Annual Report 2005 965kb

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Annual Report 2005 965kb

  1. 1. 2 0 0 5 r e p o r t a n n u a l S B C C O R P O R A T I O N B E R H A D a n n u a l r e p o r t 2 0 0 5 Wisma Siah Brothers, 74A Jalan Pahang, 53000 Kuala Lumpur. Tel: 03 4041 8118 Fax: 03 4043 5281 produced by mintlav@streamyx.com
  2. 2. C O R E P U R P O S E • To build upon our construction heritage to design and deliver exciting, unique and valuable solutions for buildings and communities. C O R E V A L U E S • Equipping our people to anticipate and respond to the needs of our customers and stakeholders. • Adherence to industry's highest ethics. • Use of designs and processes that promote standards.
  3. 3. C O N T E N T S 2 NOTICE OF ANNUAL GENERAL MEETING N O T I C E O F D I V I D E N D PAY M E N T 3 S TAT E M E N T A C C O M PA N Y I N G N O T I C E O F 3 ANNUAL GENERAL MEETING 4 - 5 C O R P O R AT E I N F O R M AT I O N DIRECTORS’ PROFILES 6 - 11 12 - 13 GROUP FINANCIAL HIGHLIGHTS C O R P O R AT E S T R U C T U R E 14 15 S TAT E M E N T O F D I R E C T O R S ’ R E S P O N S I B I L I T I E S E X E C U T I V E C H A I R M A N ’ S S TAT E M E N T 16 - 19 20 - 23 P E N YATA P E N G E R U S I E K S E K U T I F S TAT E M E N T O F C O R P O R AT E G O V E R N A N C E 24 - 31 32 - 33 S TAT E M E N T O N I N T E R N A L C O N T R O L A U D I T C O M M I T T E E R E P O RT 34 - 38 39 - 98 F I N A N C I A L S TAT E M E N T S G R O U P P R O P E RT I E S 99 - 102 103 - 106 S H A R E H O L D E R S ’ I N F O R M AT I O N PROXY FORM
  4. 4. NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Fifteenth Annual General Meeting of SBC Corporation Berhad will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Thursday, 22 September 2005 at 11.00 a.m. to transact the following business: AGENDA 1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the (RESOLUTION 1) year ended 31 March 2005 together with the Auditors’ Report thereon. 2. To declare a first and final dividend of 1% less 28% income tax for the year ended (RESOLUTION 2) 31 March 2005. 3. To approve the payment of Directors’ fees. (RESOLUTION 3) 4. To re-appoint the following Directors pursuant to Section 129(6) of the Companies Act, 1965: (a) YBhg. Dato’ Lim Phaik Gan (RESOLUTION 4) (b) Mr Sia Kwee Mow @ Sia Hok Chai (RESOLUTION 5) 5. To re-elect the following Directors retiring by rotation pursuant to Article 77 of the Articles of Association of the Company: (a) YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad (RESOLUTION 6) (b) Mr Mun Chong Shing @ Mun Chong Tian (RESOLUTION 7) 6. To re-appoint Messrs. Horwath as Auditors of the Company and to authorise the (RESOLUTION 8) Directors to fix their remuneration. 7. As Special Business, to consider and, if thought fit, to pass the following Ordinary (RESOLUTION 9) Resolution: AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES “THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approval from the Bursa Malaysia Securities Berhad and other governmental/regulatory bodies, where such approval shall be necessary, the Directors be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the Company, at any time and upon such terms and conditions and for such purposes as they may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per cent (10%) of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” 8. To consider any other business for which due notice shall have been given. 2
  5. 5. N O T I C E O F D I V I D E N D PAY M E N T NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Fifteenth Annual General Meeting of the Company, the first and final dividend of 1% less 28% income tax for the year ended 31 March 2005 will be paid on 31 October 2005 to Depositors registered in the Record of Depositors on 18 October 2005. A Depositor shall qualify for entitlement only in respect of: a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 18 October 2005 in respect of ordinary transfers; and b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. By Order of the Board CHONG FOOK SIN KAN CHEE JING Company Secretaries Kuala Lumpur 29 August 2005 NOTES: 1) Proxy: A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. To be valid, the proxy form duly completed must be deposited at the Registered Office of the Company not less than forty-eight (48) hours before the time for holding the meeting. If the appointor is a corporation, this form must be executed under its common seal or under the hand of its attorney. 2) Resolution 9: The Company is actively pursuing business opportunities in prospective areas so as to broaden the operating base and earnings potential of the Company. Such expansion plans may require the issue of new shares not exceeding 10 per cent (10%) of the Company’s issued share capital. With the passing of the resolution by the shareholders of the Company at the forthcoming Annual General Meeting, the Directors would avoid delay and cost of convening further general meetings to approve the issue of shares for such purposes. S TAT E M E N T A C C O M PA N Y I N G N O T I C E O F A N N U A L G E N E R A L M E E T I N G pursuant to paragraph 8.28 (2) of the listing requirements of Bursa Malaysia Securities Berhad (1) The following are the Directors standing for re-appointment and re-election at the Fifteenth Annual General Meeting: (a) Re-appointment of the following Directors pursuant to Section 129(6) of the Companies Act, 1965: (i) YBhg. Dato’ Lim Phaik Gan (ii) Mr Sia Kwee Mow @ Sia Hok Chai (b) Re-election of the following Directors pursuant to Article 77 of the Articles of Association of the Company: (i) YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad (ii) Mr Mun Chong Shing @ Mun Chong Tian (2) There were four (4) Directors’ Meetings held during the financial year ended 31 March 2005. Details of attendance of the Directors are set out in the Statement of Corporate Governance appearing on page 25 of this Annual Report. (3) The Fifteenth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Thursday, 22 September 2005 at 11.00 a.m. (4) The profile of Directors standing for re-appointment and re-election as mentioned in paragraph 1 above at the Fifteenth Annual General Meeting are set out in page 6 to 10 of this Annual Report. 3
  6. 6. C O R P O R AT E I N F O R M AT I O N a s a t 8 A u g u s t 2 0 0 5 BOARD OF DIRECTORS Sia Kwee Mow @ Sia Hok Chai JMN, FFB, FCIOB, FAIB Executive Chairman Sia Teong Heng B.Sc. (Eng), M.Sc. Managing Director Mun Chong Shing @ Mun Chong Tian Non-Executive Director R E M U N E R AT I O N C O M M I T T E E Dato' Zainol Abidin Bin Haji A. Hamid LLB (Hons) Dato' Zainol Abidin Bin Haji A. Hamid Non-Executive Director LLB (Hons) Chairman & Non-Executive Director Dato' Lim Phaik Gan DPMP, DMPN, M.A.(Law), FCI, ARB Dato' Lim Phaik Gan Independent Non-Executive Director DPMP, DMPN, M.A.(Law), FCI, ARB Independent Non-Executive Director Dato' Dr. Norraesah Bt. Haji Mohamad DSPN, PhD., B.Sc.(Econ) Dato' Dr. Norraesah Bt. Haji Mohamad Independent Non-Executive Director DSPN, PhD., B.Sc.(Econ) Independent Non-Executive Director Ahmad Fizal Bin Othman B.Acc & Fin. (Hons) Sia Teong Heng Independent Non-Executive Director B.Sc. (Eng), M.Sc. Managing Director AUDIT COMMITTEE N O M I N AT I O N C O M M I T T E E Dato' Dr. Norraesah Bt. Haji Mohamad DSPN, PhD., B.Sc.(Econ) Dato' Lim Phaik Gan Chairperson & Independent Non-Executive Director DPMP, DMPN, M.A.(Law), FCI, ARB Chairperson & Independent Non-Executive Director Dato' Lim Phaik Gan DPMP, DMPN, M.A.(Law), FCI, ARB Dato' Dr. Norraesah Bt. Haji Mohamad Independent Non-Executive Director DSPN, PhD., B.Sc.(Econ) Independent Non-Executive Director Ahmad Fizal Bin Othman B.Acc & Fin. (Hons) Ahmad Fizal Bin Othman Independent Non-Executive Director B.Acc & Fin. (Hons) Independent Non-Executive Director Sia Teong Heng B.Sc. (Eng), M.Sc. Mun Chong Shing @ Mun Chong Tian Managing Director Non-Executive Director EXECUTIVE MANAGEMENT Sia Teong Heng B.Sc. (Eng), M.Sc. Chairman & Managing Director Sia Teong Leng B.A. (Hons) (Law & Econs), M.B.A. Corporate Director Ng Kee Chye CA., B.Acc (Hons) Group Chief Financial Officer Teh Kai Chua B.Sc. (Eng) General Manager - Technical 4
