Henry Sackville Barlow
Ghazali Awang
Norzilah Megawati
Dato’ Abdul Rahman
Adam @ Adham Abdullah
BOARD OF DIRECTORS
Chairman
Tan Sri Dato’ Abdul Khalid Ibrahim
Tan Sri Dato’ Abdul Khalid Ibrahim
Directors
Datuk Abdullah Ali
Adam @ Adham Abdullah
Henry Sackville Barlow
Ghazali Awang
Norzilah Megawati Dato’ Abdul Rahman
Ong Euwan George
Ong Euwan George
Tan Sri Dato’ Abdul Khalid Ibrahim
– Group Chief Executive
Ghazali Awang
– Executive Director,
Finance & Corporate Services
Datuk Abdullah Ali
Ali Haji Ahmad
– Director, Plantation
Wong Poh Weng
– Director, Manufacturing &
Engineering Services
AUDITORS
PRINCIPAL BANKERS
Mohamed Rahim Ismail
– Director, Property
Ernst & Young
4th Floor, Kompleks Antarabangsa
Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Malayan Banking Berhad
HSBC Bank Malaysia Berhad
MANAGING AGENT
REGISTERED OFFICE
SHARE REGISTRAR
Kumpulan Guthrie Berhad
Wisma Guthrie
21, Jalan Gelenggang
Damansara Heights
50490 Kuala Lumpur, Malaysia
Telephone : 603-254 1644
Facsimile : 603-255 7934
Telex
: MA 30346
Wisma Guthrie
21, Jalan Gelenggang
Damansara Heights
50490 Kuala Lumpur, Malaysia
Telephone : 603-254 1644
Facsimile : 603-255 7934
Telex
: MA 30346
Malaysian Share Registration
Services Sendirian Berhad
7th Floor, Exchange Square
Bukit Kewangan
50200 Kuala Lumpur, Malaysia
Telephone : 603-206 8099
Facsimile : 603-206 3736/206 3731
SECRETARIES
Halimatus Saadiah Abdul Rabah
(LS 01389)
Megat Nazirudin Megat Shamsuddin
(LS 00139)
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SENIOR MANAGEMENT
OF MANAGING AGENT
DATE AND PLACE
OF INCORPORATION
Incorporated on
21 June 1966 in Malaysia
STOCK EXCHANGE
LISTING
Kuala Lumpur Stock Exchange
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DATUK ABDULLAH ALI
GHAZALI AWANG
Age 77. Director since 1979. Chairman of
The KAB Group Berhad, CBI (Malaysia)
Sdn. Bhd., Makro Cash & Carry Distribution
(M) Sdn. Bhd. and Century Chemical Works
Sdn. Berhad. Also Director of a few other
private limited companies and President of
the Malaysian Branch of the Royal Asiatic
Society. Educated at Raffles College,
Singapore in History & Economics,
London School of Economics,
England in Economics and
Australian National
University, Canberra,
Australia in Political
Science. Formerly,
Malaysia’s High
Commissioner to the
United Kingdom and
Singapore, and Malaysia’s
Ambassador to Germany,
Greece, Ireland and
Switzerland.
Age 53. Director since 1994.
Executive Director,
Finance & Corporate
Services of Kumpulan
Guthrie Berhad.
Also Board member of
Kumpulan Guthrie Berhad,
Highlands & Lowlands Berhad, BIMB Unit
Trust Management Berhad and several
subsidiary companies of Kumpulan Guthrie
Berhad. Educated at University of Newcastle,
Australia in Commerce. Formerly, Funds
Manager of Shell Malaysia Limited.
Also a Chartered Accountant (Australia).
TAN SRI DATO’ ABDUL KHALID IBRAHIM
Age 53. Chairman since 1994. Group Chief Executive Officer of Kumpulan Guthrie Berhad.
Also Chairman of Highlands & Lowlands Berhad, Kontena Nasional Berhad, Amanah Capital
Malaysia Berhad, Amanah Merchant Bank Berhad and Amanah Smallcap Fund Berhad.
Director of a few private companies and other public companies which include Amanah
General Insurance Berhad, Malaysia Discount Berhad, SIRIM Berhad, Perbadanan Usahawan
Nasional Berhad and Titan Petrochemicals & Polymers Berhad. He is also on the Board of
Directors of Institute of Strategic and International Studies, Malaysia and National Productivity
Centre, and Member of Executive Committee of Unit Trust Fund of Islamic Development
Bank, Jeddah. Educated at University of Malaya in Economics and received a Masters in
Business Administration from University of Queensland, Australia. Formerly, Group Chief
Executive of Permodalan Nasional Berhad. He was awarded Malaysia’s CEO of the Year 1997
Award in December 1998.
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ADAM @ ADHAM ABDULLAH
Age 64. Director since 1994. Chairman of
the Board of Trustees of the Malayan Estates
Staff Provident Fund. Formerly, Director of
Estates of Golden Hope Plantations Berhad.
