CONTENTS 2-4 Notice of Annual General Meeting 5 Statement Accompanying Notice of Annual General Meeting 6-7 Corporate Information 8-10 Profile of The Directors 11 Statement of Directors’ Responsibility 12-14 Chairman’s Statement 15-19 Statement on Corporate Governance 20-21 Statement on Internal Control 22-23 Other Information Required by the Listing Requirements of Bursa Malaysia Securities Berhad 24-28 Audit Committee Report 29-66 Financial Statements 67 Properties of the Group 68-70 Statistics on Shareholdings 71 Proxy Form
Transcript
CONTENTS
2-4 Notice of Annual General Meeting
5 Statement AccompanyingNotice of Annual General Meeting
6-7 Corporate Information
8-10 Profile of The Directors
11 Statement of Directors’ Responsibility
12-14 Chairman’s Statement
15-19 Statement on Corporate Governance
20-21 Statement on Internal Control
22-23 Other Information Required by the Listing Requirements of Bursa Malaysia Securities Berhad
24-28 Audit Committee Report
29-66 Financial Statements
67 Properties of the Group
68-70 Statistics on Shareholdings
71 Proxy Form
NOTICE OF ANNUAL GENERAL MEETING
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NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at
Concorde V, Level 2, Concorde Hotel Shah Alam, 3 Jalan Tengku Ampuan Zabedah C9/C, 40100
Shah Alam, Selangor Darul Ehsan on Thursday, 23 June 2005 at 10.00 a.m. for the following
purposes:-
AGENDA
As Ordinary Business
1. To receive and adopt the Audited Financial Statements for the year ended 31 December
2004 together with the Reports of the Directors and the Auditors thereon.
2. To approve the payment of Directors' Fees of RM78,000 in respect of the year ended
31 December 2004.
3. To re-elect the following Directors who retire in accordance with Article 86.1 of the
Company's Articles of Association:
Syed Ahmad Badiuzaman bin Syed Noordin
Lt. Jen. (B) Dato’ Seri Zaini bin Haji Mohd Said
4. To re-elect the following Directors who retire in accordance with Article 93 of the
Company's Articles of Association:
Dato’ Muhamad bin Jantan @ Mustapha
Dato’ Amanullah bin Mohamed Yusoof
5. To re-appoint Messrs KPMG as Auditors of the Company and to authorise the Directors to fix
their remuneration.
As Special Business
To consider and, if thought fit, to pass the following ordinary resolutions:-
6. Authority under Section 132D of the Companies Act, 1965 for the Directors to issue shares
“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are
hereby authorised to issue shares in the Company at any time until the conclusion of the
next Annual General Meeting and upon such terms and conditions and for such purposes as
the Directors may in their absolute discretion deem fit, provided that the aggregate number
of shares to be issued does not exceed 10 per centum of the Issued Share Capital of the
Company for the time being, subject always to the approval of all the relevant regulatory
bodies being obtained for such allotment and issue.”
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3Ordinary Resolution 4
Ordinary Resolution 5Ordinary Resolution 6
Ordinary Resolution 7
Ordinary Resolution 8
NOTICE OF ANNUAL GENERAL MEETING(CONT’D)
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7. Proposed Renewal of existing Shareholders’ Mandate for Recurrent Related Party Transactions (“RRPT”) of a Revenue or Trading Nature and New Mandate for additional RRPT of a Revenue or Trading Nature
“THAT, subject to the Companies Act, 1965 (“Act”), Memorandum and Articles of Association
of the Company and the Listing Requirements of Bursa Malaysia Securities Berhad, approval
be and is hereby given to the Company and/or it subsidiaries (“AVCB Group”) to enter into
any of the categories of RRPT as set out in Column 5 of the Section 2.4 of the Circular dated
1 June 2005 with the related parties mentioned therein which are necessary for the Group’s
day-to-day operations subject to the following:-
a) the transactions are in the ordinary course of business and based on normal commercial
terms which are not more favourable to the related parties than those generally available
to the public and are not detrimental to the minority shareholders of the Company; and
b) disclosure is made in the annual report of the aggregate value of transactions conducted
during the financial year pursuant to the approval hereby given.