  7. 7. REGISTERED OFFICE Wisma Siah Brothers 74A Jalan Pahang, 53000 Kuala Lumpur Tel: 03-4041 8118 Fax: 03-4043 5281 SOLICITORS REGISTRARS Cheang & Ariff Tacs Corporate Services Sdn. Bhd. 39 Court Unit No. 203, 2nd Floor, Block C, Damansara Intan 39, Jalan Yap Kwan Seng, 50450 Kuala Lumpur No. 1, Jalan SS 20/27, 47400 Petaling Jaya Lim & Yeoh Tel: 03-7118 2688 Fax: 03-7118 2693 145-M Jalan Maharajalela, 50150 Kuala Lumpur Lee, Perara & Tan STOCK EXCHANGE LISTING 55, Jalan Thambapillai, Off Jalan Tun Sambanthan Brickfields, 50470 Kuala Lumpur Main Board of Bursa Malaysia Securities Berhad Foong & Partners Suite 21-08, Level 21 Plaza 138, 138, Jalan Ampang, 50450 Kuala Lumpur AUDITORS Horwath Chartered Accountants Level 16 Tower C, Megan Avenue II 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur C O M PA N Y S E C R E TA R I E S Chong Fook Sin ATII, MCCS, AFA Kan Chee Jing ACIS P R I N C I PA L B A N K E R S Alliance Bank Malaysia Berhad Aseambankers Malaysia Berhad Bangkok Bank Berhad Bumiputra Commerce Bank Berhad Malayan Banking Berhad United Overseas Bank (Malaysia) Berhad Utama Merchant Bank Berhad 5
  8. 8. DIRECTORS’ PROFILES as at 29 July 2005 SIA KWEE MOW @ SIA HOK CHAI Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 72, is the Executive Chairman of SBC Corporation Berhad (“SBC”). He has been a Director of SBC since its incorporation on 14 June 1990. He has over 51 years of experience in building and civil engineering contracting and not less than 33 years of experience in plastic engineering since the incorporation of Paling Industries Sdn. Bhd. in 1971. He was actively involved in Master Builders Association Malaysia (“MBAM”) and had served in various capacities including the post of President (1988 to 1994). He was elected as the 29th President (1994 to 1996) of the International Federation of Asian and Western Pacific Contractors’ Associations (“IFAWPCA”) during which he led the IFAWPCA delegation to a meeting between the World Bank and International Contractors Association held at Washington D.C. in November 1996. In recognition of his vast experience and knowledge in construction and his contribution to the building construction industry, he was awarded or conferred the following: • Johan Mangku Negara by DYMM Yang DiPertuan Agong in 2001 • Honorary Life President by MBAM in 2001 • Fellowship of the Faculty of Building, United Kingdom in 1981 • Fellowship of the Chartered Institute of Building, United Kingdom as a Chartered Builder in 1979 • Fellowship of the Australian Institute of Building by the Australian Royal Charter of Building in 1982 He was also a previous President of both the Selangor Builders Association and Selangor Chinese Plumbing and Sanitary Association. He also sits on the board of several private limited companies in Malaysia, including several subsidiaries of SBC. His holdings in the securities of SBC are as follows: Direct Interest Indirect Interest Ordinary shares 1,480,800 (a) 19,498,523 (b) (a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd. (b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn. Bhd. (5,181,023 shares). By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent of SBC’s interest in accordance with Section 6A of the Companies Act, 1965. He is the father of Sia Teong Heng, the Managing Director and a major shareholder of SBC. He does not have any conflict of interest with SBC except for those transactions disclosed in Note 42 to the financial statements. He has not been convicted of any offence within the past 10 years. He attended three of the four Board Meetings held during the last financial year. 6
  9. 9. SIA TEONG HENG Sia Teong Heng, a Malaysian, aged 42, is the Managing Director of SBC Corporation Berhad (“SBC”). He was appointed as a Director of SBC on 5 February 1991. He is a member of the Audit Committee and the Remuneration Committee of SBC. He graduated in 1985 with a degree in Bachelor of Science in Civil Engineering from Loughborough University, United Kingdom ("UK") and a Master degree in Management Science from Imperial College, University of London, UK in 1986. His career began in investment banking in 1987 with Morgan Grenfell (Asia) Ltd., Singapore. He joined SBC in 1991. Presently, he also sits on the boards of several subsidiaries of SBC. His holdings in the securities of SBC are as follows: Direct Interest Indirect Interest Ordinary shares 2,517,992 (a) 19,498,523 (b) (a) 2,274,000 shares are held in bare trust by Amsec Nominees (Tempatan) Sdn. Bhd. (b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn. Bhd. (5,181,023 shares). By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent of SBC’s interest in accordance with Section 6A of the Companies Act, 1965. He is a son of Sia Kwee Mow @ Sia Hok Chai, the Executive Chairman and a major shareholder of SBC. He does not have any conflict of interest with SBC except for those transactions disclosed in Note 42 to the financial statements. He has not been convicted of any offence within the past 10 years. He attended all the four Board Meetings held during the last financial year. 7
  10. 10. MUN CHONG SHING @ MUN CHONG TIAN Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 68, was appointed as an Executive Director of SBC Corporation Berhad ("SBC") on 1 April 1996 when he was employed as General Manager of Paling Industries Sdn. Bhd. (“Paling”) from 1987 and appointed as a Director in 1991 and remained in both positions until his retirement on 31 December 2001. On 31 December 2001, he was redesignated as a Non-Executive Director of SBC. He is a member of the Nomination Committee of SBC. He has received training in Sales Management conducted by the National Productive Centre and the Malaysian Institute of Management and a General Management Programme at the National Productivity Board, Singapore. Prior to his involvement with Paling, he was employed as General Manager in Hume Industries (M) Bhd. where he has had extensive exposure to industrial engineering and management. His holdings in the securities of SBC are as follows: Direct Interest Indirect Interest Ordinary shares 21,782 - He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries. He is a brother-in-law to Sia Kwee Mow @ Sia Hok Chai and an uncle to Sia Teong Heng, both are Directors and major shareholders of SBC. He does not have any conflict of interest with SBC. He has not been convicted of any offence within the past 10 years. He attended all the four Board Meetings held during the last financial year. 8
  11. 11. DATO' LIM PHAIK GAN Dato' Lim Phaik Gan, a Malaysian, aged 85, was appointed as an Independent Non-Executive Director of SBC Corporation Berhad ("SBC") on 5 February 1991. She is the Senior Independent Non-Executive Director, the Chairperson of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee of SBC. She is an advocate and solicitor and was called to the Bar of England and the Bar of Malaysia. She obtained a Master of Arts degree in Law from the University of Cambridge, United Kingdom and was in active practice at the Bar of Malaysia from 1954 to 1971 and from 1980 until today. Since 1955, she has had a distinguished career in both the private and public sectors. In 1970, she was a member of the National Economic Consultative Council established when Parliament was suspended as a result of riots in 1969. From 1971 to 1980, she served as ambassador and the Deputy Permanent Representative of Malaysia to the United Nations and successively as the Malaysian Ambassador to Yugoslavia, Austria, Belgium and the European Economic Community. She was Malaysia's Permanent Representative to the United Nations Industrial and Development Organisation and International Atomic Energy Agency in Vienna, and served as chairman in various committees. After her retirement from the Malaysian Foreign Service in 1980, she was appointed by the Government as Director of the Kuala Lumpur Regional Centre for Arbitration, an international organisation involved in the conduct and administration of international commercial arbitration for the settlement of disputes arising out of international commercial contracts and joint ventures, in which capacity she served from 1982 to 2000. She is currently a member of the Board of Trustees of the Institute of Strategic and International Studies. She does not hold any securities, direct or indirect, in SBC or any of its subsidiaries. She has no family relationship with any Director and/or major shareholder of SBC. She does not have any conflict of interest with SBC. She has not been convicted of any offence within the past 10 years. She attended three of the four Board Meetings held during the last financial year. 9
