Statement on Corporate Governance
The Board of Directors of TSH recognises that exercise of good corporate
governance in conducting the business and affairs of the Company with integrity,
transparency and professionalism are key components for the Company’s continued
progress and success. These will not only safeguard and enhance shareholders’
investment and value but will at the same time ensure that the interests of other
stakeholders are protected.
The Board is therefore committed to support recommendations of the Malaysian
Code on Corporate Governance (“the Code”) and the Company has complied with
the Principles and Best Practices in Corporate Governance as set out in the Code
as follows:-
A. BOARD OF DIRECTORS
Board Composition
The Board comprises eight (8) members and one (1) alternate director of which four (4) are Independent Non-Executive Directors,
one (1) Non-Independent Non-Executive Director who is also the Chairman and three (3) Executive Directors, including Group
Managing Director. The Board is of the view that the current Board size is appropriate for the complexity and scale of operations
of the Company. The composition of the Board continues to provide the Group with a wealth of knowledge and experience to draw
from a comprehensive mix of skills which includes financial, technical and business expertise that is important for the continued
successful direction of the Group.
Collectively, Datuk (Dr.) Kelvin Tan Aik Pen and his family constitute significant shareholders of the Company but with less than
majority. The Board is satisfied that current Board composition fairly reflects the investment of minority shareholders of the
Company. Of the total eight (8) Board members, four (4) are Independent Directors and one (1) Executive Director who is not
related to the significant shareholder.
The roles of the Chairman and Group Managing Director are separately and clearly defined and the positions are individually
held by two (2) persons to ensure a balance of power and authority. The role of Chairman is to oversee the orderly conduct
and effectiveness of the Board by ensuring a cohesive working relationship between members of the Board whilst the Group
Managing Director has overall responsibility for the day-to-day management of the business and is responsible for the Group
strategies, organizational effectiveness, implementation of Board policies and decisions.
Generally, the Executive Directors are responsible for making and implementing operational and corporate decisions as well
as developing, coordinating and implementing business and corporate strategies. Non-Executive Directors play key supporting
roles, contributing knowledge and experience towards the formulation of policies and in the decision-making process. They could
provide the relevant checks and balances, focusing on shareholders’ and other stakeholders’ interests and ensuring that high
standards of corporate governance are applied. Where a potential conflict of interest may arise, it is mandatory practice for the
Director concerned to declare his interest and abstain from the decision-making process.
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
Directors’ Ethics
The Board of Directors of TSH continues to adhere to the Code of Ethics for Company Directors issued by the Companies
Commission of Malaysia (“Code of Ethics”).
The Board is ultimately responsible for the implementation of this Code of Ethics. The Board has delegated to the Nomination
Committee the responsibility to administer this Code of Ethics. Directors who learn of or suspect that a violation of the Code of
Ethics has occurred or is likely to occur must immediately report the violation to the Chairman of the Nomination Committee, or
to any other member of the Nomination Committee, except in the case of issues regarding the Company’s financial statements,
financial reporting, accounting, auditing matters or internal accounting controls of which it should be reported to the Chairman of
the Audit Committee. If a Director is unsure whether a violation should be reported to the Nomination or the Audit Committee, he
or she is encouraged to report to both Committees. Directors who report violations or suspected violations in good faith will not
be subject to retaliation of any kind. Reported violations will be treated confidentially to the extent possible.
Alleged violations of the Code of Ethics shall be investigated by the Nomination Committee and may result in discipline and other
action at the discretion of the Board upon recommendation of the Nomination Committee, including, where appropriate, removal
from the Board. The Board is ultimately responsible for the investigation and resolution of all issues that may arise under this
Code of Ethics.
Board Meetings
The Board meets regularly at least four (4) times a year with due notice of issues to be discussed and records its deliberations
and conclusions in discharging its duties and responsibilities. Additional meetings will be convened as and when required. In
the intervals between Board meetings, for exceptional matters requiring urgent Board decision, Board approvals are sought via
circular resolutions, which are supported with sufficient information required to make an informed decision.