AND THAT such approval shall continue to be in force until:
i) the conclusion of the next Annual General Meeting (“AGM”) of AVCB, at which time it will
lapse, unless authority is renewed by a resolution passed at the next AGM;
ii) the expiration of the period within which the next AGM is to be held pursuant to Section
143(1) of the Act (but shall not extend to such extensions as may be allowed pursuant to
Section 143(2) of the Act); or
iii) revoked or varied by a resolution passed by the shareholders in a general meeting before
the next AGM,
whichever is the earlier.
AND THAT the Board of Directors of the Company be and are hereby authorized to complete
and do all such acts and things as they may consider expedient or necessary to give full
effect to the Proposed Shareholders’ Mandate.”
BY ORDER OF THE BOARD
SAW BEE LEAN (MAICSA 0793472)
TAI YIT CHAN (MAICSA 7009143)
Company Secretaries
Selangor Darul Ehsan
Date: 1 June 2005
Ordinary Resolution 9
NOTICE OF ANNUAL GENERAL MEETING(CONT’D)
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Notes:
1. A member entitled to attend and vote at this meeting may appoint a proxy or proxies to vote in his stead. Where a member appoints
two (2) or more proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings to be represented
by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy
without limitation and the provisions of Section 149(1)(b) of the Companies Act 1965 shall not apply to the Company.
2. The instrument appointing a proxy, in the case of an individual, shall be signed by the appointor or by his attorney duly authorised
in writing, and in the case of a corporation, shall be either given under its common seal or under the hand of an officer or attorney
duly authorised.
3. The instrument appointing a proxy must be deposited at the Company’s Registered Office at Lot 22225, Batu 7, Jalan Bukit
Kemuning, Section 32, 40460 Shah Alam, Selangor Darul Ehsan not less than forty-eight hours before the time appointed for holding
the meeting or any adjournment thereof.
Explanatory Notes on Special Business
4. The Ordinary Resolution 8, if passed, will empower the Directors to allot and issue shares in the Company up to an amount not
exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the
interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual
General Meeting.
5. The Ordinary Resolution 9, if passed, will allow the AVCB Group to enter into recurrent related party transactions in the ordinary
course of business and the necessity to convene separate general meetings from time to time to seek shareholders’ approval as and
when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time,
inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the
AVCB Group or adversely affecting the business opportunities available to the AVCB Group. The shareholders’ mandate is subject to
renewal on an annual basis.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
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Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) appended
hereunder are:-
1. The Directors who are standing for re-election as in Ordinary Resolutions 3 to 6 of the Notice of Annual General Meeting of
the Company are as follows:
i. Syed Ahmad Badiuzaman bin Syed Noordinii. Lt. Jen. (B) Dato’ Seri Zaini bin Haji Mohd Saidiii. Dato’ Muhamad bin Jantan @ Mustaphaiv. Dato’ Amanullah bin Mohamed Yusoof
2. Details of Attendance of Directors at Board Meetings.
There were five (5) Board of Directors Meetings held during the financial year ended 31 December 2004.
The attendance of Directors at Board Meetings held during the financial year ended 31 December 2004 were as follows:-
Name of Directors Attendance %
Datuk Hj. Sarip bin Hamid 5 / 5 100
Hj. Safar bin Awang 5 / 5 100
Syed Ahmad Badiuzaman bin Syed Noordin
- as Chief Executive Officer 5 / 5 100
Ashari bin Ayub 5 / 5 100
Set Hin Fook 5 / 5 100
Mohamad Ariff bin Puteh 4 / 5 80
Lt. Jen. (B) Dato’ Seri Zaini bin Haji Mohd Said 4 / 5 80
Dato’ Muhamad bin Jantan @ Mustapha 2 / 2 100
(appointed on 25 June 2004)
3. The Annual General Meeting of the Company will be held at:
Venue : Concorde V, Level 2,
Concorde Hotel Shah Alam,
3 Jalan Tengku Ampuan Zabedah C9/C,
40100 Shah Alam,
Selangor Darul Ehsan
Date : 23 June 2005
Time : 10.00 a.m.
4. Profile of the Directors who are standing for re-election are set out on page 8 and 9 of the Annual Report. Their shareholdings are
disclosed in page 68 of the Annual Report.