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AUDIT
PROFILE
Committee
of directors
– Composition, Terms of Reference and Functions
MEMBERS OF THE COMMITTEE
• Datuk Abdullah Ali – Chairman
ONG EUWAN GEORGE
Age 44. Director since 1996.
Senior Manager, Research &
Technology Analysis of
Permodalan Nasional Berhad.
Also Alternate Director of
Kumpulan Guthrie Berhad
and Director of Malaysia
Aica Berhad and Hap Seng
Consolidated Berhad.
Educated at Swinburne College
of Technology in Australia.
Also a Certified Practising
Accountant.
HENRY SACKVILLE
BARLOW
Age 55. Director since 1994.
Entrepreneur. Director of
HSBC Bank Malaysia Berhad,
Golden Hope Plantations
Berhad and a few other public
companies and private limited
companies. Also a Council
Member of the Incorporated
Society of Planters and
Honorary Secretary of Heritage
of Malaysia Trust. Educated
at Eton College and Trinity
College, University of
Cambridge. Formerly, Finance
Director of Barlow Boustead
Estates Agency Sdn. Bhd. and
Joint Managing Director of
Highlands & Lowlands Berhad.
Also a Chartered Accountant.
NORZILAH MEGAWATI
DATO’ ABDUL RAHMAN
Age 40. Director since 1994.
Controller, Corporate Business
Development & Monitoring of
Kumpulan Guthrie Berhad.
Also Director of Highlands &
Lowlands Berhad, Alternate
Director of Kumpulan Guthrie
Berhad and Director of a few
subsidiary companies of
Kumpulan Guthrie Berhad.
Educated at University of
Malaya in Law. Formerly,
Manager, Group Chief
Executive’s Office of
Permodalan Nasional Berhad.
• Adam @ Adham Abdullah
• Henry Sackville Barlow
All the abovenamed are Independent Non-Executive Directors
1 COMPOSITION
The Board shall elect an Audit Committee, comprising at least
three and not more than five directors, the majority of whom
shall be independent of senior management and operating
executives and unencumbered by any relationships that might,
in the opinion of the Board of Directors, be considered to be
a conflict of interest.
2 PRIMARY PURPOSES
The Committee shall:
a
b
c
d
e
Provide assistance to the Board in fulfilling its
fiduciary responsibilities relating to the corporate
accounting and reporting practices of Guthrie Ropel
Berhad and all its wholly and majority-owned subsidiary
companies (Group).
Maintain, through regularly scheduled meetings, a direct
line of communication between the Board and the
external auditors as well as internal auditors.
Avail to the external and internal auditors a private
confidential audience at any time they desire and request
through the Committee Chairman, with or without the
prior knowledge of Management.
Act upon the Board of Directors’ request to investigate
and report on any issues or concerns in regard to the
management of the Group.
Review existing practices and recommend to Management
to formalise an ethics code for all executives and
members of the staff of the Group.
3 FUNCTIONS
The Committee shall review, appraise and report to the Board on:
a
b
c
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The quality and effectiveness of the entire accounting and
internal control system.
The adequacy of the audit effort by both the external
auditors and the internal auditors.
The propriety of accounting policies adopted by
Management and accepted by the external auditors, where
alternatives are also acceptable.
d
e
f
g
The adequacy of the disclosure of information essential to a
fair and full presentation of the financial affairs of the Group.
Any significant difficulties encountered or material
discoveries made by the external auditors or internal auditors.
The effects of any changes in accounting principles or of
any developments emanating from the accounting
profession or any statutory authority.
The firm of external auditors retained by the Group, and
the Committee’s recommendation to retain or replace
such firm in the ensuing year.
4 MEETINGS
The Audit Committee held four meetings during the financial
year ended 31 December 1999 with the Executive Director,
Finance & Corporate Services, the Senior Manager, Internal
Audit and the Company Secretary in attendance. On average,
the attendance by the Audit Committee members at meetings
in 1999 was 90%. Representatives of the External Auditors
and other officers of the Managing Agent were also invited to
brief the Audit Committee on specific issues. Evaluation was
made of the audit planning strategy of the Internal Auditors
and that of the External Auditors to confirm the groundwork
for the annual audit of the Group. The Audit Committee
reviewed and appraised the audit reports by the Internal
Auditors, the various internal control systems in place and the
financial accounts of the Group. Special notice was taken of
significant issues arising from the annual audit of the Group
by the External Auditors. At the conclusion of each meeting,
recommendations were made for Management to improve on
internal controls, procedures and systems of the Group,
wherever appropriate.
5 REPORTS/MINUTES
Detailed audit reports by the Internal Auditors together
responses by Management are circulated to all members of the
Audit Committee, the Group Chief Executive and Divisional
Directors of the Managing Agent. Minutes of meetings of the
Audit Committee are circulated to all members of the Board.
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