During the financial year, the Board met four (4) times, whereat it deliberated and considered various matters including the Group’s
financial results, major investment and strategic decisions, business plan and direction of the Group. Details of attendance of
each Board member were as follows:
Name
23/02/11
18/05/11
19/08/11
17/11/11
Total
Datuk (Dr.) Kelvin Tan Aik Pen
•
•
•
•
4/4
Dato’ Tan Aik Sim
•
•
•
•
4/4
Datuk Suboh bin Md Yassin •
•
•
•
4/4
Dato’ Leong Sonny @ Leong Khee Seong
•
X
•
•
3/4
YB Datuk Nur Jazlan bin Mohamed •
•
•
X
3/4
Datuk Jaswant Singh Kler
•
•
•
•
4/4
Tan Aik Kiong
•
•
•
•
4/4
Lim Fook Hin
•
•
•
•
4/4
Tan Aik Yong (Alternate to *
*
*
*
*
Datuk (Dr.) Kelvin Tan Aik Pen)
* As an Alternate Director, he only needs to attend Board Meetings in the absence of Datuk (Dr.) Kelvin Tan Aik Pen.
Statement on Corporate Governance cont’d
Principal responsibilities of the Board
The main responsibilities of the Board comprise the following:•
•
•
•
•
•
•
•
•
Setting the objectives, goals and strategic plan for the Company with a view to maximizing shareholder value;
Adopting and monitoring progress of the Company’s strategy, budgets, plans and policies;
Overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed;
To consider and approve reserved matters covering corporate policies, material investment and acquisition/disposal of
assets;
Identifying principal risks and ensure implementation of appropriate systems to manage these risks;
Succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing senior
management;
Developing and implementing an investor relations programme or shareholder communications policy for the Company;
Reviewing the adequacy and the integrity of the Company’s internal control systems and management information systems,
including systems for compliance with applicable laws, regulations, rules, directives and guidelines; and
Reviewing the term of office and performance of the Audit Committee and each of its members at least once in every three
(3) years to determine whether the Audit Committee members have carried out their duties in accordance with their terms
of reference.
Directors’ Training
All Directors receive full and appropriate briefing on first appointment, with subsequent updating as necessary. All members of
the Board have attended the Mandatory Accreditation Programme training as required by the Bursa Malaysia Securities Berhad
Main Market Listing Requirements (“Bursa Securities Main Market Listing Requirements”).
For the year under review, all Directors had attended various seminars, conferences, briefings, forums and workshops (“training”)
to keep abreast of changes in the industry. The training attended by the Directors during the year, collectively or individually were
as follows:
Title of training
•
•
•
Type of training
Tax briefing on 2012 Malaysian Budget
Briefing
In-house tax seminar with
Seminar
PricewaterhouseCoopers, Jakarta Financial Institutions Directors’ Education Programme
Conference
Module 1
- Governance practice for the financial markets
in the 21st century
Module 2
- Risk governance, risk appetite, risks credit,
risks stress testing and WellFleet Bank case study
Module 3
- Governance frameworks & decision considerations in
financial institutions
- Effective internal controls
- Financial reporting
No. of hours/ days spent
1 day
1 day
7 days
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
Title of training
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Type of training
- Portfolio risk management & mitigation
- Financial analysis & red flags
- Achieving an effective Audit Committee
Module 4
- Board dynamics in controlled companies
- Implementing corporate governance implementation plan
The Wealth of Iskandar Malaysia Conference
Conference
CommunicAsia 2011
Seminar
National Conference on Accountancy – Conference
Towards Global Standards
Inter-Parliamentary Forum on Security Sector Forum
Governance (IPF-SSG) in Southeast Asia ITU Telecom World 2011
Conference
MIA-AFA Conference 2011
Conference
9th ISP National Seminar 2011 (Natsem 2011)
Seminar
Understanding Related Party & Conflict of Interest Seminar
Transactions Reporting Compliance
Workshop on Sustainable Aviation Fuel from Oil Palm Workshop
The International Conference on Sabah Heart of Conference
Borneo (HoB) Green Economy & Development :
Engaging Business for Environment
OSK Asean Corporate Day, Kuala Lumpur Conference
OSK Asean Corporate Day, Singapore
Conference
HwangDBS Roadshow, Singapore
Conference
Deutsche Corporate Day, Singapore
Conference
HwangDBS Roadshow, Hong Kong
Conference
International Conference on Mining & Sustainability Conference
No. of hours/ days spent
3 days
1 day
1 day
2 days
4 days
2 days
3 days
1 day
1 day
1 day
1 day
1 day
1 day
1 day
1 day
1 day
Supply of Information
All Directors are provided with an agenda and a set of Board papers containing information relevant to the business of the
meeting, including information on financial, operational and corporate matters prior to Board meetings. The Board papers are
issued in sufficient time to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed
before the meetings.