CORPORATE INFORMATION
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AUDIT COMMITTEEAshari bin AyubChairman (Independent Non-Executive Director )
Syed Ahmad Badiuzaman bin Syed NoordinMember(Non-Independent Non-Executive Director)
Set Hin FookMember(Independent Non-Executive Director)
Nomination CommitteeSet Hin Fook (Chairman)Datuk Haji Sarip bin Hamid (Member)Ashari bin Ayub (Member)
Remuneration CommitteeAshari bin Ayub (Chairman) Datuk Haji Sarip bin Hamid (Member)Set Hin Fook (Member)
Employees’ Share Option Scheme (“ESOS”)CommitteeSet Hin Fook (Chairman)Ashari bin Ayub (Member) Syed Ahmad Badiuzaman bin Syed Noordin (Member)
REGISTERED OFFICELot. 22225, Batu 7,Jalan Bukit KemuningSeksyen 32,40460 Shah AlamSelangor Darul EhsanTel No : 03-5121 2329Fax No: 03-5121 1323
COMPANY SECRETARIESSaw Bee Lean (MAICSA 0793472)
Tai Yit Chan (MAICSA 7009143)
SHARE REGISTRARTenaga Koperat Sdn. Bhd.20th Floor, Plaza Permata, Jalan KamparOff Jalan Tun Razak50400 Kuala LumpurTel No : 03 - 4041 6522Fax No: 03 - 4042 6352
PRINCIPAL BANKERSBank Islam Malaysia BerhadBank Pembangunan & Infrastruktur MalaysiaBerhadMalayan Banking Berhad
STOCK EXCHANGE LISTINGSecond Board of theBursa Securities
In 1999, Dato' Amanullah decided to further develop his entrepreneurial skills and consequently decided to build his own
business. Through his investment holding company Pivotal Achievement Sdn Bhd, where he sits as the Executive
Chairman, Dato' Amanullah has today vast business interests in the fields of oil and gas, information technology,
healthcare and healthcare informatics and property development.
PROFILE OF THE DIRECTORS (CONT’D)
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ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS
Other information of the Directors are as follows:
(i) Family relationship with any Director and / or major shareholder
• There is no family relationship among the directors.
(ii) Conviction for offences
• None of the Directors have any conviction for offences within the past 10 years.
(iii) Conflict of interest with the Group
• None of the Directors have any conflict of interest with the Group.
(iv) Number of Board meetings attended in the financial year ended 31 December 2004
• Please refer page 5 in the Annual Report for details.
STATEMENT OF DIRECTORS’RESPONSIBILITY
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In preparing the annual financial statements of the Group and of the Company, the Directors are collectively responsible to ensure that
these financial statements have been prepared to give a true and fair view of the state of affairs of the Group and the Company at the
end of the financial year and the results and cash flows of the Group and the Company in accordance with the applicable approved
accounting standards in Malaysia, the provisions of the Companies Act, 1965 and the Listing Requirements of the Bursa Securities.
In preparing the financial statements for the year ended 31 December 2004 set out on pages 29 to 66 of this Annual Report, the Directors
have applied appropriate accounting policies on a consistent basis and made judgments and estimates that are reasonable and prudent.
The Directors have responsibility for ensuring that proper accounting records are kept which disclose with reasonable accuracy, the
financial position of the Group and the Company and which enable them to ensure that the financial statements comply with the
Companies Act, 1965.
The Directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
CHAIRMAN’S STATEMENT
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Dear Shareholders:
On behalf of the Board of Directors, I ampleased to present the Annual Reportand Audited Financial Statements ofAV Ventures Corporation Berhad for thefinancial year ended 31 December 2004.
ECONOMIC PERFORMANCE
2004 saw continued growth in the Malaysian economy,
which was largely the result of several factors, including
a strong export sector, healthy consumer demand, and a
rebound in tourism after last year’s Severe Acute
Respiratory Syndrome (SARS) epidemic.
The nation’s GDP posted a rise of nearly 2 percentage
points, from a strong 5.2% in 2003, to an even more robust 7.1% GDP in 2004. These gains were even more impressive in light of
continued jitteriness in world financial markets due to the ongoing Iraq War, and the global war on terror.
Malaysia’s financial markets also reflected the country’s strong economic position, as Bursa Malaysia’s Composite Index rose nearly
13%, to 907 at year’s end.
INDUSTRY PERFORMANCE
Total Industry Volume (TIV) in 2004 posted a record 487,605 units in 2004, an increase of 20% over 2003. Production of national
makes increased by 5% over the previous year. This was attributable to several factors, including an unusually high number of new
models, competitive pricing and incentive packages, lower hire purchase rates and longer loan repayment periods.