  12. 12. DATO’ DR. NORRAESAH BT. HAJI MOHAMAD Dato’ Dr. Norraesah Bt. Haji Mohamad, a Malaysian, aged 57, was appointed as an Independent Non-Executive Director of SBC Corporation Berhad ("SBC") on 8 July 1991. She is the Chairperson of the Audit Committee and a member of the Nomination Committee and the Remuneration Committee of SBC. She holds a Doctorate Degree in Economics Science (International Economics and Finance) which she obtained in 1986 from University of Paris 1, Pantheon Sorbonne, France. She has over 32 years of working experience in banking, consultancy and international trade and commerce. She worked with the International Trade Division of the Ministry of Trade and Industry (now known as the Ministry of International Trade and Industry) from 1972 to 1985 and was later transferred to the Finance Division of the Ministry of Finance holding the post of Principal Assistant Secretary dealing with privatisation and debt management. In 1988, she joined ESSO Production Malaysia, Inc. as Communications Manager and subsequently, in 1990, took the position of Managing Director with a consultant firm providing financial advisory services. From 1991 to 1998 she was appointed as the Chief Representative of Credit Lyonnais Bank in Malaysia. She sits on the board of KESM Industries Berhad, Malaysian Oxygen Berhad and several private limited companies. She was awarded the distinction of Darjah Setia Pangkuan Negeri on 13 July 2002 by Tuan Yang Terutama Yang di-Pertua Negeri Pulau Pinang on His Excellency’s 64th Birthday. She does not hold any securities, direct or indirect, in SBC or any of its subsidiaries. She has no family relationship with any Director and/or major shareholder of SBC. She does not have any conflict of interest with SBC. She has not been convicted of any offence within the past 10 years. She attended all the four Board Meetings held during the last financial year. 10
  13. 13. DATO’ ZAINOL ABIDIN BIN HAJI A. HAMID Dato’ Zainol Abidin Bin Haji A. Hamid, a Malaysian, aged 63, was appointed as a Non-Executive Director of SBC Corporation Berhad ("SBC") on 10 October 2003, representing the interest of Permodalan Nasional Berhad. He is the Chairman of the Remuneration Committee of SBC. He graduated with LLB (Hons) from the University of London in 1995. He joined the Kedah State Government in 1966 as a civil servant. From 1973 to 1981, he was the District Officer for Sik, then Padang Terap and finally Kubang Pasu. He was General Manager and Director of Kedah Cement Sdn Bhd from 1981 to 1996 and Managing Director of Kedah Cement Marketing Sdn Bhd from 1990 to 1996. He sits on the Board of Paragon Union Berhad. He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries. He has no family relationship with any Director and/or major shareholder of SBC. He does not have any conflict of interest with SBC. He has not been convicted of any offence within the past 10 years. He attended three of the four Board Meetings held during the last financial year. AHMAD FIZAL BIN OTHMAN Ahmad Fizal Bin Othman, a Malaysian, aged 42, was appointed as an Independent Non-Executive Director of SBC Corporation Berhad ("SBC") on 24 February 2004. He is a member of the Audit Committee and the Nomination Committee of SBC. He graduated with a Bachelor in Accounting and Finance (Hons) from the Middlesex University, London. He is a well-rounded and experienced businessman and involved in a multitude of industries. Currently, he immerses himself in retail, multimedia and technology. He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries. He has no family relationship with any Director and/or major shareholder of SBC. He does not have any conflict of interest with SBC. He has not been convicted of any offence within the past 10 years. He attended all the four Board Meetings held during the last financial year. 11
  14. 14. G R O U P F I N A N C I A L H I G H L I G H T S for the financial year ended 31 March 2005 2005 2004 2003 2002 2001 (Restated) RM’000 RM’000 RM’000 RM’000 RM’000 RESULTS Turnover 66,867 86,317 69,829 81,645 92,411 Profit before taxation 3,321 6,996 5,149 1,618 1,421 Profit after taxation but before minority interest 2,250 2,073 2,011 1,174 1,071 Profit attributable to shareholders 2,250 2,073 2,011 1,174 1,071 ASSET EMPLOYED Property, plant and equipment 35,452 36,246 35,813 7,047 7,586 Investments and other assets 192,257 153,703 152,856 141,705 140,323 Net current assets 37,243 73,632 71,634 56,867 58,346 Goodwill and deferred expenditure 27,318 27,318 27,272 10,246 10,246 292,270 290,899 287,575 215,865 216,501 FINANCED BY Share capital 82,435 82,435 82,435 57,302 57,302 Share application account - - - 115,600 - Reserves 137,572 135,940 134,682 42,524 43,087 Irredeemable Convertible Unsecured Loan Stocks - - - - 115,600 ABBA Bonds 41,752 39,712 37,827 - - Deferred Liabilities 30,511 32,812 32,631 439 512 292,270 290,899 287,575 215,865 216,501 SELECTED RATIOS Net earnings per share (sen) 2.7 2.4 2.4 1.8 1.6 Net tangible assets per share (sen) 234 244 242 393 165 Gross dividend (%) 1.0 1.0 1.0 - 1.5 12
  15. 15. TURNOVER RM'000 100,000 P R O F I T B E F O R TA E XATI O N RM'000 8,000 80,000 7,000 60,000 6,000 5,000 40,000 4,000 20,000 3,000 2,000 0 2001 2002 2003 2004 2005 1,000 0 2001 2002 2003 2004 2005 SHAREHOLDERS' FUND RM'000 250,000 A S S E TS E M P L ED OY RM'000 200,000 300,000 250,000 150,000 200,000 100,000 150,000 50,000 100,000 0 2001 2002 2003 2004 2005 50,000 0 2001 2002 2003 2004 2005 13
  16. 16. C O R P O R AT E S T R U C T U R E a s a t 8 A u g u s t 2 0 0 5 INVESTMENT HOLDING Siah Brothers Land Sdn Bhd 100% Siah Brothers Properties Sdn Bhd 100% Siah Brothers Industries Sdn Bhd 100% R E S I D E N T I A L P R O P E RT Y D E V E L O P M E N T Seri Ampangan Realty Sdn Bhd 100% Sinaran Naga Sdn Bhd 100% Mixwell (Malaysia) Sdn Bhd 100% South-East Best Sdn Bhd 100% Gracemart Resources Sdn Bhd 100% Aureate Construction Sdn Bhd 100% Sutrati Development Sdn Bhd 100% Siah Brothers Development Sdn Bhd 100% Tiara Development Sdn Bhd 100% SBC Homes Sdn Bhd 100% Winsome Ventures Sdn Bhd 100% SBC Leisure Sdn Bhd 100% SBC Towers Sdn Bhd 100% Siah Brothers Project Management Sdn Bhd 100% Sri Berjaya Development Sdn Bhd 33.3% Sri Rawang Properties Sdn Bhd 22.2% BUILD / CONSTRUCTION Syarikat Siah Brothers Trading Sdn Bhd 100% Syarikat Siah Brothers Construction Sdn Bhd 100% Siah Brothers Enterprise Sdn Bhd 100% Lifeplus - Siah Brothers Trading JV Sdn Bhd 100% S T R AT E G I C I N V E S T M E N T Masahmura Sdn Bhd 51% Masahmura Sales & Service Sdn Bhd 51% Ligamas Sdn Bhd 50% Varich Industries Sdn Bhd 50% Sam & Lau Plantation Sdn Bhd 50% Paling Industries Sdn Bhd 40% Liga Canggih Sdn Bhd 40% Pasti Bumi Sdn Bhd 19.6% 14
  17. 17. S TAT E M E N T O F D I R E C T O R S ’ R E S P O N S I B I L I T I E S in respect of the preparation of the financial statements The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance with applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of the Group and the Company as of 31 March 2005 and of the results and cash flows of the Group and Company for the financial year ended on that date. In preparing the financial statements, the Directors have: (a) adopted suitable accounting policies and applied them consistently; (b) made judgements and estimates that are prudent and reasonable; (c) ensured the adoption of applicable approved accounting standards; and (d) used the going concern basis for the preparation of the financial statements. The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Group and the Company and are kept in accordance with the Companies Act, 1965. The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the Group’s assets and to prevent and detect fraud and other irregularities. 15
  18. 18. E X E C U T I V E C H A I R M A N ’ S S TAT E M E N T S E R I M A H K O TA A M A N , K U A N TA N On behalf of the Board of Directors, I am pleased to present the Annual Report and M E T R O P O L I TA N PA R K , K U A L A L U M P U R the Financial Statements of the Group and the Company for the financial year ended 31 March 2005. FINANCIAL REVIEW The Group has recorded an after tax profit of RM2.250 million, representing an increase of 8.6% increase over the previous year's results. This pattern towards better margins continues on account of our focus on cost management and migration towards more value added projects. O P E R AT I O N S R E V I E W As the industry continues to evolve to a higher level of sophistication and in order to stay ahead of the competition, we are continuously retooling our delivery processes and researching into product designs to meet with greater consumer awareness. The Group's strategy of maintaining a geographical mix of projects also assists to achieve a better risk adjusted return and broaden revenue base. New projects and fresh launches in Kuantan, Kota Kinabalu, Kuala Lumpur, Kuching and Selangor continue to affirm this strategy. 16