The Directors have access to all information within the Company, whether as a full board or in their individual capacity, to the
extent that the information required is pertinent to the discharge of their duties as Directors.
In addition, there are matters reserved specifically for the Board’s decision, including the approval of corporate proposals, plans
and annual budgets, acquisitions and disposals of undertakings and properties of a substantial value, major investments and
financial decisions and changes to the senior management and control structure within the Group, including key policies and
procedures and delegated authority limits.
Statement on Corporate Governance cont’d
The Board has also put into place a procedure for Directors, whether as a full Board or in their individual capacity, to take
independent professional advice at the Company’s expense, if necessary.
All Directors have access to the advice and services of the Company Secretaries in carrying out their duties.
The appointment and removal of the Company Secretaries is a matter for the Board as a whole.
Re-election of Directors
In accordance with the Company’s Articles of Association, all Directors shall retire from office once at least in each three (3) years,
but shall be eligible for re-election. An election of Directors shall take place each year.
Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section
129(6) of the Companies Act, 1965.
Committees established by the Board
The Board has delegated certain responsibilities and duties to the Board Committees as well as Management Committees
which operate within clearly defined terms of reference. These Committees are:•
Audit Committee
The composition and terms of reference of this Committee together with its report are set out in the ensuing pages of
this Annual Report.
•
Nomination Committee
In compliance with the Code, the Board has established a Nomination Committee on 26 June 2001. The Board has delegated
to the Nomination Committee the responsibility for proposing new nominees to the Board, recommending Directors to fill the
seats on Board Committees and for assessing Directors, Board and Board Committees on an ongoing basis.
In making its recommendations, the Nomination Committee will consider the candidates’ skills, knowledge, expertise and
experience, professionalism, integrity and in the case of candidates for the position of Independent Non-Executive Directors,
the Nomination Committee will also evaluate the candidates’ ability to discharge such responsibilities/functions as expected
from Independent Non-Executive Directors.
The Nomination Committee comprises the following members:
Datuk Suboh bin Md Yassin
Datuk Jaswant Singh Kler
- Chairman, Independent Non-Executive Director
- Member, Independent Non-Executive Director
The Company Secretaries shall ensure that all appointments are properly made and all necessary information is obtained
from Directors, both for the Company’s own records and for the purposes of meeting statutory obligations, as well as
obligations arising from the Bursa Securities Main Market Listing Requirements or other statutory requirements.
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
The Board has adopted a formal process to be carried out by the Nomination Committee for reviewing its own effectiveness
and that of its individual Directors and Board Committees. Each member of the Nomination Committee receives the Board
performance evaluation questionnaires and separate Committee performance evaluation forms. The assessment of the
Nomination Committee’s performance shall be carried out by individual members of the Nomination Committee. All Board
members are required to assess their own performance by completing the Director’s performance evaluation form. The
Company Secretary shall compile the results for submission to the Nomination Committee for review and assessment. The
Chairman of the Nomination Committee shall then report the findings and/or recommendations to the Board. All assessments
and evaluations carried out by the Nomination Committee in the discharge of all its functions are properly documented and
kept confidential.
During the financial year ended 31 December 2011, the Nomination Committee reviewed the required mix of skills and
experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board and
was of the view that all Non-Executive Directors have extensive experience in managing substantial business entities
covering the core business of the Group as well as knowledge and experience in finance and investment decision analysis
with independent judgement.
The Nomination Committee also evaluated the effectiveness of the Board as a whole, the various Committees and assessing
the contribution of each individual Director. Good and effective communications were established among Board members
and Board Committee members on official and unofficial basis and major policies and corporate proposals are vigorously
debated and scrutinised before putting to a vote.
All members of the Board and the Committees have been diligent and have exercised due reasonable care in discharging
their duties and responsibilities, include inter alia:•
The Board reviewed the Group’s operation in particular comparison of actual results with budget. Where deemed
necessary, explanations for variances are sought from management. Proposals submitted by management are
extensively reviewed and debated; in particular the Board had deliberated at length the Group’s expansion of plantation
activities into Indonesia.
