United Malacca Berhad 6th Floor, No. 61, Jalan Melaka Raya 8 Taman Melaka Raya, 75000 Melaka P.O.Box 117, 75720 Melaka Tel: 06-2823700 Fax: 06-2834599 E-Mail: [email protected] www.unitedmalacca.com.my (1319-V) Annual Report 2019 Annual Report United Malacca Berhad (1319-V) 2019 Table of Contents 2 Notice of Annual General Meeting 55 Corporate Governance 4 Statement Accompanying Overview Statement Notice of Annual General Meeting 63 Five Years’ Financial Statistics 5 Group Highlights 65 Group Titled Area Statement 6 Corporate Information 66 Five Years’ Plantation Statistics 7 Profile of Directors 67 Audit Committee Report 13 Profile of Chief Executive Officer 71 Other Information 14 Profile of Key Senior Management 72 Statement on Risk 17 Chairperson’s Statement Management and Internal Control 21 Penyata Pengerusi 81 Financial Statements 24 Corporate Structure 219 List of Properties Held 25 Management Discussion & Analysis 223 Analysis of Shareholdings 33 Sustainability Statement Form of Proxy United Malacca Berhad (1319-V) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the 105th Annual General Meeting of the Company will be held at the United Malacca Berhad Building , 6th Floor, No. 61, Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka on Friday, 23 August 2019 at 11.00 a.m. for the following businesses:- AGENDA ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 30 April 2019 and the Reports Please refer to of the Directors and Auditors thereon. Note 6 2. To approve the payment of Directors’ fees of the Company and its subsidiaries amounting to RM703,195 for the financial year ended 30 April 2019. (Refer to Note 7) [Resolution 1] 3. To approve the payment of Directors’ remuneration (excluding Directors’ fees) amounting to RM303,500 for the period from 25 August 2018 to 30 April 2019. (Refer to Note 8) [Resolution 2] 4. To re-elect Datin Paduka Tan Siok Choo, a Director retiring by rotation in accordance with Article 118 of the Company’s Constitution. [Resolution 3] 5. To re-appoint Messrs. Ernst & Young as Auditors of the Company for the financial year ending 30 April 2020 and to authorise the Board of Directors to determine their remuneration. [Resolution 4] SPECIAL BUSINESS To consider and, if thought fit, to pass the following resolutions with or without amendment as Ordinary Resolution and Special Resolution:- 6. ORDINARY RESOLUTION Continuing In Office as Independent Non-Executive Director by Tan Sri Dato’ Ahmad Bin Mohd Don “THAT approval be and is hereby given to Tan Sri Dato’ Ahmad Bin Mohd Don who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as Independent Non-Executive Director of the Company.” [Resolution 5] 7. ORDINARY RESOLUTION Continuing In Office as Independent Non-Executive Director by Mr. Tan Jiew Hoe “THAT approval be and is hereby given to Mr. Tan Jiew Hoe who has served as an Independent Non- Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as Independent Non-Executive Director of the Company.” [Resolution 6] 8. SPECIAL RESOLUTION Proposed Amendments to the Constitution of the Company “THAT approval be and is hereby given to alter and modify the existing Constitution of the Company, in the form and manner as set out in Appendix II of the Circular to Shareholders dated 1 August 2019 AND THAT the Directors of the Company be and are hereby authorised to do or procure to be done all such acts, deeds and things as are necessary and/or expedient in order to give full effect to the Proposed Amendments with full powers to assent to any conditions, modifications and/or amendments as may be required by any relevant authorities.” [Resolution 7] 9. To transact any other business of which due notice shall have been given. By Order of the Board Yong Yoke Hiong (MAICSA 7021707) Pang Poh Chen (MACS 01405) Company Secretaries Melaka Date: 1 August 2019 2 Annual Report 2019 Notice of Annual General Meeting (cont'd) NOTES: ended 30 April 2019 is based on the existing quantum of (1) A member of the Company entitled to attend and vote at Directors’ fees set out in the table below:- the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Directors’ fees* Since 2018 Company. A member shall not be entitled to appoint more Non-Executive Chairperson RM100,000 per annum than two (2) proxies to attend at the same meeting. Where a Non-Executive Director RM60,000 per annum member appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his holdings to *in relation to United Malacca Berhad be represented by each proxy. (8) Agenda 3 (2) The right of Foreign Depositors to vote in respect of their During the financial year ended 30 April 2019, the