The government took a further step in stabilising the automotive industry’s recent volatility by announcing a new tax structure, thus
providing a more predictable climate for growth.
The Group took advantage of this positive industry environment and was able to improve both turnover and profitability.
CHAIRMAN’S STATEMENT (CONT’D)
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FINANCIAL PERFORMANCE
I am pleased to report that our extensive expansion programme of the last two years, which saw significant capital investment
expenditure, has finally begun to bear fruit.
The Group recorded a turnover of RM43.06 million for the financial year ended 31 December 2004, compared with RM33.46 million for
the previous year, an impressive gain of 29%.
The Group also posted a profit after taxation of RM1.188 million as compared with a loss of RM3.311 million in 2003.
The increase in both turnover and profit was due to the successful completion of the expansion operation of the last two years,
comprising new and upgraded manufacturing capabilites, new product development, and improved quality assurance controls, as well
as the disposal of non-core business and non-performing assets.
This represents a small yet significant turnaround for the Group, and signals, we believe, the beginning of a new era of growth
and profitability.
REVIEW OF OPERATIONS
Most significantly, 2004 saw the completion of the Group’s extensive restructuring exercise, whose primary goal was the
transformation of the core automotive business from a product/component supplier to that of an integrated systems and solutions
provider. The major capital outlays which were required had finally begun to see results, particularly in the last six months of 2004.
Consistent with this strategy, we are particularly pleased with the performance of several Group subsidiaries in achieving this integrative
transformation: Automako progressed from arm-and-blade assembly to building wiper systems as well as introducing a new product
washer system; Aventur Door System, in line with its name change, now produces door systems, and also came out with a new sash
assembly; Noble Decree expanded its disc-type horns operations to offer a wider range of horns; and Autoventure Mando has
successfully introduced a new product called power rack and pinion, as an extension to steering system components.
We are also pleased to report that Aventur Door System and Automako achieved TS16949 certification from TUV Germany on 1 October
2004 and Autoventure Mando achieved the same certification in April 2005.
NEW HORIZONS, AND A NEW ERA
2004 also marked the beginning of a bold new era for AVCB. Its new controlling shareholders have intention for an ambitious and
aggressive long-term expansion that will see the Group move into oil and gas, healthcare services and information technology.
The strategy calls for the Group to build its oil and gas venture in partnership with companies in Southeast Asia and the Middle East.
The Group is also poised to become an integrated healthcare services provider both in Malaysia and overseas.
PROSPECTS
The latest projections from the government indicate a continuation of the favourable growth trends of the past two years, with nearly all-
major sectors, including manufacturing, services, and commodity markets performing strongly. These in turn should fuel consumer
demand along with higher spending.
The latest Malaysian Automobile Association (MAA) forecasts continued strong growth in the automotive sector for 2005, with some
industry analysts looking at a 5% increase or higher. Factors cited are more new models being offered– and in particular response to
the high demand for MPV models– as well as continued low hire purchase interest rates, all of which will contribute to solid demand. In
addition, the Government is set to announce new fiscal guidelines by mid-year to ensure competitiveness of CKD vehicles in Malaysia.
The new motor vehicle tax structure, effective 1 January 2005 will ensure the stability of car prices and by extension, the viability of the
local automotive industry, providing the same fiscal incentives that have been extended to other sectors of the economy.
CHAIRMAN’S STATEMENT (CONT’D)
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PROSPECTS (cont’d)
Therefore, we foresee an even healthier and more stable automotive environment in 2005. This, coupled with the Group’s strong
performance in 2004, bodes well for the Group’s continued resurgence. We are hopeful of achieving double-digit growth in sales in
the automotive sector in 2005, in collaboration with new strategic partners as well as further strengthening existing collaborations with
our customers.
We also expect to enjoy more returns on our automotive investments as our systems-approach strategy continues to unfold and progress.
Also on the long-term strategic front, we are looking to expand our automotive business to new markets in Malaysia and the
ASEAN Region.
These efforts, in tandem with our major diversification drive into the areas of oil & gas, IT and healthcare promise to usher in an exciting
new era– and new horizons– of growth and profitability.
MAINTENANCE OF GOOD CORPORATE GOVERNANCE
The Board continues to recognise the need for transparency, full disclosure, and good corporate governance in the execution of its duties
and business dealings, thereby enhancing shareholder value and maximising financial performance.