•
At each Audit Committee meeting, the Head of Internal Audit personally reports audit findings, audit recommendations
and management’s response. The Audit Committee will give their views on each aspect of the audit findings and
recommend further follow up measures where necessary. The annual audit plan is approved by the Audit Committee.
•
The Remuneration Committee assists the Board in developing a policy on remuneration of Directors to attract and retain
Directors and ensure that rewards and remuneration packages are commensurate with each of their expected
responsibilities and contribution to growth and profitability of the Company.
The remuneration of the Executive Directors is structured on the basis of linking rewards to corporate and individual
performance whereas for Non-Executive Directors, the level of remuneration reflects the experience and level of
responsibilities.
The annual Directors’ fees payable to Non-Executive Directors are subject to shareholders’ approval at the Annual
General Meeting based on recommendation of the Board. Additional allowances are paid to certain Non-Executive
Directors in accordance with the number of meetings attended during the financial year.
The Committee makes recommendations to the Board on the appropriate levels and forms of remuneration for
Directors.
Statement on Corporate Governance cont’d
•
ESOS Committee administers the Company’s ESOS Scheme in accordance with ESOS By-Laws and to determine the
participation, eligibility, option offers and share allocations (based on the performance, seniority and number of years of
service) and to attend to such other matters as may be required.
•
Risk Management Committee assists the Audit Committee in ensuring an effective process to continuously identify,
assess and manage risks and reviews the efficacy of internal controls within the Group.
•
Corporate Governance Committee reviews and formulates all corporate governance policies and procedures for Board’s
consideration and monitor compliance.
•
Employees’ Share Option Scheme (“ESOS”) Committee
The ESOS Committee administers the Company’s Employees’ Share Option Scheme (“the Scheme”) established on 1 March
2002. The ESOS Committee comprises the following members:-
Datuk (Dr.) Kelvin Tan Aik Pen
Dato’ Tan Aik Sim
Datuk Jaswant Singh Kler
Lim Fook Hin
-
-
-
-
Chairman, Non-Independent Non-Executive Director
Member, Group Managing Director
Member, Independent Non-Executive Director
Member, Executive Director
The ESOS Committee has the power to administer the Scheme and to issue shares in respect of the ESOS at any time upon
such terms and conditions in accordance with the provisions of the By-Laws as approved by the relevant authorities and for
such purposes as the ESOS Committee may deem fit provided that the aggregate number of shares to be issued does not
exceed 10% of the issued share capital of the Company at the time of offer.
The ESOS Committee meets as and when necessary and may make decisions by way of circular resolutions.
The ESOS Committee has been dissolved following the expiration of the Scheme on 28 February 2012.
•
Remuneration Committee
In compliance with the Code, the Board has established a Remuneration Committee on 26 June 2001, comprising:Datuk Jaswant Singh Kler
Datuk Suboh bin Md Yassin
Lim Fook Hin
- Chairman, Independent Non-Executive Director
- Member, Independent Non-Executive Director
- Member, Executive Director
The Remuneration Committee’s primary responsibility is to recommend to the Board the remuneration of the Executive
Directors and senior management staff at director level in all its forms, drawing from outside advice as necessary. The
Executive Directors play no part in deciding their own remuneration and the Directors concerned shall abstain from all
discussion pertaining to their remuneration. The Board as a whole determines the remuneration package of Non-Executive
Directors.
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
•
Corporate Governance Committee
A Corporate Governance Committee was established on 2 February 2005 comprising Dato’ Tan Aik Sim, Lim Fook Hin, Tan Aik
Yong and Chow Yeen Lee and given the responsibility to look into corporate governance issues and to formulate proposals
on policies and procedures for the Board’s consideration.
•
Risk Management Committee
The Risk Management Committee was established to oversee the implementation of the risk management system in the
Group.
The Committee comprising Dr. Ong Eng Wah, Lim Fook Hin, Tan Aik Yong and Chew Siew Yeng reports to the Audit Committee
and assists the Audit Committee in overseeing the management of risk issues and reviews the efficacy of internal controls
within the Group.
B. DIRECTORS’ REMUNERATION
The details of the remuneration of the Directors of the Company for the financial year under review are as follows:1.
