Annual Report 2017 Laporan Tahunan
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INSAS BERHAD INSAS BERHAD (Company No. 4081-M) (Company No.4081-M) ANNUAL REPORT 2017 LAPORAN TAHUNAN INSAS BERHAD (Company No. 4081-M) ANNUAL REPORT LAPORAN TAHUNAN Suite 23.02, Level 23, The Gardens South Tower Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur Tel : 03 2282 9311 Fax : 03 2284 8500 2017 w w w . i nsas. net 2 Corporate Information 3 Profile of Directors 5 Profile of Key Senior Management 8 Chief Executive Officer’s Statement 10 Management Discussion and Analysis 20 Five Years Group Financial Highlights 21 Statement on Corporate Governance 35 Statement on Risk Management and Internal Control 41 Audit Committee Report CONTENTS Directors’ Report and Financial Statements 46 Supplementary Information 173 List of Properties 174 Analysis of Shareholdings 176 Analysis of Warrants Holdings 179 Analysis of Redeemable Preference Shareholdings 181 Statement of Directors’ Interest in the Company and its Related Corporations 183 Notice of Annual General Meeting 185 Statement Accompanying Notice of Annual General Meeting 189 Statement in Relation to the Proposed Renewal of Authority for the Company to Purchase its Own Shares 190 Form of Proxy 2 INSAS BERHAD (4081-M) / ANNUAL REPORT 2017 Corporate Information BOARD OF DIRECTORS Y.A.M. TENGKU PUTERI SERI KEMALA PAHANG DATO’ WONG GIAN KUI TENGKU HAJJAH AISHAH Aged 58, Malaysian, Male Chairperson Executive Director Non-Independent Non-Executive Director Y.A.M. Tengku Puteri Seri Kemala Pahang Dato’ Dr. Tan Seng Chuan BTE SULTAN HAJI AHMAD SHAH, DK(II), SIMP Tengku Hajjah Aishah bte Sultan Haji Aged 60, Malaysian, Female Dato’ Wong was appointed to the Board of Insas Berhad Ahmad Shah, DK(II), SIMP * Non-Executive Directors Independent Non-Executive Director/Chairperson Dato’ Wong Gian Kui as an Executive Director on 11 September 1992, and as Executive Deputy Chairman / Chief Executive Officer Ms. Soon Li Yen Chairperson of Audit Committee and Managing Director from November 2000 to January 2009. Dato’ Sri Thong Kok Khee Mr. Oh Seong Lye * Nomination Committee He was re-designated as a Non-Independent Non-Executive Director on 30 January 2009. Y.A.M. Tengku Aishah was appointed as the Chairperson of Insas Berhad on 12 November 1986. Dato’ Wong is an accountant by profession and has been a member of the Malaysian Institute of Certied Public AUDIT COMMITTEE PRINCIPAL BANKERS She graduated with a Diploma in Business Administration Accountants since 1985 and a member of the Malaysian from Dorset Institute, United Kingdom in 1980 and has Institute of Accountants since 1988. Prior to joining Insas Y.A.M. Tengku Puteri Seri Kemala Pahang Afn Hwang Investment Bank Berhad been a Director of TAS Industries Sdn Bhd since 15 Berhad, Dato’ Wong had worked for Harun, Oh & Wong, a Tengku Hajjah Aishah bte Sultan Haji Alliance Bank Malaysia Berhad August 1990. TAS Industries Sdn Bhd is an investment member of Horwath International rm of public Ahmad Shah, DK(II), SIMP * AmBank (M) Berhad holding and property development company in Kuala accountants in Malaysia from 1981 to 1990 and Stoy Ms. Soon Li Yen Credit Suisse AG Lumpur. Y.A.M. Tengku Aishah is also the Independent Hayward London, Chartered Accountants from 1990 to Mr. Oh Seong Lye * Citibank