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Corporate Governance Disclosure

The Board of Directors of Tambun Indah acknowledges the importance of maintaining good corporate governance in the Group and is committed to the principles of good corporate governance which are consistent with prudent management to deliver long term sustainable value to shareholders and other stakeholders.

This statement sets out the Company’s corporate governance practices with reference to the Principles and Recommendations in the Malaysian Code of Corporate Governance 2012 (“the Code”). As at the date of this statement, the Company had substantially complied with the Principles and Recommendations of the Code.

This statement is made in compliance with Paragraph 15.25 of the Main Market Listing Requirements of Bursa Securities.

Principle 1                      ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

The Board

The Group is led and controlled by an effective Board. The Board comprises of individuals who are highly experienced in their respective fields, and whose knowledge, background, ability and judgement are the requisites as expected by the stakeholders.

There is a strong and independent element on the Board too. This is fundamental to good corporate governance as it facilitates the exercise of independent and objective judgement as well as ensuring key issues and strategies are reviewed, constructively challenged, and fully discussed in the long-term interest of the shareholders and stakeholders of the Group.

There are presently 7 Board members comprising 3 executive directors, 1 non-independent non-executive director and 3 independent non-executive directors. The Board annually reviews the composition of the Board and its Committees to ensure that there exists the appropriate mix of experiences, skills and knowledge to effectively discharge their respective responsibilities in spearheading the Group’s growth and future direction.

The profile of each director is set out in the Directors’ Profile section of this Annual Report.

Even though the Board has representatives of the substantial shareholders, the presence of the independent directors ensures that there is no undue influence or domination in the decision making process of the Board. The independent directors play an important role in the Board’s responsibilities, being actively involved in the various Board committees, and contribute to performance monitoring and corporate governance by providing independent assessment and opinion.

The Board is satisfied that its current size and composition is adequate for its purpose.

Board Charter

The Company’s Board Charter provides guidance to the Board in fulfillment of its roles, functions, duties and responsibilities. The Board Charter is available on the Company’s website, www.tambunindah.com.

The Board reviews the Board Charter annually and from time to time to reflect any changes to the Company’s policies and procedures as well as any amended relevant rules and regulations. In February 2017, the Board reviewed and approved certain revisions in the Board Charter to ensure its relevance and compliance with current rules and legislations.

The Whistle-Blowing Policy formulated in the Board Charter provides a formal communication channel, where the employees or any other stakeholders can communicate matters of concern, that are raised in good faith, without any fear of reprisal. The matters of concern will be assessed, independently investigated and where appropriate, actions will be taken to address the issues raised.

Code of Business Conduct

The Board is finalising a Code of Business Conduct, which sets out the business practices, standards and ethical conduct expected from all employees in the course of their employment with the Group. In addition, the Directors, officers and employees are committed to observe and maintain high standards of integrity in carrying out their roles and responsibilities and to comply with the group’s policies as well as the relevant applicable laws and regulations.

Clear Roles & Responsibilities

The Board provides entrepreneurial leadership as well as overseeing the overall performance objectives and long term success and sustainability of the Group. The Group has a clearly defined organisational chart and framework of assigning authority and responsibility to its specific requirements. The manual on Limits of Authorities (LOA) approved by the Board sets out clear authority limits to ensure checks and balances through segregation of duties.

The Board, in discharging its leadership’s role, essentially covers the following functions:-

Strategic Planning

The strategic planning process begins at the senior management level after assessment and review of the business environment as well as the progress of the previous year’s activities. The senior management also takes into consideration feedback from its employees, customers and other stakeholders of the Company with which the Group conducts its business to ensure the best outcome for the ensuing year, and in the best interest of the Company and its stakeholders.

Based on the above, the senior management prepares the business plan and presents the internal profit forecast for the review and approval of the Board.

Conduct of the Group’s business

There is a clear division of responsibilities between the Chairman and the Managing Director. The Chairman of the Group has no executive function and is responsible for orderly conduct and proceedings of meetings. In addition, the Chairman is also responsible in promoting a culture of openness and active participation in meetings.