Aggregate remuneration of the Directors categorised into appropriate components:-
Remuneration Packages
Directors’ Fees
Salaries
Bonuses / Allowance
Other emoluments
EPF / Benefits-in-kind
TOTAL
Total per annum for the financial year ended
31 December 2011
Executive Directors
Non-Executive Directors
RM
RM
1,200
180,000
2,868,000
-
1,323,000
191,000
-
540,000
777,498
187,283
4,969,698
1,098,283
2.
The number of Directors whose total remuneration fall within the following bands:-
Range of Remuneration (RM)
Below 50,000
50,001 -
100,000
550,001 -
600,000
650,001 -
700,000
850,001 -
900,000
1,350,001 - 1,400,000
2,300,001 - 2,350,000
Number of Directors
Executive
Non-Executive
-
2
-
2
1
1
-
1
1
1
-
The Company does not consider disclosure of details of remuneration of each Director to be appropriate.
Statement on Corporate Governance cont’d
C.
RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS
TSH recognizes the importance of establishing a direct line of communication with shareholders and investors through timely
dissemination of information on the Group’s performance and major development via appropriate channels of communication.
Dissemination of information includes the distribution of the Annual Report and relevant circulars, issuance of press releases,
quarterly financial performance of the Company and TSH Group to Bursa Securities, Securities Commission and the public as well
as by press conference.
The Board has appointed Datuk Jaswant Singh Kler as Senior Independent Non-Executive Director to whom concerns may be
conveyed. At all times, shareholders may contact the Company Secretaries for information on the Company.
In addition, the Company maintains a website at www.tsh.com.my for shareholders and the public to access information on
amongst others, the Company’s background, business activities and products, social responsibility, updates on its various news
and events and financial performance.
Annual General Meeting (“AGM”) and Extraordinary General Meeting (“EGM”)
The Chairman and the Board encourage shareholders to attend and participate in the AGM and EGM. The shareholders are
given the opportunity to seek clarification on any matters pertaining to the business and financial performance of the Company.
Members of the Board as well as the external auditors and representatives from the share registrar of the Company are present
to answer questions raised at the meeting.
A press conference is usually held immediately after the AGM or EGM where questions on the Group’s activities and performance
from the press are answered by the Board. Board members are also available before and after these meetings for informal
discussions.
Dividend policy
TSH has closely observed its policy of distributing 20% to 30% dividend payout calculated on its net profit for the past few years.
The Company will continue to adhere to this policy.
D. ACCOUNTABILITY AND AUDIT
Financial Reporting
The Company’s financial statements are prepared in accordance with the provisions of the Companies Act, 1965 and applicable
approved accounting standards in Malaysia. The Board is responsible to ensure that the financial statements give a true and fair
view and balanced and understandable assessment of the state of affairs of the Company and of the Group. The Audit Committee
assists the Board to ensure accuracy and adequacy of all information for disclosure.
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
Internal Control
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investment and the
Company’s assets. The Company has already effected several systems of internal control covering financial controls, operational
and compliance controls and risk management. Some of the systems have been in place over the years and will continue to be
reviewed, added on or updated in line with the changes in the operating environment. The Board seeks regular assurance on the
continuity and effectiveness of the internal control system through independent appraisals by the internal and external auditors.
Whistle Blowing Policy
The Board in its effort to enhance corporate governance has put in place a whistle blowing policy to provide an avenue for
employees and stakeholders to report genuine concerns about malpractices, unethical behaviour or misconduct without fear of
reprisal. Any concerns raised will be investigated and outcome of such investigation will be reported to the Board. Appropriate
action will be taken to resolve the issue.
Relationship with the Auditors
The Board through the establishment of an Audit Committee maintains a formal and transparent arrangement with the Company’s
auditors. The internal audit department communicates regularly with the members of the Audit Committee and attends all
meetings of the Audit Committee. The external auditors are invited to attend the Audit Committee meetings.
This statement has been reviewed and approved by the Board of Directors at a meeting held on 22 February 2012.
ADDITIONAL COMPLIANCE INFORMATION IN ACCORDANCE WITH PARAGRAPH 9.25 OF BURSA SECURITIES MAIN
MARKET LISTING REQUIREMENTS AS SET OUT IN APPENDIX 9C
1.
Utilisation of Proceeds
No proceeds were raised by the Company from any corporate proposal during the financial year.
2.