  19. 19. BANDAR LIGAMAS K O TA D A M A N S A R A , P E TA L I N G J AYA In Klang, a turnkey building partnership is near completion with its delivery of 700 units of affordable homes in partnership with landowner, TA Enterprise Bhd. In Selangor, during the fourth quarter of year 2004, we handed over 293 units of luxury homes at Kota Damansara, Selangor for landowner Perbadanan Kemajuan Negeri Selangor (PKNS). The Group's delivery track record and its construction know-how, such as for the aforementioned projects, continue to demonstrably prove pivotal in securing turnkey building partnerships particularly with institutional landowners. On our own landbank, the Kuantan project, currently still the largest private mixed township in East Coast Malaysia, "Seri Mahkota Aman" continues to do well, having just handed over a total of 200 units of terrace houses this year alone; with its location being fortuitously located at the main toll exit of the new East West Highway, it is expected to continue its reliable performance. At the premium end, "The Peak" project in Kota Kinabalu, having completed the now fully occupied condominium tower, we have embarked our second phase of gated garden homes, "Signal Hill Park" @ The Peak. 17
  20. 20. S U R I A S E TA PA K , K U A L A L U M P U R THE CUBE, KUALA LUMPUR Meanwhile, our flagship development adjacent to Kuala Lumpur's north Metropolitan Park located at the gentrified axis of Jalan Kuching and Jalan Ipoh, now in its sixth phase with the commercial component launched in the fourth quarter of year 2004. Our equity joint venture with PKNS, located at the foothills of Genting Highlands, colloquially known as “Bandar Ligamas” continues to bring affordable landed living in serene surroundings to KL suburbanites. To-date more than 5,000 mixed commercial and residential units have been completed and delivered. Paling Industries Sdn Bhd, the Group's manufacturing associate in the water and waste water transmission industry continues to lead the domestic plumbing market volume with its brand franchise and has also been increasing its penetration into the key regional export markets. ECONOMIC AND BUSINESS OUTLOOK With the country's foreign exchange policy now firmly reworked back within the international framework, thus checking inflation and enabling the continuance of accommodative monetary policies, we expect further expansion in investment demand and an outlook for the property sector that should reflect the country's strong fundamentals. The Group is optimistic of its ability to continue offering sophisticated building solutions to its clients, partners and customers in line with their increasing wish for better lifestyles both for living and working. 18
  21. 21. PA L I N G ' S P R O D U C T S SURIA PENDAMAR, KLANG S I G N A L H I L L PA R K @ T H E P E A K A P P R E C I AT I O N A N D A C K N O W L E D G E M E N T On behalf of the Board, I would like to thank the management team and all employees of the Group for their unstinting efforts, personal commitments and invaluable contributions made through out the year to ensure the success of the Group. The achievement of the Group's vision and mission through the spirit of hand in hand adopted by all the individuals in the Group has led to every confident of many more years of satisfactory performance. My sincere thanks also to our shareholders, customers, joint venture partners, human associates, bankers and government authorities for their confidence in the Board and the management. Thank you. Sia Kwee Mow @ Sia Hok Chai JMN, FFB, FCIOB, FAIB Executive Chairman 8 August 2005 19
  22. 22. P E N YATA P E N G E R U S I E K S E K U T I F S E R I M A H K O TA A M A N , K U A N TA N Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan Tahunan TA M A N M E T R O P O L I TA N , K U A L A L U M P U R serta Penyata Kewangan Kumpulan dan Syarikat bagi tahun kewangan berakhir 31 Mac 2005. U L A S A N K E WA N G A N Kumpulan telah mencatatkan keuntungan selepas cukai sebanyak RM2.250 juta, peningkatan sebanyak 8.6% dari keuntungan yang dicatat pada tahun sebelum ini. Corak pertumbuhan ke arah margin yang lebih baik ini adalah berpandukan fokus kami terhadap pengurusan kos serta peralihan kepada projek-projek yang bernilai lebih tinggi. ULASAN OPERASI Memandangkan industri ini terus berkembang ke tahap yang lebih sofistikated, seiringan dengan keinginan untuk sentiasa berada di hadapan pasaran persaingan, maka kami akan terus mengubahsuai dan memperlengkapi kembali proses serahan serta mengkajiselidik rekabentuk produk agar kesemuanya dapat memenuhi kehendak pengguna secara meluas. Strategi Kumpulan untuk terus mengendali projek-projek di pelbagai lokasi geografikal yang baik turut menyumbang kepada pulangan penyelarasan risiko yang lebih tinggi di samping memperluaskan pangkal perolehan. Projek-projek baru dan pelancaran terkini di Kuantan, Kota Kinabalu, Kuala Lumpur, Kuching dan Selangor turut mengukuhkan strategi ini. 20
  23. 23. BANDAR LIGAMAS K O TA D A M A N S A R A , P E TA L I N G J AYA Projek usahasama pembangunan turnkey di Kelang dengan pemilik tanah, TA Enterprise Bhd., telah hampir siap dengan penyerahan sebanyak 700 unit rumah mampu milik. Pada sukuan keempat tahun 2004, kami telah berjaya siapserahkan sebanyak 293 unit rumah mewah di Kota Damansara, Selangor kepada pemilik tanah, Perbadanan Kemajuan Negeri Selangor (PKNS). Rekod penyerahan Kumpulan yang baik berserta kearifannya dalam bidang pembinaan, sepertimana dalam projek-projek yang disebutkan tadi, akan terus memainkan peranan yang penting dalam menjamin keupayaan Kumpulan untuk memperolehi projek usahasama pembinaan turnkey terutamanya dengan pemilik-pemilik tanah institusi. Tanah simpanan kami di Kuantan yang dikenali sebagai “Seri Mahkota Aman” yang pada ketika ini masih merupakan projek perbandaran campuran swasta yang terbesar di Pantai Timur Semenanjung Malaysia telah terus menunjukkan prestasi yang baik. Dalam tahun ini sahaja, ia telah berjaya menyiapserahkan sebanyak 200 unit rumah teres. Lokasinya yang terletak secara kebetulannya di tol utama keluar masuk Lebuhraya Timur Barat dijangka akan terus menyumbang terhadap prestasi yang memuaskan bagi projek ini. Di peringkat premium pula, projek menara kondominium “The Peak” di Kota Kinabalu telah pun siap dibina dan kini penuh diduduki. Malahan, kini kami juga telah memulakan projek fasa kedua berciri taman kediaman berpagar yang dikenali sebagai “Signal Hill Park” @ The Peak. Sementara itu, projek pembangunan utama kami di utara bandaraya Kuala Lumpur yang terletak bersebelahan dengan Taman Metropolitan dan di persimpangan Jalan Kuching dan Jalan Ipoh kini telah memasuki peringkat fasa keenam dengan komponen komersialnya dilancarkan pada sukuan keempat tahun 2004. 21
  24. 24. S U R I A S E TA PA K , K U A L A L U M P U R THE CUBE, KUALA LUMPUR Projek usahasama ekuiti kami bersama PKNS yang lebih dikenali sebagai “Bandar Ligamas” di kaki bukit Genting Highlands terus mempamerkan gaya hidup berkemampuan di persekitaran yang indah dan damai kepada para penduduk Kuala Lumpur yang menghuni di pinggiran kota. Sehingga ke hari ini, lebih daripada 5,000 unit komersial dan unit kediaman telah siap dibina dan diserahkan. Syarikat bersekutu Kumpulan dalam sektor pembuatan, Paling Industries Sdn Bhd, yang tertumpu pada industri pengairan dan penularan air pembuangan terus mengetuai dalam pasaran domestik pempaipan melalui milikan jenama secara francais. Malahan, ia juga terus meningkatkan usahanya untuk menerajui pasaran ekspot utama di rantau ini. ULASAN EKONOMI Memandangkan polisi tukaran mata wang asing negara kini telah diserasikan dengan corak rangka antarabangsa serta penyesuaian terhadap kadar inflasi dan polisi kewangan, kami menjangkakan perkembangan yang lebih tinggi dalam permintaan pelaburan dan juga tinjauan ke atas sektor perumahan yang mampu menggambarkan kekukuhan dasar negara ini. Kumpulan ini amat optimistik atas keupayaannya untuk terus menawarkan cara penyelesaian pembangunan yang canggih kepada para pembeli, rakan sekutu dan pelanggannya, selaras dengan keinginannya untuk membentuk gaya hidup yang lebih baik dalam aspek kediaman dan juga pekerjaan. 22
  25. 25. P R O D U K PA L I N G SURIA PENDAMAR, KELANG S I G N A L H I L L PA R K @ T H E P E A K PENGHARGAAN DAN PENGAKUAN Bagi pihak Lembaga Pengarah, saya ingin mengucapkan ribuan terima kasih kepada pihak pengurusan dan kakitangan Kumpulan ini yang telah menyumbangkan usaha yang tidak berbelah bagi, komitmen peribadi dan sumbangan yang tidak ternilai di sepanjang tahun demi memastikan kejayaan terus dikecapi oleh Kumpulan. Kejayaan visi dan misi Kumpulan yang tercapai melalui sumbangan jiwa sesama diri oleh setiap insan dalam Kumpulan telah mencetuskan kepercayaan untuk terus membuahkan hasil yang memuaskan dalam tahun tahun akan datang. Saya juga ingin merakamkan ucapan terima kasih secara ikhlasnya kepada para pemegang saham, pelanggan, rakan sekutu, rakan perniagaan, pihak bank dan pihak kerajaan atas sokongan mereka terhadap Lembaga Pengarah and pihak pengurusan Kumpulan ini. Sekian, terima kasih. Sia Kwee Mow @ Sia Hok Chai JMN, FFB, FCIOB, FAIB Pengerusi Eksekutif 8 Ogos 2005 23
