WTK Annual Report 2017.Pdf
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2 Corporate Information 42 Audit Committee Report 3 Directors’ Profile 45 Statement on Risk Management and Internal Control 11 Profile of Key Senior Management 49 Statement of Directors’ 13 Corporate Structure Responsibility 14 Management Discussion 50 Financial Statements and Analysis 166 List of Properties 25 Financial Highlights 169 Statistic of Shareholdings 26 Sustainability Statement 172 Notice of Annual General Meeting 34 Corporate Governance Overview Statement Form of Proxy CORPORATE INFORMATION BOARD OF DIRECTORS COMPANY SECRETARIES Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) Mr. David Ting Kah Soon Independent Non-Executive Director / Chairman (MIA 13844) Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Ms. Tan Mee Lian Salahuddin Abdul Aziz Shah Al-Haj (MAICSA 0869665) Non-Independent Non-Executive Director / Deputy Chairman REGISTERED OFFICE Dato’ Sri Patrick Wong Haw Yeong Lot No. 25(AB) Managing Director 25th Floor, UBN Tower No. 10, Jalan P. Ramlee Mr. Wong Kie Chie 50250 Kuala Lumpur, Malaysia Non-Independent Non-Executive Director Tel: 03 - 2078 8110 Fax: 03 - 2078 7718 Ms. Tham Sau Kien Website: www.wtkholdings.com Independent Non-Executive Director AUDITORS Ms. Ting Soon Eng Non-Independent Non-Executive Director Deloitte PLT Chartered Accountants Dr. Loh Leong Hua 3rd Floor, Sublot 6, Independent Non-Executive Director Block E, Queen’s Court, Jalan Wan Alwi 93350 Kuching, Sarawak, Malaysia Mr. Alfian Bin Mohamed Basir Tel: 082-463 311 Non-Independent Non-Executive Director Fax: 082-463 312 AUDIT COMMITTEE SHARE REGISTRAR Ms. Tham Sau Kien (Chairman) Symphony Share Registrars Sdn Bhd Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) Level 6, Symphony House Mr. Alfian Bin Mohamed Basir Pusat Dagangan Dana 1 Jalan PJU 1A/46 REMUNERATION COMMITTEE 47301 Petaling Jaya Selangor Darul Ehsan, Malaysia Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) Tel: 03-7841 8000 / 03-7849 0777 (Chairman) Fax: 03-7841 8151 / 03-7841 8152 Ms. Tham Sau Kien Ms. Ting Soon Eng PRINCIPAL BANKERS NOMINATION COMMITTEE Affin Bank Berhad AmBank (M) Berhad Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) Bank of China (Malaysia) Berhad (Chairman) Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad Ms. Tham Sau Kien Hong Leong Islamic Bank Berhad Ms. Ting Soon Eng OCBC Bank (Malaysia) Berhad RHB Bank Berhad BOARD RISK MANAGEMENT COMMITTEE United Overseas Bank (Malaysia) Berhad Ms. Ting Soon Eng (Chairman) STOCK EXCHANGE LISTING Ms. Tham Sau Kien Dr. Loh Leong Hua Main Market of Bursa Malaysia Securities Berhad Listed on 2 May 1972 CHIEF FINANCIAL OFFICER Stock Code: 4243 Stock Name: WTK Mr. David Ting Kah Soon Sector: Industrial Product PLACE AND DATE OF INCORPORATION AND DOMICILE Incorporated in Malaysia on 25 November 1970 2 W T K HOLDINGS BERHAD (10141-M) ANNUAL REPORT 2017 Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd), Malaysian, male, age LT. GENERAL 79, was appointed as an Independent Non-Executive Director of W T K Holdings Berhad ("WTK" or "Company") on 22 May 1996. He is the Chairman of the Board DATUK SERI of Directors of WTK. He is also the Chairman of the Remuneration Committee and Nomination Committee and a member of the Audit Committee of the Company. PANGLIMA He is a graduate of the Royal Military College, Malaysia, the US Army Command ABDUL and General Staff College in Fort Leavenworth, Kansas, the Naval Post Graduate MANAP School in Monterey, California and the US Army War College, Carlisle Barracks, Pennsylvania, USA. He retired in 1994 as a Deputy Chief of Army from the IBRAHIM (rtd) Malaysian Armed Forces after serving thirty-four (34) years in the military. He presently also sits on the Board of ACB Resources Berhad as an Independent Non-Executive Director. Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) does not have any interest in the securities of WTK or its subsidiaries. He does not have any family relationship with any Director and/or substantial shareholder of the Company and there is no business arrangement with the Company in which he has a personal interest. He has had no conviction for any offences throughout his life including within the past five (5) years. There were no public sanctions or penalties imposed on him by any relevant regulatory bodies during the financial year. Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) has attended all the five (5) Board of Directors meetings and all the six (6) Audit Committee meetings held during the financial year. W T K HOLDINGS BERHAD (10141-M) ANNUAL REPORT 2017 3 DIRECTORS' PROFILE (cont'd) Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Y.A.M. Aziz Shah Al-Haj, Malaysian, age 68, was appointed as a Non-Independent Non-Executive Director of the Company on 1 March 2018. He is the Deputy TENGKU Chairman of the Board of Directors of the Company. SULAIMAN After completing Wellingborough Primary & Secondary School at Northamptonshire, UK and at Greylands College Bembridge, Isle of Wright, SHAH Y.A.M. Tengku Sulaiman Shah started his career with an advertising company AL-HAJ IBNI called Ogilvy & Mather. Subsequently, he formed Syarikat Pembinaan Setia Sdn Bhd which is now known as SP Setia Berhad, a public company listed in ALMARHUM the Main Board of Bursa Malaysia Securities Berhad. In 1997, he relinquished his position in SP Setia Berhad. SULTAN Y.A.M. Tengku Sulaiman Shah was also appointed as the Chief of Ceremony SALAHUDDIN for the State of Selangor by his late father H.R.H., The Sultan of Selangor in 1978 which carries the title “Y.A.M. Tengku Panglima DiRaja Selangor”. He is ABDUL AZIZ also a member of The Council of the Royal Court of Selangor (Dewan DiRaja). In 2016, Y.A.M. Tengku Sulaiman Shah was appointed as the Tengku SHAH Laksamana of Selangor by his brother H.R.H., The Sultan of Selangor. AL-HAJ Y.A.M. Tengku Sulaiman Shah is currently the Non-Executive Chairman and Independent Director of Goodway Integrated Industries Berhad. He is also a Director of LLC Berhad. He was formerly a director of Malaysian Resources Corporation Berhad, MCB Holdings Berhad, SIME UEP, Bina Goodyear Berhad, Baneng Holdings Berhad, KFC Holdings (Malaysia) Berhad and QSR Brands Bhd. Y.A.M. Tengku Sulaiman Shah does not have any interest in the securities of WTK or its subsidiaries. He does not have any family relationship with any Director and/or substantial shareholder of the Company and there is no business arrangement with the Company in which he has a personal interest. He has had no conviction for any offences throughout his life including within the past five (5) years. There were no public sanctions or penalties imposed on him by any relevant regulatory bodies during the financial year. 4 W T K HOLDINGS BERHAD (10141-M) ANNUAL REPORT 2017 DIRECTORS' PROFILE (cont'd) Dato’ Sri Patrick Wong Haw Yeong, Malaysian, male, age 48, was appointed as DATO’ SRI a Non-Executive Director of the Company on 10 January 2005. On 1 March PATRICK 2013, he was appointed as the Managing Director of the Company. Dato’ Sri Patrick Wong Haw Yeong, a Bachelor of Business Administration from WONG HAW the United Kingdom. Upon graduation in 1993, Dato’ Sri Patrick Wong Haw Yeong joined WTK family-owned group of companies in Sarawak and has been YEONG involved in the timber sector, namely the marketing of logs and plywood. Prior to his appointment as Managing Director, he oversees and is fully in-charge of the marketing of plywood sector of WTK Group. His shareholdings in the shares of WTK as at 23 March 2018 are as follows: DIRECT % INDIRECT % W T K Holdings 1,000,000 0.21 Nil Nil Berhad Dato’ Sri Patrick Wong Haw Yeong is the son of Pemanca Datuk Wong Kie Yik, a substantial shareholder of the Company. He is also the nephew of late Datuk Wong Kie Nai, a substantial shareholder of the Company and Mr. Wong Kie Chie, a Non-Executive Director and a substantial shareholder of the Company. He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note 35 to the financial statements. He has had no conviction for any offences within the past five (5) years. There were no public sanctions or penalties imposed on him by any relevant regulatory bodies during the financial year. Dato’ Sri Patrick Wong Haw Yeong has attended all the five (5) Board of Directors meetings held during the financial year. W T K HOLDINGS BERHAD (10141-M) ANNUAL REPORT 2017 5 DIRECTORS' PROFILE (cont'd) Mr. Wong Kie Chie, Malaysian, male, age 70, was appointed as a Non-Executive WONG KIE Director of the Company on 3 February 1998. CHIE Mr. Wong Kie Chie holds a Bachelor Degree in Chemistry from the University of New South Wales, Australia. His shareholdings in the shares of WTK as at 23 March 2018 are as follows: DIRECT % INDIRECT % W T K Holdings 13,117,524 2.75 146,860,406 30.76 Berhad By virtue of his interest (direct or otherwise) in the shares of WTK, he is deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest. Mr. Wong Kie Chie is a brother of Pemanca Datuk Wong Kie Yik, a substantial shareholder of the Company. He is also the brother of late Datuk Wong Kie Nai, a substantial shareholder of the Company and an uncle of Dato’ Sri Patrick Wong Haw Yeong, the Managing Director of the Company. He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note 35 to the financial statements.