Share Buy-Back
During the financial year, a total of 2,282,800 ordinary shares were purchased and retained as treasury shares. The details of
the shares purchased were as follows:
Monthly
breakdown
May 2011
June 2011
September 2011
October 2011
November 2011
No. of shares purchased & retained
as treasury shares
1,064,400
582,200
318,700
316,500
1,000
Purchase price Average price
per share (RM)
per share Lowest Highest
(RM)
2.86
3.02
2.83
2.80
3.82
3.20
3.16
3.00
2.92
3.82
3.04
3.08
2.94
2.86
3.82
Total cost
(RM)
3,260,155
1,806,339
941,377
912,655
3,865
As at 31 December 2011, the total number of shares held as treasury shares was 6,881,900. None of the treasury shares were
resold or cancelled during the financial year.
Statement on Corporate Governance cont’d
3.
Options, Warrants or Convertible Securities
The Company does not have any warrants or convertible securities in issue. The Company’s ESOS came into effect on 1 March
2002. The details of the ESOS exercised during the financial year are disclosed in Note 38 to the financial statements.
The ESOS expired on 28 February 2012.
4.
American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme
The Company did not sponsor any ADR or GDR programme during the financial year.
5.
Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company, its subsidiaries, Directors and management by the relevant
regulatory bodies which have material impact on the operations or financial position of the Group during the financial year ended
31 December 2011.
6.
Non-Audit Fees
Non-audit fees amounting to RM202,000 (Group) and RM133,000 (Company) were paid to external auditors for the financial
year ended 31 December 2011.
7.
Variation in Results
There were no material variations between the audited results for the financial year ended 31 December 2011 and the unaudited
results for the quarter ended 31 December 2011 of the Group. Explanation and reconciliation are not required for variation of less
than 10%.
8.
Profit Guarantee
The Company did not give any profit guarantee during the financial year.
9.
Material Contracts
During the financial year under review, save as disclosed in the sections under Recurrent Related Party Transactions set out in
the ensuing pages of this Annual Report, there were no material contracts entered into by the Company and/or its subsidiaries
involving Directors’ and major shareholders’ interests which were still subsisting at the end of the financial year or if not then
subsisting, entered into since the end of the previous financial year.
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
10. Employee Share Scheme
The Company currently has one (1) ESOS in existence and only executive directors and employees of the TSH Group are eligible
to participate in the Scheme. The ESOS expired on 28 February 2012.
The details of ESOS are as follows:
Total number of
ESOS granted during the financial year
Nil
Total number of ESOS exercised
during the financial year
Total ESOS
outstanding as at
6 December 2011
*Total ESOS
outstanding as at
31 December 2011
973,000
1,143,000
2,286,000
* Adjustment to the balance of options remain unexercised and exercise price due to implementation of Bonus Issue on the basis of one (1) bonus share for every one (1)
existing ordinary share of RM0.50 each on 6 December 2011.
Aggregate ESOS granted to directors
Aggregate ESOS
exercised by
directors **Aggregate ESOS
balance after
adjustment
Aggregate ESOS
exercised by
directors Aggregate ESOS
outstanding as at
31 December 2011
4,880,000
753,000
12,381,000
12,381,000
Nil
** Adjustment to the balance of options remain unexercised and exercise price due to implementation of Bonus Issue on the basis of one (1) bonus share for every two (2)
existing ordinary shares of RM1.00 each and Share Split involving subdivision of every one (1) ordinary share of RM1.00 each into two (2) ordinary shares of RM0.50 each
on 13 January 2005.
Director and senior management
Aggregate maximum allocation (%)
***50
Actual percentage granted (%)
Since commencement
During the
of the Scheme
financial year
39.35
Nil
*** In accordance with the ESOS By-Laws, not more than fifty percent (50%) of the shares available under the Scheme should be allocated, in aggregate, to the Directors and
senior management.
Statement on Corporate Governance cont’d
11. Recurrent Related Party Transactions of a Revenue or Trading Nature
At the last Annual General Meeting of the Company held on 20 May 2011, the Company had obtained a Mandate from its
shareholders to allow the Company and/or its subsidiaries to enter into Recurrent Related Party Transactions of a Revenue or
Trading Nature (“Recurrent Transactions”). In accordance with Paragraph 10.09(1)(b) of Bursa Securities Main Market Listing
Requirements, details of the Recurrent Transactions conducted during the financial year ended 31 December 2011 pursuant to the
said Shareholders’ Mandate were as follows:
Nature of
Recurrent
Transactions
Aggregate value of
transactions made
during the financial
year (RM)
Name of
Companies
Related
parties
TSH
Plantation
Sdn. Bhd.
