2005 corporate diary diari korporat 2005 9 April/April Official Opening Ceremony of New Sales Office, Tiram by Mr. Mohd Talhar Bin Abdul Rahman, Chairman of JLand. Majlis Pembukaan Rasmi Pejabat Jualan, Tiram oleh En. Mohd Talhar Bin Abdul Rahman, Pengerusi JLand. 11 January/Januari 6 May/Mei Official Launching & Orientation Program of Exclusive Interview by Business Times Tunas Bistari 2005. JLand contributed with Mr. A.F.M Shafiqul Hafiz, Managing RM150,000 to the programmes. Director of JLand. Majlis Pelancaran & Perasmian Program Temuramah Eksklusif oleh Business Orientasi Tunas Bistari 2005. JLand telah Times bersama En. A.F.M Shafiqul Hafiz, menyumbang sebanyak RM150,000 Pengarah Urusan JLand. untuk program berkenaan. 21 April/April JLand participated in “Maulidur Rasul 2005” at Masjid Jamek, Pasir Gudang. JLand menyertai Majlis Maulidur Rasul 2005 di Masjid Jamek, Pasir Gudang. 26 January/Januari 24 May/Mei Pedoman Meeting was held at 25th The 30th Annual General Meeting and Floor, Menara Hall, KOMTAR Johor Bahru. Extraordinary General Meeting of JLand was held at Delima Room, Puteri Pan Majlis Pedoman diadakan di Tingkat 25, Pacific Hotel, Johor Bahru. Dewan Menara KOMTAR, Johor Bahru. Mesyuarat Agung Tahunan Kali ke 30 dan Mesyuarat Agung Luarbiasa JLand diadakan di Bilik Delima, Hotel Puteri Pan Pacific, Johor Bahru. 29 April/April Company Visit from Binaraya PKINK Sdn. Bhd. at Sales Office, Pasir Gudang. Lawatan Syarikat dari Binaraya PKINK Sdn. Bhd. di Pejabat Jualan, Pasir Gudang. 2 February/Februari 23 July/Julai Site Visit to Bandar Dato’ Onn by Board “Hari Mesra” JLand was held at Water of Director, JLand. City Resort, Malacca. Lawatan ke tapak bina Bandar Dato’ Onn Hari Mesra JLand diadakan di Water City oleh Ahli Lembaga Pengarah, JLand. Resort, Melaka. 40 Johor Land Berhad (12379-K) 2 August/Ogos 22 - 24 November/November Exclusive Interview by The Edge with National ICC Convention was held at Mr. A.F.M Shafiqul Hafiz, Managing Istana Hotel, Kuala Lumpur (Merger Dot Director of JLand. Com, X-Best and Get-Max Group won the Temuramah Eksklusif oleh The Edge best top ten group. Dahlia and Osmosis bersama En. A.F.M Shafiqul Hafiz, Group won 3 star award). Pengarah Urusan JLand. Konvensyen ICC Kebangsaan diadakan di Hotel Istana, Kuala Lumpur (Kumpulan Merger Dot Com, X-Best dan Get-Max 26 August/Ogos memenangi antara sepuluh kumpulan JLand donated the sum of RM120,000 to terbaik. Kumpulan Dahlia dan Osmosis an orphanage home, Darul Hanan in memperolehi Anugerah 3 Bintang). Pasir Gudang. JLand menyumbang sejumlah RM120,000 kepada rumah anak-anak yatim Darul Hanan di Pasir Gudang. 20 -21 August/Ogos Bandar Dato’ Onn Carnival was held at Kompleks Nusa Mutiara, Tebrau Johor Bahru. Karnival Bandar Dato’ Onn diadakan di Kompleks Nusa Mutiara, Tebrau, Johor Bahru. 28 November/November - 14 September/September 2 December/Disember JLand organised an Analyst Briefing to Preferred Analyst. “Hari MEKAR”, Johor Corporation Group was held at ESSET, Bangi, Selangor. JLand mengadakan “Analyst Briefing” (JLand was declared as the Overall untuk Juruanalisa Terpilih. Winner in 2005, for the sixth consecutive year). Hari MEKAR, Kumpulan Johor Corporation diadakan di ESSET, Bangi, Selangor. (JLand telah diumumkan sebagai Pemenang Keseluruhan bagi 23 August/Ogos tahun 2005, untuk tahun ke enam Official Naming Ceremony of Bandar berturut-turut). Dato’ Onn by Y.B. Dato’ Sri Hishammuddin Tun Hussein, Minister of Education. Majlis Perasmian Penamaan Bandar Dato’ Onn oleh Y.B. Dato’ Sri Hishammuddin Tun Hussein, Menteri Pelajaran Malaysia. 26 - 27 October/Oktober The 2005 ICC Convention JLand was held at Dewan Menara, Komtar. Konvensyen ICC JLand 2005 diadakan di Dewan Menara, Komtar. Laporan Tahunan 41 2005 Annual Report audit committee report Audit Committee Terms of Reference The Audit Committee was established on September 2, 1996 to act as a Committee for the Board of Directors. Composition of Members Members Attendance Feb 16 May 17 August 18 November 16 Mahlil Bin Omar ✓✓✓✓ (Chairman/Independent Non Executive Director) Kua Hwee Sim ✓✓✓✓ (Independent Non Executive Director) Azizah Binti Abdul Rahman (appointed on June 1, 2005) ✕✕✓✓ (Non Independent Non Executive Director) Syed Aziz Bin Othman (demised on April 21, 2005) ✓✕✕✕ (Non Independent Non Executive Director) Objectives The objectives of the Audit Committee are:- (a) To ensure compliance with Paragraph 15, Part C of the Bursa Malaysia Securities Berhad Listing Requirements. (b) To ensure the independence of the External Auditors, the integrity of management, and the adequacy of disclosures to shareholders. (c) To assist the Board of Directors in fulfilling its fiduciary responsibilities by ensuring that the results of internal and external audit findings are fully considered and properly resolved. Composition The Board shall elect an Audit Committee, comprising not fewer than three members of whom the majority must be Independent Directors. The Chairman of the Committee shall be appointed by the Board. Meetings of the Audit Committee 1. The Audit Committee is to meet not less than four times a year. 2. The quorum for each meeting shall be two members of the Audit Committee both of whom shall be Independent Directors. 