  26. 26. S TAT E M E N T O F C O R P O R AT E G O V E R N A N C E a s a t 8 A u g u s t 2 0 0 5 The Board of Directors of SBC Corporation Berhad remains firmly committed towards ensuring the highest standard of corporate governance is maintained throughout the Company and its subsidiaries (“the Group”). Hence, the Board is fully dedicated to continuously evaluating the Group’s corporate governance practices and procedures with a view to ensure the principles and best practices in corporate governance as promulgated by the Malaysian Code on Corporate Governance (“the Code”) is applied and adhered to in the best interests of the stakeholders. This disclosure statement sets out the manner in which the Group has applied and complied with the Principles of the Code and the extent of compliance with Best Practices as set out in Part 1 and 2 of the Code. BOARD OF DIRECTORS Composition and Balance The Board as at the date of this statement has 7 members, comprising 3 independent Non-Executive Directors, 2 Non-Executive Directors and 2 Executive Directors which satisfies Bursa Malaysia Securities Berhad (“Bursa Securities”) Listing Requirements of having at least 2 Directors or 1/3 of the Board whichever is higher, who are Independent Directors. The Directors have a wide range of experience and skills and are from diverse backgrounds relevant to managing and directing the Group’s operations. The Executive Directors are responsible for implementing policies of the Board, overseeing the Group’s operations and developing the Group’s business strategies. The role of the Independent Non-Executive Directors is to provide objective and independent judgement to the decision making of the Board and as such, provide an effective check and balance to the Board’s decision making process. The Board is satisfied that the current Board composition fairly reflects the investment of minority shareholders in the Company and represents the needed mix of skills and experience required to discharge the Board’s duties and responsibilities. Furthermore, no individual Director or group of Directors can dominate the Board’s decision making process. The profiles of the members of the Board are set out in this Annual Report under the section named Directors’ Profiles. Duties and Responsibilities The Board recognises its key role in charting the strategic direction, development and control of the Group and has adopted the specific responsibilities that are listed in the Code, which facilitates the discharge of the Board’s stewardship responsibilities. The roles of the Chairman and Managing Director are clearly distinct to ensure that there is a balance of power and authority. The Chairman is primarily responsible for the orderly conduct and working of the Board whilst the Managing Director is responsible for the day-to-day running of the business and implementation of Board policies and decisions adopted by the Board. Dato’ Lim Phaik Gan is the Senior Independent Non-Executive Director to whom concerns may be conveyed. 24
  27. 27. BOARD OF DIRECTORS (CONT’D) Board Meetings The Board meets on a scheduled basis once every quarter with additional meetings held as and when urgent issues and important decisions are required to be taken between the scheduled meetings. During the financial year ended 31 March 2005, the Board met 4 times where it deliberated on and considered matters relating to the Group’s financial performance, significant investments, corporate development, strategic issues and business plan. Details of each Director’s attendance of Board meetings are set out as follows: No. of meetings held during the financial No. of year ended meetings Name of director Designation 31 March 2005 attended Sia Kwee Mow @ Sia Hok Chai Executive Chairman 4 3 Sia Teong Heng Managing Director 4 4 Mun Chong Shing Non-Executive Director 4 4 @ Mun Chong Tian Dato’ Zainol Abidin Non-Executive Director 4 3 Bin Haji A. Hamid Dato’ Lim Phaik Gan Independent Non-Executive Director 4 3 Dato’ Dr. Norraesah Independent Non-Executive Director 4 4 Bt. Haji Mohamad Ahmad Fizal Bin Othman Independent Non-Executive Director 4 4 The Board members have unrestricted and timely access to all information necessary for the discharge of their responsibilities. All Directors are provided with all relevant information and reports on financial, operational, corporate, regulatory, business development by way of Board papers or upon specific request for informed decision making and effective discharge of their duties. These documents are comprehensive and include qualitative and quantitative information to enable the Board members to make informed decisions. Notices of Board Meetings and board papers are provided to Directors in advance so that meaningful deliberation and sound decisions can be made at Board meetings. All proceedings of the Board meetings are minuted by the Company Secretary. There is a formal schedule of matters reserved specifically for Board’s decisions. These include approval of key policies, significant acquisitions and disposals of assets, significant investments and approval of budgets and corporate plans. To assist in the discharge of their responsibilities and duties, all Directors have access to the advice and services of the Company Secretary. If required, the Directors may engage independent professionals at the Group’s expense, in the furtherance of their duties. 25
  28. 28. BOARD OF DIRECTORS (CONT’D) Re-election and Re-appointment of Directors In accordance with the Company’s Articles of Association, one third of the Directors shall retire by rotation from office and be eligible for re-election at the annual general meeting and all Directors appointed by the Board are subject to re-election by shareholders at the first opportunity after their appointment. Furthermore, each Director shall retire from office at least once in every three years. Directors who are of or over the age of seventy years shall also retire from office and be eligible for re-appointment at the annual general meeting pursuant to Section 129 (6) of the Companies Act, 1965. D i r e c t o r s ’ Tr a i n i n g All members of the Board have attended the Mandatory Accrediation Programme. The Board will ensure that all its members continue to attend training programmes and seminars to keep abreast with the relevant developments on a continuous basis in compliance with the Bursa Securities Listing Requirements. For new Directors, a familiarisation program will be conducted for them. This includes a presentation of the Group’s operations by senior management and visits to the existing project sites. Board Committees The Board has delegated certain of its responsibilities to the three Committees, namely the Audit, the Nomination and the Remuneration Committees with clearly defined terms of reference in assisting the Board to discharge its duties and responsibilities effectively. AUDIT COMMITTEE The report of the Audit Committee is set out on pages 34 to 38 of this annual report. N O M I N AT I O N C O M M I T T E E ( “ N C ” ) The NC has held two meetings during the financial year ended 31 March 2005. The attendance of the members of the NC at the meetings is as follows: No. of meetings held during the financial year No. of Name of members ended 31 March 2005 meetings attended Dato’ Lim Phaik Gan - Chairperson 2 1 (Independent Non-Executive Director) Dato’ Dr. Norraesah Bt. Haji Mohamad 2 2 (Independent Non-Executive Director) Ahmad Fizal Bin Othman 2 2 (Independent Non-Executive Director) Mun Chong Shing @ Mun Chong Tian 2 2 (Non-Executive Director) 26