We remain fully committed to compliance with the standards and conduct as established by the Malaysian Code on Corporate
Governance (2000). It is the policy of this Board to manage the affairs in accordance with those principles and best practices.
ACKNOWLEDGEMENTS
The positive results that we have achieved this inaugural year reflect highly on our management and staff. On behalf of the Board, let
me extend my deepest gratitude to our employees, customers, business partners, the relevant government authorities, and last but not
least, to our shareholders for their invaluable support and contributions. We also wish to welcome our new directors Dato’ Amanullah
Mohamed Yusoof and Dato’ Muhamad bin Jantan @ Mustapha, and to our new Chief Executive Officer, Haji Wan Azhar Wan Mohd Ali,
whom have vast experience in government as well as private sector. We are confident that they can contribute effectively to the progress
of our company.
Sincerely,
Datuk Haji Sarip bin HamidChairman
21 May 2004
STATEMENT ON CORPORATE GOVERNANCE
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The Board of Directors recognizes the importance of good corporate governance in ensuring that the interest of the Company,
shareholders and other stakeholders are protected. The Board is committed to the establishment and implementation of a proper
framework for governance and controls that are consistent with the principles and best practices recommended in the Malaysia Code
on Corporate Governance and other applicable laws, regulations and guidelines. The Board is therefore pleased to provide the following
statement, which outlines the main corporate governance practices that were in place as at the financial year ended 31 December 2004.
A. BOARD OF DIRECTORS
I. The Board
The Board of Directors recognizes the key role they play in charting the strategic direction, development and control of the
Company and has taken steps to adopt the six specific responsibilities as listed in the Code.
The Board has in place a formal schedule of matters reserved to it to ensure direction and control of the Company are firmly
in its hand. To promote business and corporate efficiency, specific responsibilities or authorities are also delegated to Board
Committees and Management where appropriate. Key matters reserved for Board includes approving the strategic plan,
annual operation budget, quarterly and annual financial statements and monitoring of financial and operating performance.
Meetings
The Board meets at least once quarterly to review and approve the quarterly results for announcement to the Bursa Securities.
Due notice is given of scheduled meetings and matters to be dealt with. Additional meetings are convened when urgent and
important decision needs to be taken between scheduled meetings.
The attendance of the Board meetings by the Directors for the year 2004 is presented in the Statement Accompanying the
Notice of Annual General Meeting on page 5.
Board Committees
The Board of Directors delegates certain responsibilities to the Board Committees. All Committees have written terms of
reference and operating procedures, and the Board receives reports of their proceedings and deliberations.
The Independent Non-Executive Directors act in accordance with an independent, pivotal role in corporate accountability,
hence their membership and activities within the Audit, Remuneration, Nomination and ESOS Committees are discussed in
the following paragraphs:
• Audit Committee
The composition and term of reference of the Audit Committee together with its report are presented on
pages 24 to 28 herein.
• Nomination and Remuneration Committees
Reports of the Nomination and Remuneration Committees are set out on pages 16 and 17 herein.
• ESOS Committee
The ESOS Committee was established on 27 February 2003 to administer the AVCB’s ESOS in accordance with the
objective and regulations thereof and to determine participation eligibility, option offers and share allocation and attend
to such other matters as may be required.
STATEMENT ON CORPORATE GOVERNANCE(CONT’D)
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A. BOARD OF DIRECTORS (cont’d)
II. Board Balance
As at the financial year ended 31 December 2004, the Board comprised of eight members with one Executive and seven
Non-Executive Directors, four of whom are Independent satisfying the requirement of the Code for Independent Non-Executive
Director to make up at least one third of the Board membership. The Executive Director will implement the policies and decisions of
the Board, over-seeing the operations and business development. However, with effect from 19 April 2005, Encik Syed Ahmad
Badiuzaman bin Syed Noordin has been redesignated from Executive Director to Non-Executive Director. The current Directors bring
to the Board a diverse wealth of skills and knowledge in public service and general management.
The independent Directors bring objective and independent judgement on various issues in their participation in the Board and Board
Committee, with Encik Ashari bin Ayub as the Senior Independent Director to whom concerns may be convened. They play a strong
and vital role in entrenching good governance practices in the affairs of the Company and through their participation in the Audit,
Remuneration, Nomination and ESOS Committees.
All the Directors contribute significantly in the areas of policy, performance monitoring and allocation of resources and enhancement
of controls and governance.
