong, Taiwan, Japan, India, Middle East, Mauritius, and Maldives as a leading producer of Chocolate Confectionery Products and Layer Cake Industry in Malaysia. Apollo Food Industries (M) Sdn is a subsidiary of its Bhd., which manufactures and trades in compound chocolates, chocolate confectionery and cakes, and Hap Huat Food Industries Sdn. Bhd., which is a holding investment firm. Keynote Capital Sdn is the main holding company. Therefore, Group Structure: APOLLO FOOD HOLDINGS BERHAD (291471-M) APOLLO FOOD INDUSTRIES (M) Sdn Bhd (189273-V) Hap Huat Food Industries Sdn Bhd (29228-W) Board of Directors: Mr. Liang Chiang Heng (Executive Chairman) Mr. Liang Kim Poh (Executive Director cum Managing Director) Datin Paduka Hjh. Aminah Binti Hashim (Independent Non-Executive Director) Ms. Foo Swee Eng (Independent Non-Executive Director) En. Halid Bin Hasbullah (Independent Non-Executive Director) Datuk Shireen Ann Zaharah Binti Muhiudeen (Non-Independent Non-Executive Director) Company Secretaries: Ms. Yong May Li Ms. Wong Chee Yin Company’s board of directors and board committee member’s information: Tabulation of the composition (name, position, gender, age, race, experience, qualification, remuneration, shareholdings, contribution, etc.) of the company’s board of directors and board committee members: Name Position Gender Age Nationality Experience Qualification Remuneration Shareholdings Contribution Name Position Gender Age Nationality Experience Qualification Remuneration Shareholdings Contribution Liang Chiang Heng Executive Chairman Male 69 years of age Singaporean Mr. Liang Chiang Heng was appointed as Managing Director on 20 March 1996 and Executive Chairman on 21 July 1998. He joined Apollo Group since 1979 and the Group’s business has grown and expanded within the short period of time under his leadership. Mr. Liang Chiang Heng was awarded an Honorary PhD in Business Administration from the Wisconsin International University. He currently sits on the Board of several private companies. - Liang Kim Poh Managing Director Male 58 years of age Singaporean Mr. Liang Kim Poh was appointed as an alternate director on 20 March 1996 and subsequently to the Board on 21 July 1998. Presently, he was appointed as Managing Director on 28 December 2017. He also sits on the Board of several private companies. - Name Position Gender Age Nationality Experience Qualification Remuneration Shareholdings Contribution Name Position Gender Age Nationality Experience Qualification Remuneration Shareholdings Contribution Name Position Gender Age Nationality Experience Datin Paduka Hjh. Aminah Binti Hashim Independent Non-Executive Director Female 71 years of age, Malaysian She provided her services from 1972 to 2003 by serving and holding different job positions in various Johor State Government Department. Those departments include The Johor State Secretary Office, Batu Pahat Land Office, Batu Pahat Local Council Office, Johor State Treasury Office, Johor State Islamic Development Corporation, and Johor Lands and Mines Office. Her last post was being the Director General of Lands and Mines at Johor Lands and Mines Office in 2003. Datin Paduka Hjh. Aminah graduated with Bachelor of Arts (Economics) from University of Malaya. - Foo Swee Eng Independent Non-Executive Director Female 62 years of age Malaysian Ms Foo Swee Eng was appointed to the Board on 29 January 2018. She was appointed as Chairman of the Audit and Nomination Committees on 27 Dec 2018. She is also a member of Remuneration Committee. She started her accountancy career with an accounting firm in 1977 and is currently a partner of Reanda LLKG International, Chartered Accountants and a director of KKonsult Taxation (JB) Sdn Bhd. Ms Foo is a Fellow Member of the Association of Chartered Certified Accountants (FCCA,UK) and a Chartered Accountant of the Malaysian Institute of Accountants (CA(M)). - Halid Bin Hasbullah Independent Non-Executive Director Male 63 Years of age Malaysian Encik Halid Bin Hasbullah was appointed to the Board on 27 August 2018. He was appointed as Chairman of the Remuneration Committee on 27 Dec 2018. He is also a member of Nomination and Audit committees. He holds various key positions and Qualification Remuneration Shareholdings Contribution capacities as Managing Director/Chief Executive Officer, Chief Operating Officer, General Manager and Consultant. He was exposed and involved in decision making process, strategic planning and maximize wealth of the shareholders. He started his career in the banking sector followed by cooperative movement, healthcare, education, microfinance industry and current, in the area of human talent. He obtained his Master of Business Administration from UNISEL Graduate School of Management (USGM), UNISEL in year 2005 to 2007 and was a Bachelor of Business Administration in year 1992 to 1989 from International Islamic University Malaysia. He is also a Chartered Member (CMILT) of the Chartered Institute of Logistic and Transport, UK. - Other information: · Family Relation None of the directors except Mr. have any family relationships with each other and/or with major shareholders. Except, Liang Chiang Heng and Liang Kim Poh are brothers. · List of offence convictions During the last five years, none of the directors have been convicted of any crime other than traffic offenses. · Clash of interest None of the Company's directors have any conflict of interest. Importance of Companies Act 2016. Securities Commission Malaysian Accounting Standards Board (MASB) Malaysian Approved Standards on Auditing (MASA) and whether Apollo Holdings Berhad complied with these or not: • Businesses Act 2016 Companies Act 1965 Legislation 2016 1) Incorporation of company To be incorporated at least a total of 2 directors and shareholders. Being the sole owner and sole director, enabling private companies to be formed with one person. 2)The Constructive Notice Doctrine Reports such as the MoA and AoA are available for review and are public information. MoAs and AoAs have ceased to be mandatory. 3) Transparency of the fees for the directors Silent on the approval of the remuneration of a director Provides clarity and accountability for the salaries and benefits of directors along with the service contracts of directors. 