N.A., Singapore Non-Executive Chairperson of Inari Amertron Berhad and 1991. Dato’ Wong is an Executive Director of Inari Hong Leong Bank Berhad Mieco Chipboard Berhad. Amertron Berhad, an Independent Non-Executive Malayan Banking Berhad Chairman of Yi-Lai Berhad, Executive Director of Ho Hup NOMINATION COMMITTEE OCBC Bank (Malaysia) Berhad Construction Company Berhad and Alternate Director to Public Bank Berhad She has no family relationship with any Director or major Y.A.M. Tengku Puteri Seri Kemala Pahang RHB Bank Berhad shareholder of Insas Berhad and has no conict of Dato’ Sri Thong Kok Khee in SYF Resources Berhad. Tengku Hajjah Aishah bte Sultan Haji RHB Islamic Bank Berhad interest with Insas Berhad. Ahmad Shah, DK(II), SIMP * United Overseas Bank (Malaysia) Berhad He has no family relationship with any Director or major Ms. Soon Li Yen shareholder of Insas Berhad and has no conict of Mr. Oh Seong Lye * DATO’ SRI THONG KOK KHEE interest with Insas Berhad. SOLICITORS Aged 63, Malaysian, Male COMPANY SECRETARIES Raslan Loong, Shen & Eow Executive Deputy Chairman cum Shearn Delamore & Co. Chief Executive Officer DATO’ DR TAN SENG CHUAN Ms. Chow Yuet Kuen Tan Pheck San & Co. Aged 62, Malaysian, Male Ms. Lau Fong Siew James Monteiro Executive Director Dato’ Sri Thong was appointed to the Board of Insas Berhad as Executive Deputy Chairman on 28 February Dato’ Dr Tan was appointed to the Board of Insas Berhad REGISTERED OFFICE SHARE REGISTRARS 2007 and subsequently became the Executive Deputy Chairman cum Chief Executive Ofcer on 30 January on 18 March 1997. No. 45-5, The Boulevard, Mid Valley City Megapolitan Management Services Sdn. Bhd. 2009. Prior to this, Dato’ Sri Thong was the Chief Lingkaran Syed Putra, 59200 Kuala Lumpur No. 45-5, The Boulevard, Mid Valley City Executive Ofcer of Insas Berhad from 10 March 1993 to He graduated with First Class Honours in Mechanical Tel: 03-22848311 Fax: 03-22824688 Lingkaran Syed Putra, 59200 Kuala Lumpur 29 November 2004. Engineering from Imperial College, England in 1978. Dato’ Tel: 03-22848311 Fax: 03-22824688 Dr Tan also obtained a Masters and PhD in Engineering A graduate from the London School of Economics, United Science in 1981 and 1983 respectively from Harvard PRINCIPAL PLACE OF BUSINESS Kingdom, Dato’ Sri Thong had worked in the nancial University, USA. Dato’ Dr Tan has vast experience in the STOCK EXCHANGE LISTING services industry from 1979 to 1988. He worked for IT industry and has more than 30 years experience in the Suite 23.02, Level 23 Standard Chartered Merchant Bank Asia Limited in global IT and related high technology industries. He joined The Gardens South Tower Main Market of Bursa Malaysia Securities Berhad Singapore from October 1982 to June 1988 and his last Insas Berhad in 1997 where he currently heads the Mid Valley City held position was the Director of its Corporate Finance Technology Division. Dato’ Dr Tan is also the Executive Lingkaran Syed Putra, 59200 Kuala Lumpur Vice Chairman of Inari Amertron Berhad. Tel: 03-22829311 Fax: 03-22848500 SECTOR Division. Dato’ Sri Thong is also a Non-Independent Non-Executive Director of Inari Amertron Berhad, Omesti Finance Berhad, Ho Hup Construction Company Berhad and SYF He has no family relationship with any Director or major AUDITORS Resources