  29. 29. N O M I N AT I O N C O M M I T T E E ( “ N C ” ) ( C O N T ’ D ) The terms of reference of the NC are as follows: (a) Membership The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist exclusively of non-executive Directors, with a minimum of 3, a majority of whom are independent. The members of the Committee shall elect the Chairman from among their number who shall be an independent director. In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly or a majority of whom must be independent directors. (b) Frequency of meetings Meetings shall be held not less than once a year. The Company Secretary shall be the Secretary of the Committee. (c) Authority The Committee is to recommend new nominees for the Board and the board committees and to assess Directors on an on-going basis. The actual decision as to who shall be nominated should be the responsibility of the full Board after considering the recommendations of the Committee. (d) Duties The duties of the Committee shall be: (i) to recommend to the Board, candidates for all directorships and in doing so, preference shall be given to shareholders or existing Board members and candidates proposed by the Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any director or shareholder may also be considered. (ii) to recommend to the Board, directors to fill the seats on board committees. (iii) to review annually, on behalf of the Board, the required mix of skills, experience and other qualities, including core competencies, which non-executive directors should bring to the Board. (iv) to carry out annually, on behalf of the Board, the assessment of the effectiveness of the Board as a whole, the board committees and the contribution of each director. (e) Reporting procedures The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board. At the meetings of the NC during the financial year ended 31 March 2005, the following matters were considered and resolved: - re-appointment and re-election of Directors at the Fifteenth Annual General Meeting; - mix of skills, experience and qualities of all Directors; and - the effectiveness of the Board and the contribution from each Board member. 27
  30. 30. R E M U N E R AT I O N C O M M I T T E E ( “ R C ” ) The members of the RC at the date of this report and their attendance at the meetings convened during the financial year ended 31 March 2005 are as follows: No. of meetings held during the financial year No. of Name of members ended 31 March 2005 meetings attended Dato’ Zainol Abidin Bin Haji A. Hamid - Chairman 2 2 (Non-Executive Director) Dato’ Lim Phaik Gan 2 1 (Independent Non-Executive Director) Dato’ Dr. Norraesah Bt. Haji Mohamad 2 2 (Independent Non-Executive Director) Sia Teong Heng 2 2 (Managing Director) The terms of reference of the RC are as follows: (a) Membership The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at least 3 directors, wholly or a majority of whom are non-executive directors. The members of the Committee shall elect the Chairman from among their number who shall be a non- executive director. In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly or a majority of whom must be non-executive directors. (b) Frequency of meetings Meetings shall be held not less than once a year. The Company Secretary shall be the Secretary of the Committee. (c) Authority The Committee is authorised to draw from outside advice as and when necessary in forming its recommendation to the Board on the remuneration of the executive directors in all its forms. Executive directors should play no part in decisions on their own remuneration and should abstain from discussion of their own remuneration. The determination of the remuneration packages of the non-executive directors, including non-executive chairman, should be a matter for the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration. 28
  31. 31. R E M U N E R AT I O N C O M M I T T E E ( “ R C ” ) ( C O N T ’ D ) (d) Duties The duty of the Committee is to recommend to the Board the structure and level of remuneration of executive directors. (e) Reporting procedures The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board. During the financial year ended 31 March 2005, the RC met two times to consider the remuneration of the Executive Chairman and Managing Director for 2004 and 2005. D I R E C T O R S ’ R E M U N E R AT I O N The details of the remuneration of each Director during the financial year ended 31 March 2005 are as follows: (a) Total Remuneration Basic Benefits- Attendance Salary Bonuses Fees in-kind Fee Total Name of directors RM RM RM RM RM RM Executive Sia Kwee Mow 460,320 252,000 - 16,925 - 729,245 @ Sia Hok Chai Sia Teong Heng 403,200 210,000 - - - 613,200 Non-Executive Mun Chong Shing - - 18,000 - 2,100 20,100 @ Mun Chong Tian Dato’ Zainol Abidin - - 19,000 - 1,800 20,800 Bin Haji A. Hamid Dato’ Lim Phaik Gan - - 19,000 - 2,700 21,700 Dato’ Dr. Norraesah - - 19,000 - 3,600 22,600 Bt. Haji Mohamad Ahmad Fizal - - 18,000 - 3,300 21,300 Bin Othman Total 863,520 462,000 93,000 16,925 13,500 1,448,945 29
  32. 32. D I R E C T O R S ’ R E M U N E R AT I O N ( C O N T ’ D ) (b) Directors’ remuneration by bands Executive Non-Executive Total Nil - - - RM1 to RM50,000 - 5 5 RM50,001 to RM100,000 - - - RM100,001 to RM150,000 - - - RM150,001 to RM200,000 - - - RM200,001 to RM250,000 - - - RM250,001 to RM300,000 - - - RM300,001 to RM350,000 - - - RM350,001 to RM400,000 - - - RM400,001 to RM450,000 - - - RM451,000 to RM500,000 - - - RM501,000 to RM550,000 - - - RM551,000 to RM600,000 - - - RM601,000 to RM650,000 1 - 1 RM651,000 to RM700,000 - - - RM701,000 to RM750,000 1 - 1 Total 2 5 7 A C C O U N TA B I L I T Y A N D A U D I T Financial Reporting The Board aims to convey a balanced and understandable assessment of the Group’s financial position and prospects through the quarterly results and annual reports/financial statements to the Company’s shareholders and regulators. The Responsibility Statement by the Directors pursuant to Bursa Securities Listing Requirements is set out on page 15. Internal Control The Board acknowledges its responsibility for maintaining a sound internal controls system, which provides reasonable assurance in ensuring the effectiveness and efficiency of operations and the safeguard of assets and interest in compliance with laws and regulations as well as with internal financial administration procedures and guidelines. The Group’s Statement on Internal Control is set out on pages 32 to 33. 30
  33. 33. A C C O U N TA B I L I T Y A N D A U D I T ( C O N T ’ D ) Relationship with Auditors The Board maintains a close and transparent professional relationship with the Group’s internal and external auditors through the Audit Committee. In the course of audit of the Group’s operations, the internal and external auditors have highlighted all important matters to the Audit Committee. The Audit Committee will then bring up the matters for the Board’s attention if it is necessary. The Group has paid RM17,000 of non-audit fees to the external auditors for the financial year ended 31 March 2005. Relationship with Shareholders and Investors The primary tools of communication with the shareholders of the Company are through the annual report, announcements through Bursa Securities and circulars. All queries from shareholders and members of public received through phone calls or letters are handled by the Executive Directors, Group Chief Financial Officer and Company Secretary. At the annual general meeting and extraordinary general meeting, the Chairman gives shareholders ample opportunity to participate through questions on the prospects, performance of the Group and other matters of concern to them with the Board. A D D I T I O N A L C O M P L I A N C E I N F O R M AT I O N In conformance with the requirements of Bursa Securities, the following compliance information is provided: Revaluation Policy on Landed Properties The Group’s landed properties are stated at cost. There is no policy of regular revaluation of its landed properties as at the end of the financial year ended 31 March 2005. Material Contracts There were no material contracts entered into by the Company and its subsidiaries which involved the directors’ and substantial shareholders’ interests subsisting at the end of the financial year ended 31 March 2005 or entered into since the end of the previous financial year. 31
  34. 34. S TAT E M E N T O N I N T E R N A L C O N T R O L INTRODUCTION In accordance with paragraph 15.27 (b) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of SBC Corporation Berhad (“herein known as the Company”) is pleased to include a statement on the state of the Company’s internal controls as guided by the Bursa Securities’ Statement on Internal Control: Guidance for Directors of Public Listed Companies (“the Guidance”). The statement below outlines the nature and scope of the internal controls of the Group during the financial year ended 31 March 2005. BOARD RESPONSIBILITY The Board recognizes the importance of maintaining a sound system of internal control and risk management practices to safeguard shareholders’ investment and the Company’s assets. Therefore, the Board affirms its responsibility for Group’s approach to assessing risk and the systems of internal control and for reviewing the adequacy and effectiveness of the Group’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. The review covers financial, operational and compliance controls, and risk management procedures of the Group. However, such procedures are designed to manage rather than to eliminate the risk of failure to achieve business objectives and can only provide reasonable assurance and not absolute assurance against material errors, misstatement, losses or fraud. RISK MANAGEMENT FRAMEWORK The Board maintains an ongoing commitment to strengthen the Group’s control environment and processes. Key risks relating to the Group’s operations and strategic and business plans are addressed at daily / weekly / monthly meetings attended by Senior Management and key staff. The responsibility of managing the risks of each department lies with the respective Heads of Department and it is during these meetings, significant risks identified and the corresponding internal controls implemented are communicated to Senior Management. Management with the existence of internal audit function has updated risk profile of the Group. The updated risk profile was presented to the Audit Committee on 27 May 2005. The above is the description of the processes adopted by Management to identify and manage the Group’s risks. Steps are being taken to embed internal control and risks management further into the operations of the business and to deal with areas of improvement which come to the attention of the Management and the Board. 32