(“TSHP”) and
TSH
Plantation
Management
Sdn. Bhd.
(“TSHPM”)
TSH-Wilmar
Sdn. Bhd.
(“TSH-W”)
TSH-W is a jointly-owned company in which
TSH holds 50% equity interest. Datuk (Dr.)
Kelvin Tan Aik Pen is a Director and substantial
shareholder of TSH. He also holds directorship
in TSH-W and TSHPM. Tan Aik Kiong and Lim
Fook Hin are Directors and shareholders of
TSH and both of them also hold directorships
in TSHP, TSHPM and TSH-W. Tan Aik Yong is
an Alternate Director and shareholder of TSH.
He also holds directorship in TSHP. Dato’ Tan
Aik Sim is a Director and shareholder of TSH
and person connected to Datuk (Dr.) Kelvin Tan
Aik Pen, Tan Aik Kiong and Tan Aik Yong. Tan
Soon Hong, Ong Yah Ho, Tan Ah Seng, Tan Aik
Choon, Tan Ek Huat, Tan Aik Hwa, Tan Swee
Luan and Chin Chui Fong are shareholders
of TSH and persons connected to Datuk (Dr.)
Kelvin Tan Aik Pen, Tan Aik Kiong and Tan Aik
Yong. Tan Soon Hong, Tan Aik Choon, Tan Ek
Huat and Tan Aik Hwa are also directors of
certain TSH subsidiaries. Cheong Sau Kum is
a shareholder of TSH and person connected to
Lim Fook Hin.
Sale of crude
palm oil to
TSH-W by TSHP
& TSHPM
623,500,668
TSHP and
TSHPM
TSH-W
Same as disclosed above
Sale of palm
kernel to TSH-W
by TSHP &
TSHPM
102,204,975
TSHP and
TSHPM
TSH-W
Same as disclosed above
Purchase of crude
palm oil from
TSH-W by TSHP
& TSHPM
Nil
TSHP
TSH-W
Same as disclosed above
Provision for
transportation
for the delivery
of palm kernel
expeller and
empty fruit
bunches liquor by
TSHP to TSH-W
153,479
Class of related party
TSH Resources Berhad Annual Report 2011
Statement on Corporate Governance cont’d
Nature of
Recurrent
Transactions
Name of
Companies
Related
parties
TSHP and
TSHPM
TSH-Wilmar
(BF) Sdn. Bhd.
(“TSH-W(BF)”)
TSH-W (BF) is a jointly-owned company in
which TSH holds 50% equity interest. Datuk
(Dr.) Kelvin Tan Aik Pen is a Director and
substantial shareholder of TSH. He also holds
directorship in TSH-W (BF) and TSHPM. Tan
Aik Kiong and Lim Fook Hin are Directors and
shareholders of TSH and both of them also
hold directorships in TSHP, TSHPM and TSH-W
(BF). Tan Aik Yong is an Alternate Director and
shareholder of TSH. He also holds directorship
in TSHP. Dato’ Tan Aik Sim is a Director and
shareholder of TSH and person connected to
Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong
and Tan Aik Yong. Tan Soon Hong, Ong Yah Ho,
Tan Ah Seng, Tan Aik Choon, Tan Ek Huat, Tan
Aik Hwa, Tan Swee Luan and Chin Chui Fong
are shareholders of TSH and persons connected
to Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong
and Tan Aik Yong. Tan Soon Hong, Tan Aik
Choon, Tan Ek Huat and Tan Aik Hwa are also
directors of certain TSH subsidiaries. Cheong
Sau Kum is a shareholder of TSH and person
connected to Lim Fook Hin.
Sale of palm oil
wastes, namely
empty fruit
bunches, fibre,
shell and etc to
TSH-W (BF) by
TSHP & TSHPM
TSHP and
TSHPM
Velocity Gain
Sdn. Bhd.
(“VGSB”)
Tan Aik Kiong and Lim Fook Hin are Directors of
TSH, TSHP, TSHPM and VGSB. They also hold
direct and/or indirect shareholdings in TSH and
VGSB. Tan Aik Yong is an Alternate Director of
TSH and holds directorship in TSHP and VGSB.
