Enhancing Value Success Through Precision
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TRADEWINDS ANNUAL REPORT 2011 Enhancing Value plantation Success Through Precision BERHAD (650234-A) TRADEWINDS plantation BERHAD (650234-A) Level 9, Menara HLA, No. 3, Jalan Kia Peng, 50450 Kuala Lumpur Tel : (603) 2177 9999 Fax : (603) 2161 1701 www.tpb.com.my ANNUAL REPORT ANNUAL REPORT 2011 As a leading entity in the plantation industry, Tradewinds Plantation continues to make its mark, integrating our strong industrial strength and expertise to create distinctive value whilst capitalising on the boundless opportunities and handling challenges that come our way. “Enhancing Value: Success Through Precision” reflects our expanding capabilities into different ventures that has catalysed our growth and sustained our forward momentum in both local and regional markets. The imagery of the hand stitching motion illustrates our hands-on approach, infinite passion and utmost dedication while possessing an eye for detail as we meticulously craft value and strive for excellence in all that we set out to do. We at Tradewinds Plantation, are constantly enhancing value and attaining success through precision. SUCCESS THROUGH PRECISION Tradewinds Plantation Berhad Annual Report 2011 2 8th Annual General Meeting Nirwana Ballroom 1 Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur Jalan Sultan Ismail 30 50250 Kuala Lumpur on Thursday, 21 June 2012 Chairman’s at 10.00 a.m. STATEMENT 38 BUSINESS REVIEW BY CHIEF EXECUTIVE OFFICER 3 Annual Report 2011 Tradewinds Plantation Berhad STATUTORY REPORTING CORPORATE GOVERNANCE OTHER INFORMATION 6 Notice of Annual General Meeting 52 Statement on Corporate 185 Plantation Review 9 Statement Accompanying Notice of Governance 186 Location of the Group Estates and Annual General Meeting 60 Statement on Internal Control Palm Oil Mills 10 Group Financial Highlights 62 Audit Committee Report 188 Location of Mardec’s Rubber 66 Additional Compliance Information Processing Factories 190 Material Properties of Tradewinds CORPORATE INFORMATION Plantation Berhad Group CORPORATE SOCIAL 201 Analysis of Shareholdings 14 Financial Calendar RESPONSIBILITY 205 Analysis of Irredeemable Convertible 15 Group Half-Yearly Results Unsecured Loan Stocks (ICULS) 16 Corporate Information 72 Corporate Social Responsibility 208 Directory of Group Operation 18 Board of Directors’ Profile 76 Safety, Health, Environment and • Proxy Form 21 Chief Executive Officer’s Profile Quality 22 Management Team 78 TPB’s Media Highlights 26 Corporate Structure FINANCIAL STATEMENTS PERFORMANCE REVIEW 80 Financial Statements 30 Chairman’s Statement 38 Business Review by Chief Executive Officer Tradewinds Plantation Berhad Annual Report 2011 4 THE GROUP’S REVENUE FOR THE FY 2011 SOARED TO RM1.7 BILLION, THE HIGHEST LEVEL ACHIEVED TO Date, compareD TO RM909.1 MILLION POSTED IN THE PRECEDING YEAR, partly DUE TO THE INCLUSION OF MARDEC’S REVENUE. 5 Annual Report 2011 Tradewinds Plantation Berhad Tradewinds Plantation Berhad Annual Report 2011 6 NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of Tradewinds Plantation Berhad will be held at Nirwana Ballroom 1, Lower Lobby, Crowne Plaza Mutiara Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on Thursday, 21 June 2012 at 10.00 a.m. for the following purposes:- As Ordinary Business, to consider and if thought fit to pass the 7. As Special Business, to consider and if thought fit to pass following resolutions: the following as Ordinary Resolutions: PROPOSED SHAREHOLDERS’ MANDATES FOR TRADEWINDS ORDINARY RESOLUTIONS PLANTATION BERHAD AND ITS SUBSIDIARY COMPANIES (COLLECTIVELY, THE “GROUP COMPANIES”) TO ENTER 1. To receive the Audited Financial Statements for the financial INTO RECURRENT RELATED PARTY TRANSACTIONS OF A year ended 31 December 2011 together with the Reports of REVENUE OR TRADING NATURE SPECIFIED IN THE CIRCULAR the Directors and Auditors thereon. TO SHAREHOLDERS DATED 29 MAY 2012 (THE “CIRCULAR”) Please refer to Note A PROPOSED CATEGORY A MANDATE RESOLUTION 6 2. To declare a Final Dividend of 5% per ordinary share less 25% income tax and a Special Dividend of 5% per ordinary “THAT approval be and is hereby given for the Group Companies share less 25% income tax for the financial year ended to enter into the recurrent related party transactions of a revenue 31 December 2011. or trading nature specified and set out in Section 3.2 of the Circular RESOLUTION 1 (the “Category A Mandate”) provided that such transactions are (i) in the ordinary course of business and necessary for day- 3. To approve the payment of Directors’ fees for the financial to-day operations of the Group Companies and (ii) on normal year ended 31 December 2011. commercial terms which are not more favourable to the related RESOLUTION 2 parties than those generally available