III. Supply Of Information
The Directors are provided with all relevant information and reports on financial, operational, corporate, regulatory, business
development and audit matters by way of Board papers or upon specific requests for informed decision-making and
meaningful discharge of their duties. Procedures and deadlines have been established for timely dissemination of such
information and reports for the Board or Board Committee meetings, to give effect to Board decisions and to deal with
matters arising from such meetings. The Directors, in discharging their duties, have access to the advice and services of both
Company Secretaries, management representative and, if deemed necessary, other independent professionals at the
expense of the Company to discharge their duties.
IV. Appointment To The Board
The Board is aware that it recruits to the Board only individuals of sufficient caliber, knowledge and experience to ensure
effective discharge of duties by the Board of Directors. Appointment of new member(s) of the Board is recommended by the
Nomination Committee to the Board.
Nomination Committee
The Board established a Nomination Committee since 2001 with specific terms of reference. The Committee comprises
exclusively of Non-Executive Directors, a majority of whom are Independent Directors, with Mr. Set Hin Fook as a Chairman.
This Committee met three times in the financial year 2004. On 6 April 2004, the Nomination Committee met to evaluate and
recommend the appointment of Dato’ Muhamad bin Jantan @ Mustapha as Independent Non-Executive Director with effect
from 25 June 2004.
The Committee is responsible for making recommendations to the Board on the optimum size of the Board, formalizing a
transparent procedure for proposing new nominees to the Board and Board Committee. The Committee also assists the
Board in reviewing on an annual basis the required mix of skills and experience of the Non-Executive Directors of the Board.
The Board performs an annual assessment in respect of the effectiveness of the Board as a whole, the effectiveness of the
Board and contribution of each individual director to the Company. The Board considers that the current mix of skills and
experience of its members is sufficient for the discharge of its responsibilities in an effective manner.
STATEMENT ON CORPORATE GOVERNANCE(CONT’D)
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A. BOARD OF DIRECTORS (cont’d)
Directors’ Training
All Directors have attended the Mandatory Accreditation Programme (“MAP”) conducted by the Research Institute of
Investment Analyst (“RIIAM”), now known as Bursa Malaysia Training Sdn Bhd, an affiliate of the Bursa Securities.
The Board appreciates that, in discharging their duties, the Directors need to be aware and have knowledge of the
Company, the business and the environment that it operates in. In this respect, the Directors will continue to undergo
other relevant training programmes to further enhance their skills and knowledge.
V. Re-Election of Directors
All Directors shall submit themselves for re-election at regular intervals in accordance with the Company’s Articles of
Association and regulatory requirements.
B. DIRECTORS REMUNERATION
Remuneration Committee
The Board established a Remuneration Committee since 2001, comprising wholly of Non-Executive Directors, to recommend
to the Board the remuneration of the Executive Director, in all forms, drawing from outside advice if necessary. The Executive
Director played no part in decisions on his remuneration but may attend the Committee meetings on the invitation of the
Chairman of the Committee, if necessary. The Remuneration Committee meets at least once a year to recommend to the
Board the remuneration of Directors.
The determination of remuneration packages of Non-Executive Directors, including Non-Executive Chairman is a matter for
the Board as a whole with individual Directors abstaining from discussion of their own remuneration.
The Company’s Articles of Association provides that any increase in Non-Executive Directors’ fees should be approved at a
general meeting.
The details of Directors’ remuneration payable to the Directors of the Company for the financial year ended 31 December
2004 are as follows :
a) The number of Directors of the Company whose remuneration, retirement gratuity and fees, including fees paid to companies in which
Directors have interest, falls in the following band:
Range of Aggregate Remuneration Executive Non-Executive2004 2003 2004 2003
RM150,001 – RM250,000 1 1 - -
Below RM50,000 - - 7 7
Total 1 1 7 7
b) The aggregate remuneration of Directors with categorization into appropriate components are as follows :
Executive Non-Executive2004 2003 2004 2003
RM’000 RM’000 RM’000 RM’000
Salaries and other emoluments 224 192 31 -
Fees - - 78 78
Benefits-in-kind 7 7 - -
Total 231 199 109 78
STATEMENT ON CORPORATE GOVERNANCE(CONT’D)
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B. DIRECTORS REMUNERATION (cont’d)
c) Details of remuneration, retirement gratuity and fees paid/ payable to individual Directors and companies in which Directors have interest for year 2004 are as follows :