He also holds direct shareholding in TSH and
indirect shareholding in VGSB. Ho Chui Mee
Theresa is a director and shareholder of VGSB
and person connected to Tan Aik Yong. Chin
Chui Fong is a director of VGSB, shareholder
of TSH and person connected to Tan Aik Kiong.
Lim Bek Yee is a shareholder of VGSB and
Cheong Sau Kum is a director and shareholder
of VGSB and also shareholder of TSH. Both of
them are persons connected to Lim Fook Hin.
Purchase of oil
palm fresh fruit
bunches from
VGSB by TSHP &
TSHPM
TSH Biotech
Sdn. Bhd.
(“TSH
Biotech”)
Serijaya Industri Serijaya is a wholly-owned subsidiary of
Sdn. Bhd.
Innoprise Plantations Berhad (“Innoprise”).
(“Serijaya”)
TSH is a substantial shareholder of Innoprise.
Datuk (Dr.) Kelvin Tan Aik Pen is a substantial
shareholder and Director of TSH and he also
holds directorships in Innoprise and Serijaya.
Tan Aik Kiong is a Director of TSH and TSH
Biotech and shareholder of TSH. Lim Fook Hin
is a Director of TSH, TSH Biotech, Serijaya
and Innoprise and he is also a shareholder
of TSH. Tan Aik Yong is an Alternate Director
and shareholder of TSH and he also holds
directorship in TSH Biotech. Dato’ Tan Aik
Sim is a Director and shareholder of TSH and
person connected to Datuk (Dr.) Kelvin Tan Aik
Class of related party
Sale of tissue
culture oil palm
(ramets) to
Serijaya by TSH
Biotech
Aggregate value of
transactions made
during the financial
year (RM)
971,690
1,514,655
540,900
Statement on Corporate Governance cont’d
Name of
Companies
Related
parties
Class of related party
Nature of
Recurrent
Transactions
Aggregate value of
transactions made
during the financial
year (RM)
Pen, Tan Aik Kiong and Tan Aik Yong. Tan Soon
Hong, Ong Yah Ho, Tan Ah Seng, Tan Aik Choon,
Tan Ek Huat, Tan Aik Hwa, Tan Swee Luan and
Chin Chui Fong are shareholders of TSH and
persons connected to Datuk (Dr.) Kelvin Tan
Aik Pen, Tan Aik Kiong and Tan Aik Yong. Tan
Soon Hong, Tan Aik Choon, Tan Ek Huat and
Tan Aik Hwa are also directors of certain TSH
subsidiaries. Cheong Sau Kum is a shareholder
of TSH and person connected to Lim Fook Hin.
Rosely bin Kusip is a director of TSH Biotech
and alternate director of Serijaya and
Innoprise.
TSHP
Serijaya
Serijaya is a wholly-owned subsidiary of
Innoprise. TSH is a substantial shareholder of
Innoprise. Datuk (Dr.) Kelvin Tan Aik Pen is a
substantial shareholder and Director of TSH
and he also holds directorships in Innoprise and
Serijaya. Tan Aik Kiong is a Director of TSH and
TSHP and shareholder of TSH. Lim Fook Hin is
a Director of TSH, TSHP, Serijaya and Innoprise
and he is also a shareholder of TSH. Tan Aik
Yong is an Alternate Director and shareholder
of TSH and he also holds directorship in TSHP.
Dato’ Tan Aik Sim is a Director and shareholder
of TSH and person connected to Datuk (Dr.)
Kelvin Tan Aik Pen, Tan Aik Kiong and Tan
Aik Yong. Tan Soon Hong, Ong Yah Ho, Tan
Ah Seng, Tan Aik Choon, Tan Ek Huat, Tan Aik
Hwa, Tan Swee Luan and Chin Chui Fong are
shareholders of TSH and persons connected to
Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong
and Tan Aik Yong. Tan Soon Hong, Tan Aik
Choon, Tan Ek Huat and Tan Aik Hwa are also
directors of certain TSH subsidiaries. Cheong
Sau Kum is a shareholder of TSH and person
connected to Lim Fook Hin. Rosely bin Kusip
is a director of TSHP and alternate director of
Serijaya and Innoprise.
Purchase of fresh
fruit bunches from
Serijaya by TSHP
Nil
TSH Resources Berhad Annual Report 2011