The Managing Director of the Company is responsible for the overall operation and financial performance of the Group. The Managing Director heads a senior management team in the day-to-day operation of the Group. The senior management team consists of senior employees holding the positions of Executive Director, Project Director, Chief Financial Officer and Deputy General Manager.

The senior management will be invited to attend the Board meetings and to provide the Board with any such relevant information or updates, as and when required by the Board.

The role of independent non-executive directors is particularly important to the Group being fundamental to good corporate governance. The independent non-executive directors’ role is to provide unbiased, objective and independent views, advice and judgement, taking into account the long-term interest of shareholders, employees, customers, suppliers and other stakeholders of the Group.

Succession Planning

According to the LOA and the Board Charter, the Managing Director is responsible for the succession planning of key management positions across the Group. Nevertheless, the Board still assumes the responsibility to ensure there is an effective and orderly succession planning in the Group.

The Managing Director reviews candidates for key management positions and determines the remuneration for these appointments. In this respect, the Managing Director will take into consideration the profiles, experiences, personality, professionalism, and personal achievements of the new candidates.

The Managing Director also determines the training needs of the senior management team, and the remuneration of key management based on their performance, contribution, leadership, achievement, and other deliverables in their respective positions.

The Managing Director shall inform the Board of any resignation or termination of key management, and the impact of such to the operations of the Group. The Board shall monitor the progress of the Group’s succession planning through periodic updates from the Managing Director.

Risk Assessment and Management

The Board, through the Risk Management Committee oversees the overall risk management framework of the Group. The Audit Committee, through the assistance of the outsourced internal auditors, assists the Board in risk assessment review, and monitoring the effectiveness of the risk management implementation based on risk based audit plan.

The Risk Management Committee reports to the Board on the risks profiles as well as the on-going risk management implementation and actions undertaken to mitigate the risks identified. The Risk Management Committee also updates the Board of their continuous review of the risk profiles and the adequacy of its control procedures throughout the Group.

The Board determines the changes in risk management policies based on the risk assessments and ensures appropriate systems are implemented in managing principal risks identified.

Investor Relations and Shareholders’ Communications

The Board believes in building investor confidence through good corporate governance practices. As such, the Company has in place, the Investor Relations team with the objective of creating shareholders’ value and enhancing shareholders’ confidence of the Group.

The Company has designated the senior management together with the appointed Investor Relation consultants as persons responsible for the handling of discussions and disclosures with investors, fund managers, financial analysts and the public.

The Board reviews and approves all quarterly financial and other important announcements, and is mindful that material information is announced in a timely manner.

Internal Control Systems

The Board is responsible for maintaining an appropriate system of internal control to safeguard the shareholders’ value and the assets of the Group.

The activities of the internal audit functions are set out in the Audit Committee Report section of this Annual Report. Further details pertaining to the Company’s internal control system and its effectiveness are available in the Risk Management and Internal Control Statement section of this Annual Report.

In addition to the above functions, the Board is also tasked to decide and approve amongst others, the financial statements, quarterly results, material acquisitions and/or disposals of the Group’s fixed assets, new investment, divestment, corporate restructuring, establishment of joint ventures, related party transactions and new appointments to the Board.

The Board is also committed towards sustainable development. The Group’s sustainability strategy encompasses the community, workplace, marketplace and environment. Details are set out in the Corporate Social Responsibility Statement section of this Annual Report.

Supply of Information

The Board is provided with sufficient and timely information to enable it to discharge its duties effectively. At least 7 days prior to Board meetings, all directors are provided with the agendas and Board papers to enable the directors to participate effectively in the meetings.

The Board and its Committees have full and unrestricted access to all information of the Group. Such information is not only quantitative, but also includes other information which is deemed necessary for them to make an informed decision. Senior Management may be invited to Board meetings to provide insights into matters being discussed and to furnish clarification on issues that may be raised by the Board.