  35. 35. KEY ELEMENTS OF INTERNAL CONTROLS Internal controls are embedded in the Group’s operations as follows: • Clear organisation structure with defined reporting lines. • Defined level of authorities and lines of responsibilities from operating units up to the Board to ensure accountabilities for risk management and control activities. • Monthly management meetings convened to discuss the Group’s operations and performance. This includes the monthly monitoring of results against budget, with significant variance explained and appropriate action taken. • Daily/weekly staff meetings convened to discuss the progress of projects to allow Management to focus on areas of concern. • Tender Committee approves the involvement of the Group in any property development and construction projects. A minimum number of three quotations are called for and tenders are awarded based on factors such as track record, quality and speed of delivery. • Tender Committee comprises members of Senior Management which ensures transparency in the award of projects. • A sound financial system that captures every single financial transaction. From this data captured, the Group produces consolidated monthly management accounts and quarterly performances, which allow the Management to focus on areas of concern. • Regular site visits by members of the Senior Management team. • Review of internal audit reports and follow-up on findings by Audit Committee. The Board is of the view that the system of internal control in place for the year under review is sound and sufficient to safeguard shareholders’ investment, customers’ interests and the Group’s assets. 33
  36. 36. A U D I T C O M M I T T E E R E P O RT The Board of SBC Corporation Berhad is pleased to present the Audit Committee Report for the financial year ended 31 March 2005. COMPOSITION AND MEETINGS The Audit Committee comprises four members, three of whom are Independent Non-Executive Directors and one is the Managing Director. The name of the members and their attendance at meetings held during the financial year are as follows: No. of meetings held during the financial year No. of Name of members ended 31 March 2005 meetings attended Dato’ Dr. Norraesah Bt. Haji Mohamad - Chairperson 4 4 (Independent Non-Executive Director) Dato’ Lim Phaik Gan 4 3 (Independent Non-Executive Director) Ahmad Fizal Bin Othman 4 4 (Independent Non-Executive Director) Sia Teong Heng 4 4 (Managing Director) The Audit Committee normally meets four times a year with additional meetings convened between scheduled meetings, if necessary, to deliberate on urgent and significant matters. The Group Chief Financial Officer, the Internal Auditor and representatives of the External Auditors attended the meetings at the invitation of the Audit Committee, where considered necessary. The Company Secretary is responsible for distributing the notices of the meetings and relevant papers to the Audit Committee members prior to their meetings and recording the proceedings of the meetings thereat. INTERNAL AUDIT FUNCTION The Company has set up a new Internal Audit Department in place of the outsourced internal auditors during the financial year. The Internal Audit Department is independent from the activities or operations of other operating units. The principal role of the Department is to undertake independent, regular and systematic review of the Group’s systems of internal control so as to provide reasonable assurance that such systems continue to operate efficiently and effectively. It is the responsibility of the Internal Audit Department to provide the Audit Committee with independent and objective reports on the state of internal control of various operating units within the Group and the extent of compliance of the units with Group’s established policies and procedures as well as relevant statutory requirements. 34
  37. 37. S U M M A RY O F A C T I V I T I E S O F T H E A U D I T C O M M I T T E E In line with the terms of reference of the Audit Committee, the following activities were carried out by the Audit Committee during the financial year ended 31 March 2005: a) Discussed and reviewed the Audit Planning Memorandum which cover the external auditor’s plan, scope and nature of work. b) Reviewed the Audit Review Memorandum in relation to their findings and accounting issues arising from the audit of the Group’s annual financial results. c) Reviewed the unaudited quarterly report on the consolidated results of the Group for the quarters ended 31 March 2004, 30 June 2004, 30 September 2004 and 31 December 2004. d) Assessed the Group’s financial performance. e) Reviewed related party transactions and conflicts of interest situation that may arise within the Group. f) Reviewed and approved the internal audit plan and the internal audit reports and followed up on the remedial actions implemented by the Management in respect of the internal control weaknesses identified. g) Reviewed the Group’s risk management policy and framework. h) Reviewed the Group’s compliance with the applicable approved accounting standards issued by the Malaysian Accounting Standards Board and other relevant legal and regulatory requirements. S U M M A RY O F A C T I V I T I E S O F T H E I N T E R N A L A U D I T F U N C T I O N During the financial year ended 31 March 2005, the Internal Auditor has: a) Presented a risk-based annual audit plan and risk assessment policy for the Audit Committee’s review and approval; b) Performed company-wide operation and special audits giving due attention to high and medium risk area of concerns; c) Followed up on the status of rectification with regards to significant issues and kept the Audit Committee abreast of the current status; and d) Furnished internal audit reports to the Audit Committee on a quarterly basis as updates of the internal audit activities. 35
  38. 38. S U M M A RY O F A C T I V I T I E S O F T H E I N T E R N A L A U D I T F U N C T I O N ( C O N T ’ D ) In accordance with the approved audit plan for 2004/2005, the areas reviewed by the internal audit function were as follows: a) Documentation maintenance and custodian; b) Launch of projects; c) Sales administration processing; d) Progress of construction; e) Processing of collections; f) Property management; g) Reviewed and updated the risk profile of the Group; h) Cash flow management; and i) Implementation and reviewing of standard operational procedures to ensure compliance. A number of minor internal control weaknesses were identified during the year, all of which have been addressed by the Management. None of the weaknesses has resulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report. The annual internal audit plan for 2005/2006 was presented to the Audit Committee for review and approval subsequent to the financial year ended 31 March 2005. The activities of the internal audit function cover the following areas: a) Management and operational review of companies within the Group; b) Procurement of services; c) Pre-development processes; d) Sales administration processes; e) Monitoring of the progress of construction; f) Handover procedures and complaint management; g) Billings and collection procedures; h) Related party transactions; i) Property management; and j) Update of the risk profile. The above reviews cover head office in Kuala Lumpur and all the offices and project sites which are located in Kuala Lumpur, Klang, Kuantan and Kota Kinabalu. 36