Company deposited securities with Bursa Malaysia Depository Sdn. had paid Directors’ remuneration (excluding Directors’ Bhd. is subject to Section 41(1)(e) and Section 41(2) of fees) for the period from 1 May 2018 until 24 August 2018 the Securities Industry (Central Depositories) Act, 1991 totalling RM105,500 having obtained prior shareholders’ and Securities Industry (Central Depositories)(Foreign approval. Ownership) Regulations, 1996. The position of Depositors Resolution 2 seeks shareholders’ approval to pay Directors’ in this regard will be determined based on The General remuneration (excluding Directors’ fees) totalling Meeting Record of Depositors. Depositors whose shares RM303,500 to the Non-Executive Chairperson and Non- exceed the prescribed limit as at the date of The General Executive Directors for the period from 25 August 2018 to Meeting Record of Depositors may attend the above 30 April 2019. Meeting but are not entitled to vote. Consequently, With the passing of Resolution 2, the total Directors’ a proxy appointed by a Depositor who is not entitled to remuneration (excluding Directors’ fees) for the financial vote will also not be entitled to vote at the above meeting. year ended 30 April 2019 covering 12 full months will be (3) The instrument appointing a proxy must be deposited at RM409,000. the Registered Office of the Company at United Malacca (9) Explanatory Note on Special Business Berhad Building, 6th Floor, No. 61, Jalan Melaka Raya 8, Ordinary Resolution Nos. 5 and 6 Taman Melaka Raya, 75000 Melaka not less than forty-eight hours before the time appointed for holding the Meeting or The Board of Directors via the Nomination and any adjournment thereof for the proxy to be valid. Remuneration Committee had conducted an annual performance evaluation and assessment of Tan Sri Dato’ (4) Only members whose names appear in the Register of Ahmad Bin Mohd Don and Mr. Tan Jiew Hoe, who have Members or registered in the General Meeting Record of served as Independent Non-Executive Directors for a Depositors on or before 5.00 p.m. on 15 August 2019 shall cumulative term of more than nine (9) years. The Board be eligible to attend the Annual General Meeting. is of the opinion that given the Company’s core business (5) Poll Voting in planting oil palms take 4 years to mature and 7 years Pursuant to Paragraph 8.29(A) of the Main Listing to reach prime yielding age, long-serving directors are Requirements of Bursa Malaysia Securities Berhad, all the appropriate for plantation companies where a long- Resolutions set out in this Notice will be put to vote by poll. term prospective is paramount. Therefore, the Board (6) Agenda 1 recommends to retain Tan Sri Dato’ Ahmad Bin Mohd The Audited Financial Statements for the financial year Don and Mr. Tan Jiew Hoe as Independent Non-Executive ended 30 April 2019 will be laid at the Company’s Annual Directors of the Company. General Meeting in accordance with Section 340(1)(a) Special Resolution No. 7 of the Companies Act, 2016. Therefore, Agenda 1 is for Special Resolution 7, if passed, will bring the Company’s presentation of the said Financial Statements together with Constitution in line with the Companies Act, 2016 and the accompanying Reports to shareholders for discussion the Main Market Listing Requirements of Bursa Malaysia only. Hence, no voting is required. Securities Berhad. The new Constitution will take effect (7) Agenda 2 once the special resolution is passed by a majority of not Section 230(1) of the Companies Act 2016 provides less than 75% of such members who are entitled to vote amongst others, that the fees of the Directors and any in person or by proxy at the 105th AGM. Please refer to benefits payable to the Directors of a listed company and its Circular to Shareholders dated 1 August 2019 for more subsidiaries shall be approved at a general meeting. information. The payment of Directors’ fees of the Company and its subsidiaries amounting to RM703,195 for the financial year 3 United Malacca Berhad (1319-V) STATEMENT ACCOMPANYING NOTICE OF 105TH ANNUAL GENERAL MEETING PURSUANT TO PARAGRAPH 8.27(2), APPENDIX 8A OF THE BURSA MALAYSIA SECURITIES BERHAD’S MAIN MARKET LISTING REQUIREMENTS PURSUANT TO PARAGRAPH 8.27(2), APPENDIX 8A OF THE BURSA MALAYSIA SECURITIES BERHAD’S MAIN MARKET LISTING REQUIREMENTS The Director who is standing for re-election is Datin Paduka Tan Siok Choo. She does not have any interest in shares, direct or indirect in the subsidiaries of United Malacca Berhad. Further details of Datin Paduka Tan Siok Choo can be found in the Profile of Directors on page 7 of this Annual Report.