The directors may obtain further information, which they may require in discharging their duties such as seeking independent professional advice, if necessary, at the Company’s expense.

Company Secretaries

The Company Secretaries provide guidance to the Board on matters relating to the company law, rules and regulations of the regulatory authorities as well as best practices on governance. The Board has unrestricted access to the advice and services of the Company Secretaries. Every Board member is provided with Tambun Indah Corporate Calendar, which contains details of compliance issues, meeting schedules and events. In addition, the Company Secretaries also update the Board on circulars received from Bursa Malaysia Securities Berhad as well as amendments or changes to the Listing Requirements, which are relevant to the Company.

The Company Secretaries record, prepare and circulate the minutes of meetings of the Board and Board Committees and ensure such minutes are properly kept at the registered office of the Company and produced for inspection, if required.

The Company Secretaries are responsible for proper maintenance of secretarial records and attend to the auditors in annual statutory audits on the Company’s statutory records in connection with the audit of the financial statements of the Company.

Both Company Secretaries have tertiary education and are qualified to act as company secretaries under Section 235(2) of the Companies Act, 2016. The Company Secretaries regularly keep themselves abreast of the regulatory changes and developments in corporate governance through attendance at various continuous training programmes.

Principle 3                       STRENGTHEN COMPOSITION

Board Committees

The Board delegates certain areas of responsibilities to Board Committees, each with predefined terms of reference and responsibilities; and the Board receives reports of their proceedings and deliberations. Where the Board Committees have no authority to make decisions on matters reserved for the Board, recommendations would be tabled to the Board for its approval. The Chairman of the respective Board Committees shall report the outcome of the Committee meetings to the Board and relevant decisions are incorporated in the minutes of the Board meetings. Further details of the Board Committees are set out below.

1) Audit Committee

The Board had set up an Audit Committee comprising entirely of independent directors. The Audit Committee is chaired by Mr. Yeoh Chong Keat, a practicing accountant with more than 30 years of audit, tax, and advisory experience.

Further details are set out in the Audit Committee Report section of this Annual Report.

2) Nominating Committee

The Board had set up a Nominating Committee comprising exclusively of non-executive directors, a majority of whom are independent.

The Nominating Committee consists of :

Name    Designation   Directorate                                                      
Taufiq Ahmad @ Ahmad Mustapha Bin Ghazali   Chairman Independent & Non-Executive
Tsai Chia Ling Member Non-Independent & Non-Executive
Yeoh Chong Keat Member Independent & Non-Executive
Lai Fook Hoy (appointed on 29 February 2016) Member Independent & Non-Executive

The Nominating Committee is guided by a predefined terms of reference and in particular, its duties are to assess :-

  1. the candidates for all directorships;
  2. the directors who are to fill the seats of Board Committees;
  3. the directors who are seeking re-election at annual general meeting or who have attained 70 years of age;
  4. the effectiveness of the Board as a whole, and Board Committees;
  5. the performance of individual directors;
  6. the independence of independent directors;
  7. Boardroom diversity, length of service and any other duties as required by the Board; and
  8. The term of office and performance of Audit Committee and each of its members.

The Nominating Committee met three times during the financial year ended 31 December 2016 to carry out the assessment of the Board, Board Committees, the performance of individual directors, the independence of independent directors, the appointment of a new director, the directors due for retirement by rotation, directors’ trainings and boardroom diversity.

Boardroom Diversity

The Board recognises the benefits of having a diverse Board, and believes diversity to be an essential element in maintaining a competitive advantage in achieving its corporate objectives.

The Board believes that a mixed gendered and ethnically diverse Boardroom would offer different ideas and perspectives, which will enable better insights in serving the Group’s diverse customers base and enhance the Group’s presence in the marketplace.

The Nominating Committee will consider a number of aspects, including but not limited to, gender, age, ethnicity, education background, professionalism, experiences, skills, industry knowledge, length of service and the requirements of the Group’s business in determining the optimum composition of the Board.