  39. 39. TERMS OF REFERENCE OF THE AUDIT COMMITTEE Membership The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of at least 3 directors, a majority of whom are independent. At least one member of the Committee must be: (i) a member of the Malaysian Institute of Accountants (“MIA”); or (ii) if he is not a member of the MIA, he must have at least 3 years working experience and • he must have passed the examinations specified in Part I of the 1st Schedule to the Accountant Act, 1967; or • he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule to the Accountants Act, 1967. The members of the Committee shall elect a Chairman from amongst their number who shall be an independent director. In order to form a quorum in respect of a meeting of the Committee, the majority of the members present must be independent directors. Attendance At Meeting The Group Chief Financial Officer, the Internal Auditor and a representative of the external auditors shall normally attend meetings. Other directors and employees of the Company may attend meetings at the Committee’s invitation. However, at least once a year the Committee shall meet with the external auditors without any executive director present. The Company Secretary shall be the secretary of the Committee. Frequency Of Meetings Meetings shall be held not less than four times a year. The external auditors may request a meeting if they consider that one is necessary. Authority The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all the employees are directed to cooperate with any request made by the Committee. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of an outsider with relevant experience and expertise, if it considers this necessary. Duties The duties of the Audit Committee shall be: (1) to consider the appointment of the external auditors, the audit fees and any questions of nomination, resignation or dismissal. (2) to discuss with the external auditors before the audit commences the nature and scope of the audit and ensure co-ordination where more than one audit firm is involved. (3) to discuss with the external auditors the evaluation of the system of internal controls, audit report and ensure assistance given by the employees to the external auditors. 37
  40. 40. TERMS OF REFERENCE OF THE AUDIT COMMITTEE (CONT’D) Duties (Cont’d) (4) to review the quarterly and year-end financial statements before submission to the Board, focusing particularly on: • any changes or implementation of changes in accounting policies and practices; • major judgement areas; • significant adjustments arising from the audit; • significant and unusual events; • the going concern assumption; • compliance with accounting standards; and • compliance with stock exchange and legal requirements. (5) to discuss problems and reservations arising from the interim and final audits and any matters the external auditor may wish to discuss in the absence of management, where necessary. (6) to review the external auditors’ management letter and management’s response. (7) to do the following where an internal audit function exists: • review the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority to carry out its work. • review the internal audit programme and processes and results of the internal audit programme, processes and investigation and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function. • review any appraisal or assessment of the performance of the members of the internal audit function. • approve the appointment or termination of senior staff members of the internal audit function. • inform itself of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning. (8) to consider any related party transactions and conflict of interest situations that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity. (9) to consider the findings of internal investigations and management’s response and ensure co-ordination between internal and external auditors. (10) to consider other topics, as defined by the Board. Reporting The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board. 38
  41. 41. F I N A N C I A L S T A T E M E N T S 40 - 45 D I R E C T O R S ’ R E P O RT S TAT E M E N T B Y D I R E C T O R S 46 46 S TAT U T O RY D E C L A R AT I O N 47 R E P O RT O F T H E A U D I T O R S BALANCE SHEETS 48 - 49 50 I N C O M E S TAT E M E N T S S TAT E M E N T S O F C H A N G E S I N E Q U I T Y 51 52 - 54 C A S H F L O W S TAT E M E N T S N O T E S T O T H E F I N A N C I A L S TAT E M E N T S 55 - 98
  42. 42. D I R E C T O R S ’ R E P O RT The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2005. P R I N C I PA L A C T I V I T I E S The Company is principally engaged in the businesses of investment holding and the provision of management and administrative services to the subsidiaries. The principal activities of the subsidiaries are disclosed in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. R E S U LT S THE GROUP THE COMPANY RM RM Profit after taxation for the financial year 2,250,429 1,237,629 DIVIDENDS Since the end of the previous financial year, the Company paid a dividend of 5.5% per Irredeemable Convertible Cumulative Preference Share (“ICCPS”) less 28% tax amounting to RM270,587 in respect of the previous financial year, in accordance with the terms of issue of the ICCPS and a first and final dividend of 1% per ordinary share less 28% tax amounting to RM593,527 in respect of the previous financial year. For the current financial year, (a) the directors have declared the payment of a dividend of 5.5% per ICCPS less 28% tax amounting to RM24,463, in accordance with the terms of issue of the ICCPS; and (b) the directors recommend the payment of first and final dividend of 1% per ordinary shares less 28% tax amounting to RM593,527. R E S E RV E S A N D P R O V I S I O N S There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the financial statements. 40
  43. 43. ISSUES OF SHARES AND DEBENTURES During the financial year, (a) there were no changes in the authorised and issued and paid-up share capital of the Company except that the ICCPS were converted into 6,833,000 ordinary shares of RM1 each of the Company on their maturity date on 4 May 2004. The new shares which arose from the conversion of the ICCPS rank pari passu in all respects with the existing shares of the Company; and (b) there were no issues of debentures by the Company. EMPLOYEE SHARE OPTION SCHEME (“ESOS”) Pursuant to the ESOS which was implemented on 14 July 2000, the movement in the options to subscribe for new shares of RM1 each in the Company at an exercise price of RM1.40 per share is as follows: NUMBER OF ORDINARY SHARES OF RM1 EACH UNDER OPTION At 1 April 2004 1,490,000 Exercised during the financial year - Lapsed during the financial year due to staff resignation (79,000) At 31 March 2005 1,411,000 The salient features of the ESOS are as follows: (i) eligible employees are employees who have served in the employment of any company within the Group for at least one year of continuous service; (ii) the total number of new ordinary shares to be offered under the ESOS shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS which shall be in force for a period of 5 years from the date of offer; (iii) the possible allocation for any single eligible employee during the existence of the ESOS shall not be less than 1,000 or more than 450,000 shares subject to the maximum allowable allocation according to their respective categories; (iv) the subscription price was based on the weighted average market price of the shares as shown in the Daily Official List of the Bursa Malaysia Securities Berhad for the 5 market days prior to the date of offer with an allowance for a discount of not more than 10% therefrom or at par value, whichever is higher; and (v) the shares to be allotted upon any exercise of an option will, upon allotment, rank pari passu in all respects with the existing issued and paid-up ordinary shares of the Company. The ESOS was expired on 13 July 2005. 41
  44. 44. OPTIONS GRANTED OVER UNISSUED SHARES During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company, other than the existing options under the ESOS. BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and satisfied themselves that there are no known bad debts and that adequate allowance had been made for doubtful debts. At the date of this report, the directors are not aware of any circumstances that would require the writing off of bad debts, or additional allowance for doubtful debts in the financial statements of the Group and of the Company. CURRENT ASSETS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. VA L U AT I O N M E T H O D S At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES The contingent liability of the Company is disclosed in Note 43 to the financial statements. At the date of this report, there does not exist: (a) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due. 42

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