to the public, and are not to the detriment of the minority shareholders of the Company 4. To re-elect Mr Ooi Teik Huat as Director of the Company AND THAT unless revoked or varied by the resolutions of the who is required to retire from office pursuant to Article 105 shareholders of the Company in general meeting, the Category A of the Company’s Articles of Association. Mandate shall continue to be in force until the conclusion of the RESOLUTION 3 next Annual General Meeting of the Company or the expiration of the period within which the next Annual General Meeting is 5. To re-appoint Dato’ Wira Syed Abdul Jabbar bin Syed required to be held pursuant to Section 143(1) of the Act (but Hassan, a director whose office shall become vacant at the shall not extend to such extensions as may be allowed pursuant conclusion of this Annual General Meeting pursuant to to Section 143(2) of the Act) whichever is the earlier. Section 129(2) of the Companies Act, 1965 (the ‘Act’) as Director of the Company pursuant to Section 129(6) of the AND FURTHER THAT the Group Companies be and are hereby Act, to hold office until the conclusion of the next Annual authorised to enter into and execute all such agreements, General Meeting. instruments, documents and deeds and to do all acts, deeds and RESOLUTION 4 things necessary, expedient or advisable for and in respect of the Category A Mandate and the transactions contemplated and/or 6. To re-appoint Messrs Deloitte KassimChan as Auditors of authorised by the Category A Mandate. the Company for the ensuing year and to authorise the Directors to fix their remuneration. RESOLUTION 5 7 Annual Report 2011 Tradewinds Plantation Berhad PROPOSED CATEGORY B MANDATE RESOLUTION 7 NOTICE OF BOOK CLOSURE AND NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT “THAT approval be and is hereby given for the Group Companies to enter into the recurrent related party transactions of a revenue NOTICE IS HEREBY GIVEN that a Final Dividend of 5% per ordinary or trading nature specified and set out in Section 4.2 of the Circular share less 25% Income Tax and a Special Dividend of 5% per (the “Category B Mandate”) provided that such transactions ordinary share less 25% income tax in respect of the financial are (i) in the ordinary course of business and necessary for day- year ended 31 December 2011 if approved by the shareholders to-day operations of the Group Companies and (ii) on normal at the forthcoming Annual General Meeting, will be paid on commercial terms which are not more favourable to the related 26 July 2012 to the shareholders whose names appear on the parties than those generally available to the public, and are not Company’s Register of Depositors on 11 July 2012. to the detriment of the minority shareholders of the Company AND THAT unless revoked or varied by the resolutions of the A Depositor shall qualify for entitlement to the dividends only in shareholders of the Company in general meeting, the Category B respect of: Mandate shall continue to be in force until the conclusion of the next Annual General Meeting of the Company or the expiration a) Shares transferred into the Depositor’s Securities Account of the period within which the next Annual General Meeting is before 4.00 p.m. on 11 July 2012 in respect of ordinary required to be held pursuant to Section 143(1) of the Act (but transfers; shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act) whichever is the earlier. b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa AND FURTHER THAT the Group Companies be and are hereby Malaysia Securities Berhad. authorised to enter into and execute all such agreements, instruments, documents and deeds to do all acts, deeds and things necessary, expedient or advisable for and in respect of the By Order of the Board Category B Mandate and the transactions contemplated and/or authorised by the Category B Mandate. ZAINAL RASHID BIN AB RAHMAN (LS 007008) Company Secretary 8. To transact any other ordinary business for which due notice Kuala Lumpur shall have been given in accordance with the Act. 29 May 2012 NOTICE OF ANNUAL GENERAL MEETING Tradewinds Plantation Berhad Annual Report 2011 8 Note A: 5. In the case of a corporate member, the corporation may by resolution of its directors or other governing body, if it This agenda item is meant for discussion only as the provision of is a Member of the Company, authorise such person as it Section 169(1) of the Act does not require a formal approval of thinks fit to act as its representative either at a particular the shareholders and hence is not put forward for voting. meeting or at all meetings of the Company or of any class of Members, and a person so authorised shall in accordance Notes: with his authority and until his authority is revoked by the corporation be entitled to exercise it as if it were an 1.