The Nominating Committee, upon its recent assessment carried out, is satisfied that the current composition of the Board is adequate for its purpose and has the appropriate diverse blend of gender, ethnicity, and age.

The Nominating Committee had recommended that a fixed policy on diversity is not required at this juncture, and the Board supported the recommendation of the Nominating Committee.

The Board does not set any specific target for female directors in the Boardroom as recommended by the Code. However, the current composition of the Board with 2 female directors out of 7 Board members, translates to a 29% female representation on the Board.

Annual Assessment

The Nominating Committee annually assesses the Board as a whole, Board Committees, and the contribution of each individual director by way of customized self-assessment questionnaires. The results of the annual assessment are compiled by the Secretary, and presented to the Nominating Committee for evaluation, and subsequently tabled to the Board for deliberation.

In the annual assessment of the Board for financial year ended 2016, the Board was satisfied with the current composition, the contribution of each board member, as well as the mix of skills of the directors to enable the Board to discharge its responsibilities effectively.

Appointments & Re-elections

Any proposed appointment of new Board members or proposed re-appointment of directors will be assessed by the Nominating Committee. In evaluating the appointment of new directors, in addition to assessment of the candidate’s skills and experience, character, integrity, competency, the Nominating Committee also takes into consideration whether the candidate is able to devote time to effectively discharge his role as a director.

The Nominating Committee will, upon its assessment, submit its recommendation to the Board for approval. The Company Secretary is then responsible to ensure relevant procedures relating to the appointment of the new directors are properly executed.

Upon appointment, the new directors will be given a copy of the Board Charter, and provided with an induction programme to familiarize the new directors with the Company’s business activities, corporate governance practices, and other policies of the Group. The programme also allows the new directors to get acquainted with the management.

On the assessment of existing directors who are seeking re-election at the annual general meeting of the Company, the Nominating Committee will review their regular and timely attendance of meetings, level of participation in Board matters, and whether they have sufficient time to fulfill their responsibilities on the Board. During deliberations on the performance of a particular director who is a member of the Nominating Committee, that member abstained from the discussions.

3) Remuneration Committee
The Board had set up a Remuneration Committee comprising mainly independent non-executive directors.

The Remuneration Committee consists of :

Name  Designation  Directorate
Lai Fook Hoy Chairman Independent & Non-Executive
Taufiq Ahmad @ Ahmad Mustapha Bin Ghazali Member Independent & Non-Executive
Tek Kiak Seng Member Executive
Yeoh Chong Keat Member Independent & Non-Executive

The Remuneration Committee is guided by a predefined terms of reference and in particular, the following duties :-

  1.  to establish and recommend to the Board, the remuneration package of the executive directors.
  2. to consider other remunerations or rewards as referred to by the Board.

The Remuneration Committee met three times during the financial year ended 31 December 2016 to review
and recommend the remunerations of executive directors and their performance incentives and bonuses.

The Remuneration Committee adopts a formal and transparent process in determining the remuneration of the executive directors. The remuneration of the executive directors is structured to link rewards to their respective contributions in supporting the Group’s corporate objectives, strategy and culture. The Remuneration Committee’s objective is to ensure that there is a competitive remuneration framework in place to reward, motivate, and retain executive directors to manage the Group successfully as well as to drive the Group’s businesses to greater growth and maximise long term shareholders’ value.

The remuneration framework for executive directors covers all aspects of remuneration including fees, salaries, allowances, bonuses, incentives, options, statutory contributions and benefits-in-kind.

The Board then determines the remuneration package of the executive directors as recommended by the Remuneration Committee and each individual director shall abstain from deliberation on his own remuneration.

Non-executive directors are paid directors’ fees and allowance at meetings of the Board and Board Committees. In
addition, the chairman of the Board, and chairman of Board Committees also receive an annual fixed fee in recognition for their responsibilities and commitment required. The fees are determined by the Board as recommended by the Remuneration Committee, and are subject to shareholders’ approval at the annual general meeting.