4) Regime Non-Par interest Older shares of Malaysian companies were sold with a par value or nominal value. Any shares issued before or at the time this Act is enacted shall have no par value or nominal value. 5) The Mechanism of Judicial Management An insolvent company has limited options available, i.e. it can enter into the receivership, wind up or undertake an arrangement scheme with its creditors. Allows the management of the firm itself to be handed over to an independent insolvency practitioner; a judicial manager appointed by the Court. In addition, the 2016 Companies Act has also modified Malaysia 's corporate climate, making it more consistent with global standards. Taking into account the reports and recommendations of the Corporate Law Reform Commission (CLRC) (Liew, 2017), Attorney General Chambers and the Corporate Commission Malaysia (CCM) have done an excellent job in drafting these articles. The Companies Act 2016 is required to protect the interests and rights of shareholders and investors in companies. Helping shareholders and investors get reliable and appropriate information to make their own decisions is also important. Additionally, the provision of information, assistance and facilities for company registration, the establishment of company charters, the maintenance of relationships with members and creditors and the development of company liquidation management and rules. • Securities Commission Established under the Securities Commission Act of 1993 on 1 March 1993, the Securities Commission is a self-funded statutory body with enforcement and investigative powers. It reports to the finance minister that its accounts are presented annually to Parliament. This has the authority to regulate and prosecute areas under its jurisdiction. The Standards Committee is a self-financing entity whose revenue comes from taxes and fees for use. The Securities Commission is responsible for overseeing and systematically evolving capital markets in Malaysia. The Standards Committee has the power to investigate or enforce areas within its jurisdiction and has many regulatory functions, including registration of company prospectuses outside unlisted entertainment clubs; approval of corporate bond issuance rights; and regulation of all matters relating to securities and futures contracts Regulating company acquisitions and mergers; regulate all matters related to unit trust plans; license and supervise all licensees; supervise exchanges, clearing houses and central depository offices; encourage self-discipline; and ensure market institutions and licensees Appropriate behavior (General information about SC, n.d.). The Securities Supervisory Commission (SC) is solely responsible for monitoring and regulating financial institutions operations, and oversees all personnel approved under the 2007 Capital Markets and Services Act. This also aims to promote and sustain a fair, effective, stable and open market for securities and futures, as well as to promote the overall creation of creative and competitive markets for capital. According to the Securities Commission Act and the 1983 Securities Act, stock exchanges are essential in order to promote a strong and healthy securities market and maintain confidence among investors. Nonetheless, the Securities and Exchange Commission is encouraging future growth and maintains the integrity of Malaysian market. Malaysian Accounting Standards Board (MASB) As an independent body that establishes and publishes accounting and financial reporting standards in Malaysia , the Malaysian Accounting Standards Board (MASB) was established under the Financial Reporting Act ( the Act), 1997. The new structure for financial reporting in Malaysia is developed by MASB and the Financial Reporting Foundation (FRF). This new architecture provides a normal, independent setup structure is represented in the standards creation process by all relevant parties including preparers, consumers, regulators and the accounting profession. The aim of MASB is to develop and promote high-quality accounting and reporting standards aligned with international best practices to support Malaysian consumers, compilers, auditors and the public. In a wider context, MASB aims to actively contribute to the international growth of financial reporting for the benefit of financial reporting consumers, compilers and auditors. MASB implements a set of specific policy goals in order to accomplish its mission: to create high-quality, transparent and enforceable national accounting standards, user-friendly financial reporting, unify national accounting standards and international accounting standards, compilers, auditors communication and education promote the use and application of these standards and the public (Ong). Hup Seng Industries Berhad also complies with the Malaysian Board of Accounting Standards (MASB). This can be confirmed by the following examples: According to the Directors' statutory declarations in the 2018 Annual Report, they claimed that the accompanying financial statements were established in compliance with the Financial Reporting Standards and the 2016 Malaysian Companies Act in order to provide a accurate and fair representation of the Group and the Company's financial position as of D This example is taken from the Berhad Annual Report 2018 for Hup Seng Industries as shown in figure 2.3 below. Malaysian Approved Standards on Auditing (MASA) The Malaysian Approved Auditing Standards (MASA) are guidelines relating to existing audit procedures published by the MIA. MASA is divisible into two groups. The first is the International Auditing Practice Committee (IAPC) standard issued by the International Federation of Accountants (IFAC), recognized as the International Auditing Standard (ISA). The second is the enhanced ISA agreement issued by the MIA, known as the Malaysian Auditing Standards (MSA), which covers subjects not covered by the ISA, where specific features of the Malaysian environment need to be tailored to local national standards. MASA needs to ensure that members assuming the role of an independent auditor and those assisting them work during the audit process to comply with those standards.