Berhad. shareholder of Insas Berhad and has no conict of interest with Insas Berhad. SJ Grant Thornton (AF0737) STOCK CODE Dato’ Sri Thong is a substantial shareholder of Insas (Member of Grant Thornton International Ltd) Berhad. He has no conict of interest with Insas Berhad. Chartered Accountants 3379 Level 11, Sheraton Imperial Court Jalan Sultan Ismail 50250 Kuala Lumpur (*) - Independent Non-Executive Directors INSAS BERHAD (4081-M) / ANNUAL REPORT 2017 3 Profile of Directors BOARD OF DIRECTORS Y.A.M. TENGKU PUTERI SERI KEMALA PAHANG DATO’ WONG GIAN KUI TENGKU HAJJAH AISHAH Aged 58, Malaysian, Male Chairperson Executive Director Non-Independent Non-Executive Director Y.A.M. Tengku Puteri Seri Kemala Pahang Dato’ Dr. Tan Seng Chuan BTE SULTAN HAJI AHMAD SHAH, DK(II), SIMP Tengku Hajjah Aishah bte Sultan Haji Aged 60, Malaysian, Female Dato’ Wong was appointed to the Board of Insas Berhad Ahmad Shah, DK(II), SIMP * Non-Executive Directors Independent Non-Executive Director/Chairperson Dato’ Wong Gian Kui as an Executive Director on 11 September 1992, and as Executive Deputy Chairman / Chief Executive Officer Ms. Soon Li Yen Chairperson of Audit Committee and Managing Director from November 2000 to January 2009. Dato’ Sri Thong Kok Khee Mr. Oh Seong Lye * Nomination Committee He was re-designated as a Non-Independent Non-Executive Director on 30 January 2009. Y.A.M. Tengku Aishah was appointed as the Chairperson of Insas Berhad on 12 November 1986. Dato’ Wong is an accountant by profession and has been a member of the Malaysian Institute of Certied Public AUDIT COMMITTEE PRINCIPAL BANKERS She graduated with a Diploma in Business Administration Accountants since 1985 and a member of the Malaysian from Dorset Institute, United Kingdom in 1980 and has Institute of Accountants since 1988. Prior to joining Insas Y.A.M. Tengku Puteri Seri Kemala Pahang Afn Hwang Investment Bank Berhad been a Director of TAS Industries Sdn Bhd since 15 Berhad, Dato’ Wong had worked for Harun, Oh & Wong, a Tengku Hajjah Aishah bte Sultan Haji Alliance Bank Malaysia Berhad August 1990. TAS Industries Sdn Bhd is an investment member of Horwath International rm of public Ahmad Shah, DK(II), SIMP * AmBank (M) Berhad holding and property development company in Kuala accountants in Malaysia from 1981 to 1990 and Stoy Ms. Soon Li Yen Credit Suisse AG Lumpur. Y.A.M. Tengku Aishah is also the Independent Hayward London, Chartered Accountants from 1990 to Mr. Oh Seong Lye * Citibank N.A., Singapore Non-Executive Chairperson of Inari Amertron Berhad and 1991. Dato’ Wong is an Executive Director of Inari Hong Leong Bank Berhad Mieco Chipboard Berhad. Amertron Berhad, an Independent Non-Executive Malayan Banking Berhad Chairman of Yi-Lai Berhad, Executive Director of Ho Hup NOMINATION COMMITTEE OCBC Bank (Malaysia) Berhad Construction Company Berhad and Alternate Director to Public Bank Berhad She has no family relationship with any Director or major Y.A.M. Tengku Puteri Seri Kemala Pahang RHB Bank Berhad shareholder of Insas Berhad and has no conict of Dato’ Sri Thong Kok Khee in SYF Resources Berhad. Tengku Hajjah Aishah bte Sultan Haji RHB Islamic Bank Berhad interest with Insas Berhad. Ahmad Shah, DK(II), SIMP * United Overseas Bank (Malaysia) Berhad He has no family relationship with any Director or major Ms.