All directors are also covered under a Directors and Officers Liability Insurance Policy against any liability
incurred by them in discharging their duties while holding the office as directors of the Group.

The aggregate remuneration of the directors for the financial year ended 31 December 2016 are presented under
Note 30 of the financial statements.

Principle 3                      REINFORCE INDEPENDENCE

Assessment of Independent Directors

The Board values the importance of the role of independent directors to strengthen the Board as a whole. The role of independent directors is to bring independent and objective judgment to the Board. This mitigates risks arising from conflict of interests or undue influence from interested parties. Where any director has an interest in any matter under deliberation, he is required to declare his interest and abstain from participating in the discussions and voting on the matter. None of the current independent directors hold office exceeding a cumulative term of 9 years.

The Nominating Committee assesses the independent directors annually. The Nominating Committee is chaired by Encik Taufiq Ahmad @ Ahmad Mustapha Ghazali, an accountant with more than 30 years of experience in audit and finance including in-depth knowledge of operational strategies in the finance industry.

Questionnaires will be sent to the independent directors to self-evaluate their “independence”, in addition to the criteria of independence as set out in the Main Market Listing Requirements. The Nominating Committee will then assess and table its recommendations to the Board.

The Nominating Committee, upon its recent annual assessment carried out, is satisfied that the independent directors have been able to discharge their responsibilities in an independent manner.

Principle 4                      FOSTER COMMITMENT

Time Commitment

The Nominating Committee assess whether the directors who hold multiple board representations are able to and have been devoting sufficient time to discharge their responsibilities adequately. Accordingly, the directors of the Company do not hold more than 5 directorships in public listed companies as prescribed by the Main Market Listing Requirements. Directors are required to notify the Managing Director before accepting any new directorships in public listed companies, and of his time commitment in fulfilling his role to make positive contributions to the Board.

The Nominating Committee recognizes that its assessment of each director’s ability to discharge his or her duties adequately cannot be confined to the criterion of the number of his or her board representations as time requirements are very subjective. Thus, the Nominating Committee takes into account the contributions by the directors during Board, or Board Committees, meetings and their attendance at such meetings, in addition to their principal duties as non-executive directors of the Company.

The Board has committed to meet at least once every quarter. The quarterly Board meetings are scheduled in advance before the end of each financial year so as to enable the directors to plan accordingly and to fit the year’s meetings into their schedules. In addition, Board meetings may be convened as and when need arises to consider urgent proposals or matters that require expeditious decision or deliberation by the Board.

The Board also resolves and approves certain Company’s matters vide circular resolutions. The circular resolutions are drawn up with detailed information and must be signed by a majority of directors.

The Board met 5 times in the financial year ended 31 December 2016. The details of attendance are as follows :

Name  No. of Meetings Attended 
Lai Fook Hoy 5/5
Teh Kiak Seng 5/5
Teh Theng Theng 5/5
Taufiq Ahmad @ Ahmad Mustapha Bin Ghazali 4/5
Yeoh Chong Keat 5/5
Tsai Chia Ling 4/5
Teh Deng Wei (appointed on 18 November 2016) 0/0

The Nominating Committee, upon its recent annual assessment carried out, is satisfied that all directors had committed sufficient time in discharging their responsibilities.

Directors’ Trainings

Any director appointed to the Board is required to complete the Mandatory Accreditation Progamme (MAP) within 4 months from the date of appointment. In addition to the MAP, Board members are also encouraged to attend training programmes conducted by competent professionals that are relevant to the Group’s operations and businesses.