3. The Committee may regulate its own procedures in respect of the convening of meetings, the notice to be given of such meetings, the voting and proceedings thereof, the keeping of minutes and the custody, production and inspection of such minutes. 4. The Chairman of the Committee shall submit a report of each meeting to the Board. 5. The Managing Director, the Group Financial Controller and the Head of Audit attended all meetings. Other members of senior management attended some of the meetings upon invitation of the Audit Committee. The Company Secretary is the Secretary to the Committee. 6. During the financial year ended December 31, 2005 the Audit Committee held a total of 4 meetings. The details of attendance of the Committee Members are as per table above. 42 Johor Land Berhad (12379-K) Authority (h) Any related party transactions and conflict of interest situation that may arise, including any transactions, The Committee is authorised by the Board:- procedures or course of conduct that raise question of (a) To investigate any matter within its terms of reference; management integrity. (b) To have the resources which are required to perform its (i) The assistance given by the employees to the External duties; Auditors. (c) To have full and unrestricted access to any information (j) Any such other functions as may be agreed to by the pertaining to the listed issuer; Committee and the Board. (d) To have direct communication channels with the external auditors and person(s) carrying out the internal Summary of Activities audit function or activity (if any); The Committee has during the financial year ended (e) To be able to obtain independent professional or other December 31, 2005 discharged the following functions:- advice; (a) Reviewed the unaudited quarterly results and financial (f) To be able to convene meetings with the External statements of the Company and its subsidiaries. Auditors, excluding the attendance of the executive members of the Committee, whenever deemed (b) Reviewed the financial statements of the Group and necessary. Company for the financial year ended December 31, 2005 with the External Auditors and discussed before it was approved by the Board. Functions (c) Reviewed and endorsed the Audit Plan of the Group for Pursuant to Para 15.13 of the Bursa Malaysia Securities the financial year ended December 31, 2005. Berhad Listing Requirements, the Committee amongst others, (d) Deliberated Audit Report on audit assignments. shall review, appraise and report to the Board on:- (e) Reviewed and discussed recent developments on (a) The appointment of the External Auditors, their audit accounting and auditing standards issued by the fees and in the event of their resignation or dismissal Malaysian Accounting Standards Board. with full explanatory statements. (f) Reviewed the related party transactions entered into by (b) The adequacy of the scope, functions and resources of the Company and JCorp Group of Companies. the internal audit function and results of the internal audit procedures. (g) Met with the External Auditors without the presence of the Management, pursuant to the Best Practices of (c) The quality and effectiveness of the entire accounting Malaysian Code of Corporate Governance. and internal control system of the Group. (d) The adequacy of the audit effort by both the External and Internal Auditors. Internal Audit Function (e) The adequacy of the disclosures of information essential The Internal Auditors of the Company are independent to to give a true and fair presentation of the financial perform all the planned activities with impartiality, proficiency affairs of the Group. and due professional care. The Internal Auditors will report directly to the Audit Committee. In carrying out the scope of (f) Any material discoveries of adjustments made by the their duties, the Audit Committee updated the Board from External or Internal Auditors. time to time on the issues and concerns discussed during the Audit Committee Meetings including those revised by the (g) The quarterly results and yearly financial statements, External Auditors and where appropriate, made the necessary prior to the approval by the Board, focusing particularly recommendations to the Board. on:- i. Changes in major accounting policies and their implementation