1597 IGB Annualreport 2005-12-31 IGB
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Contents Notice of Annual General Meeting 002 - 004 Statement of Internal Control 030 Statement accompanying Notice of Analysis of Shareholdings/Irredeemable Annual General Meeting 005 Convertible Preference Share 2002/2007 Holdings 031 - 033 Corporate Information 006 List of Properties 034 - 036 Profile of the Board of Directors 007 - 010 Five-Year Group Financial Highlights 037 Chairman’s Statement 011 - 012 Reports and Financial Statements 038 - 102 Review of Operations 013 - 016 Proxy Form Audit Committee Report 017 - 020 Statement on Corporate Governance 021 - 029 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Forty-Second Annual General Meeting of IGB Corporation Berhad will be held at Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur on Wednesday, 31 May 2006 at 3.00 p.m. for the transaction of the following businesses: AGENDA AS ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the year ended 31 December 2005 and the Reports of the Directors and Auditors thereon. Resolution 1 2. To sanction the declaration and payment of a final dividend of 2.5% less tax and 2.5% tax exempt for the financial year ended 31 December 2005. Resolution 2 3. To re-elect the following Directors who retire in accordance with Article 85 of the Company’s Articles of Association: (a) Tan Boon Seng Resolution 3 (b) Pauline Tan Suat Ming Resolution 4 (c) Datuk Abdul Habib bin Mansur Resolution 5 4. To re-elect Harun bin Hashim Mohd who retires in accordance with Article 89 of the Company’s Articles of Association. Resolution 6 5. To re-appoint Messrs PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix their remuneration. Resolution 7 002 AS SPECIAL BUSINESS 6. To consider and if thought fit, pass the following resolution in accordance with Section 129 of the Companies Act, 1965: “THAT, Tan Sri Dato’ Seri Khalid Ahmad bin Sulaiman, who retires in accordance with Section 129(2) of the Companies Act, 1965 (“Act”), be and is hereby re-appointed as a Director of the Company in accordance with Section 129(6) of the Act, to hold office until the next Annual General Meeting.” Resolution 8 7. To consider and if thought fit, pass the following as ordinary resolutions: (a) Authority to Directors to issue shares THAT, subject to the Companies Act, 1965 (“Act”), the Articles of Association of the Company and approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Act to allot and issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed 10% of the issued and paid-up share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval of Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and that such authority shall commence immediately upon passing of this resolution and shall continue in force until the conclusion of the next Annual General Meeting of the Company. Resolution 9 (b) Proposed Renewal of Share Buy-Back Authority 2005 THAT, subject to the Companies Act, 1965 (“Act”), the provisions of the Company’s Memorandum and Articles of Association and the requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, and other relevant approvals, the Company be Annual Report and is hereby authorised to purchase its ordinary shares of RM0.50 each (“IGB Shares”) on the market of Bursa Securities at any time upon such terms and conditions as the Directors in their (5745-A) absolute discretion deem fit and expedient in the interest of the Company provided that: (i) the aggregate number of IGB Shares purchased does not exceed 10% of the issued and paid-up ordinary share capital of the Company at the time of purchase; CORPORATION BERHAD CORPORATION IGB IGB CORPORATION BERHAD CORPORATION Notice of Annual General Meeting (cont’d) (5745-A) Annual Report (ii) the amount allocated for the purchase of IGB Shares shall not exceed the retained profits 2005 and share premium account of the Company based on the audited financial statements for the year ended 31 December 2005; and (iii) the IGB Shares purchased are proposed to be cancelled and/or retained as treasury shares which may be distributed as dividends, resold on Bursa Securities and/or cancelled. AND THAT such authority shall commence immediately upon passing of this ordinary resolution until: (i) the conclusion of the next Annual General Meeting of the Company, at which time it will lapse, unless by a resolution passed at that meeting, the authority is renewed; (ii) the expiration of the period within which the next Annual General Meeting of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (iii) revoked or varied by a resolution passed by shareholders in a general meeting, whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Securities or any other relevant authorities. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give full effect to the Proposed Renewal of Share Buy-Back Authority. Resolution 10 (c) Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a revenue or trading nature 003 THAT, approval be and is hereby given to the Company and its subsidiaries (the “Group”) to enter into and give effect to specified recurrent transactions of a revenue or trading nature and with specified classes of related parties as stated in Section 2.2.2 of the Circular to Shareholders dated 28 April 2006, which are necessary for the Group’s day-to-day operations subject to the following: (i) the transactions are in the ordinary course of business and are on terms not more favourable to the related parties than those generally available to the public where applicable and are not to the detriment of the minority shareholders; and (ii) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year and such approval shall continue to be in force until: (a) the conclusion of the next Annual General Meeting of the Company, at which time it will lapse, unless by a resolution passed at that meeting, the authority is renewed; (b) the expiration of the period within which the next Annual General Meeting of the Company is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by a resolution passed by shareholders in a general meeting, whichever is earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give full effect to the transactions contemplated and/or authorised by this resolution. Resolution 11 By Order of the Board Tina Chan Company Secretary MAICSA 7001659 Kuala Lumpur 28 April 2006 Notice of Annual General Meeting (cont’d) Notes: 1. Appointment of Proxy A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Act shall not apply to the Company. To be valid, the proxy form duly completed must be deposited at the Registered Office of the Company at Penthouse, Menara IGB, No.1, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time for holding the meeting. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of Section 149(1)(c) of the Act are complied with. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless the member specifies the proportions of holdings to be represented by each proxy. If the appointer is a corporation, the proxy form must be executed under its common seal or under the hand of its attorney. 2. Closure of Register The Register of Members will be closed on 15 June 2006 for purpose of preparing warrants for the final dividend which, if approved, will be paid on 14 July 2006 to every member who is entitled to receive the dividend as at 4.00 p.m. on 14 June 2006. 3. Re-election or re-appointment of Directors Details of Directors who are standing for re-election or re-appointment are set out in the Profile of the Board of Directors. 004 4. Explanatory notes on Special Business: Resolution 8 – Re-appointment of Director in accordance with Section 129(6) of the Act The re-appointment of Tan Sri Dato’ Seri Khalid Ahmad bin Sulaiman, a person over the age of 70 years as Director of the Company to hold office until the conclusion of the next annual general meeting of the Company shall take effect if the proposed Resolution 8 has been passed by a majority of not less than three-fourths (3/4) of such members as being entited to vote in person or, where proxies are allowed, by proxy, at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given.