For the financial year ended 31 December 2016, the directors had attended the following trainings :

Name  Training Programme Attended 
Lai Fook Hoy       –
Teh Kiak Seng
  • Risk Management Workshop
  • Trafic Impact Assessment
Teh Theng Theng       –
Taufiq Ahmad @ Ahmad Mustapha Bin Ghazali
  • CG Breakfast Series for Directors : Improving Board Risk Oversight Effectiveness
  • Focus Group Series : Corporate Governance Disclosures “What Makes Good, Bad and Ugly Corporate Governance Reporting”
  • ESG Seminar for FTSE4Good Bursa Malaysia Index
  • Directors’ Continuing Education Programme
  • Board Chairman Series Part 2: Leadership Excellence from The Chair Corporate Directors Onboarding Programme (CDOP) : Updates in Companies Bill 2015 and Its Implication to Directors
  • Management Discussion & Analysis – What and How to Disclose?
  • MIA International Accountants Conference  2016
  • 2017 Budget Seminar
  • National Tax Conference 2016
Yeoh Chong Keat
  • 2017 Budget Seminar
  • National Tax Conference 2016
Tsai Chia Ling       –
Teh Deng Wei (appointed on 18 November 2016)       –

Lai Fook Hoy, Teh Theng Theng and Tsai Chia Ling did not participate in any structured trainings during the financial year as their business meetings and interactions with various business parties and stakeholder including their other directorships will serve them sufficiently in the discharge of their duties to the Board.

Teh Deng Wei was appointed to the Board on 18 November 2016 and had completed the MAP in February 2017.

The Nominating Committee, upon its recent annual assessment carried out, is satisfied with the directors’ own evaluation of their training needs and had attended training to increase their knowledge and understanding of recent developments in laws, regulations and business practices to aid them in the discharge of their duties and responsibilities as directors of the Company.

The Nominating Committee had recommended the current practice be maintained and a directors’ training policy is not required at this juncture. The Board supported the recommendation of the Nominating Committee.

Principle 5                      UPHOLD INTEGRITY IN FINANCIAL REPORTING

Financial Reporting

The Board aims to present a balanced and understandable assessment of the Group’s financial position and prospects to the public in accordance with the provisions of the Companies Act, 1965 and the Financial Reporting Standards. In the preparation of the financial statements, the directors have taken the necessary steps to ensure all applicable accounting policies are applied consistently, and supported by reasonable and prudent judgement.

During the financial year, the Audit Committee assisted the Board to oversee the Group’s financial reporting processes by reviewing the financial and statutory compliance aspects of the annual financial statements and quarterly financial results prior to deliberation at Board level. The Board then discussed and approved the annual financial statements and quarterly financial results for release to Bursa Securities and the Securities Commission respectively at the close of trading.

External Auditors

The Audit Committee and the Board place great emphasis on the objectivity and independence of the Group’s external auditors in providing relevant and transparent reports to the shareholders.

During the financial year, the Audit Committee reviewed the scope of audit, the reporting obligations, the audit procedures, deliverables and key dates for the year’s audit before the external auditors commenced their audits of the Company and of the Group. The Audit Committee also discussed with the external auditors in respect of the accuracy and completeness of the accounting records, the accounting principles, the effectiveness of the Group’s internal control and business risk management including any other pertinent matter that should be brought to the attention of the Audit Committee relating to the audit of the Group’s financial statements. The Audit Committee met with the external auditors twice without the presence of the executive directors and management of the Group.

The Audit Committee also ensures the management provides a timely response to any request of documents or queries raised by the external auditors.

The Audit Committee assesses the external auditors annually. The Audit Committee will consider a number of aspects such as the adequacy of resources, quality of work, the experience of the staff assigned to the audit of the Group as well as the independency and objectivity of the external auditors.

The existing external auditors, BDO Chartered Accountants had been re-appointed by shareholders of the Company since financial year 2010. In compliance with the Malaysian Institute of Accountants, BDO rotates its audit partner every 5 years to ensure objectivity, independence and integrity of the audit opinions.

BDO had also confirmed to the Audit Committee in writing that they are, and have been independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

The Audit Committee, upon its recent annual assessment carried out, is satisfied with the suitability of BDO based on their audit approach, quality of work done, sufficiency of resources and independence. The Audit Committee had proposed that the Board recommends the re-appointment of BDO as the external auditors of the Company at the forthcoming annual general meeting.

Principle 6                      RECOGNISE AND MANAGE RISKS

Risk Management

The Board had set up a Risk Management Committee which comprises of executive directors and senior management.

The Risk Management Committee consists of :

Name Designation   Position
Teh Kiak Seng Chairman Managing Director
Teh Theng Theng Member Executive Director
Teh Deng Wei Member Executive Director
Thaw Yeng Cheong Member Project Director
Neoh Sze Tsin Member Chief Financial Officer

The Board through the Risk Management Committee reviews the adequacy of the Group’s risk management framework to ensure risk management and internal controls are in place. The Group had adopted a risk management framework to enhance its risk management capabilities. Key risks, control measures and management actions are continually identified, reviewed and monitored as part of the risk management framework. The Risk Management Committee will update the Audit Committee and Board periodically on the Group’s risk profile including actions undertaken by the management to manage or mitigate the risks identified.

As at 31 December 2016, the Board is of the opinion that the Group had adequately addressed the financial, operational and compliance risks, which are relevant and material to the Group’s operations, by ensuring that the systems of internal control and risk management are in place.

Internal Audit Function

The Board acknowledges its responsibilities to maintain an appropriate system of internal control to safeguard shareholders’ interests and the assets of the Group. The Board had appointed an independent professional firm, to carry out the internal audit functions to ensure that the Group’s internal control systems are properly in place. The Internal Auditors report directly to the Audit Committee.

During the financial year, the Audit Committee through the assistance of the internal auditors reviewed and reported to the Board on the adequacy of the Group’s system of internal controls covering certain business process/functional areas audited by the internal auditors according to the internal audit plans.

Further details are available in the Audit Committee Report section and the Risk Management and Internal Control
Statement section of this Annual Report.

Principle 7                       ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Investors Relations

The Board recognizes the value of corporate transparency and coherent communication, and aims to provide fair, relevant, comprehensive and timely information regarding the Group’s performance to the shareholders and the investment community to enable them to make informed decisions. The Group’s Investor Relations team is tasked with, and focuses to build long term relationships and trust with the shareholders and investment community.

The Investor Relations team communicates regularly with shareholders and investment community, with timely disclosures of material or other pertinent information through announcements to Bursa Securities. The team also conducts roadshows, analyst presentations and corporate briefings to keep investors apprised of the Group’s development and financial performance.

Shareholders and the investment community can also access the Company’s official website (www.tambunindah.com) to obtain up-to-date information of the Group such as the financial performance, corporate information, media activities, latest and upcoming product launches etc.

Principle 8                      STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Greater Shareholders’ Participation

The Board supports and encourages active shareholders’ participation at its annual general meetings and any other general meetings. In accordance with the Company’s Articles of Association, any shareholder may appoint up to a maximum of 2 proxies to attend and vote on his behalf in any general meeting.

The Company allows the appointment of proxy who is not a member of the Company. As for the exempt authorised nominee with shares in the Company for multiple beneficial owners in one securities account, there is no limit on the number of proxies to be appointed.

The notice of annual general meeting will be sent to shareholders at least 21 days before the time appointed for holdingthe meeting. Any proposed resolution to be considered under special business will be accompanied by explanatory notes to facilitate understanding and evaluation of the shareholders.

At the commencement of the meeting, the Company’s independent non-executive Chairman will share with the shareholders amongst other, the poll voting process on all the resolutions put to the meeting.

During the meeting, the independent non-executive Chairman will invite shareholders to raise questions pertaining to the proposed resolution before putting the motion to vote. Board members and senior management will be present at the meeting to respond to any questions from shareholders. The Company’s external auditors are also present to address issues relating to the audits and the auditors’ report.

In compliance with the recent amendments on the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the notice of the forthcoming Annual General Meeting shall be voted upon by poll.

This statement was approved by the Board on 13 April 2017.