ANNUAL REPORT 2005 11

specify that an Audit Committee shall REPORT COMMITTEE

ed in Part 1 of the 1st Schedule of the Accountants Act 1967; or ed in Part 1 of the 1st Schedule of the Accountants must have passed the examinations specifi standards and required disclosure policies developed and administered authorities. accounting standards/regulatory approved by the Bursa Malaysia and line other a and process audit the in 2. rein free given are they that ensuring auditors, the of independence the reinforce of communication and forum for discussion that is independent of Management. transparency corporate of standards high encourage to commitments 3. Malaysia’s Bursa with consistency ensure with the Malaysian Code on Corporate Governance. and disclosure 4. endeavour to adopt certain practices to shareholders. accountability to all the Company’s maintain standards of of the Audit Committee. be the Secretary shall Company Secretary Park May Berhad’s corporate responsibility, integrity and c. of the Accountants Act 1967; or by exchange. as prescribed such other requirements Fulfills The members of the Audit Committee shall elect from amongst themselves a Chairman who is an Members of the Audit independent Committee including the Chairman shall non-executive only director. hold office as long as of the Company. they serve as Directors as a member of the Audit Committee. An alternate shall not be appointed Director Any member of the Audit Committee, which relinquish his membership with prior written notice to the Company Company. of the and may continue to serve as a Director Secretary Any vacancy in the Audit Committee, which results in a contravention of composition the of the Bursa Audit Malaysia’s Committee, Listing must be rules filled on within three months. The Nomination Committee will review to fill the vacancy. another director to the Board, and recommend OBJECTIVES to: The Audit Committee was established by the Board financial specified with complied have Company the 1. of directors the that shareholders the to assurance provide ii. must be a member of one of the associations of accountants specified in Part 11 of the 1st Scheduled The Malaysian Code on Corporate Governance and the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia) be established by the Board of Directors from amongst their numbers via a Directors’ following: include the The requirements resolution. 1. 3 members; shall comprise no fewer than The Audit Committee 2. directors; the Audit Committee shall be independent A majority of 3. additional requirements; member must also fulfill the following At least one a. be a member of the Malaysian Institute of Accountants (“MIA”); or Must b. have at least 3 years working experience and If not a member of MIA, must i. AUDIT ANNUAL REPORT 2005 12 PARTICULARS OFOTHERDIRECTORSHIPS Mr ChongYoon Fatt,isamemberoftheMalaysianInstituteAccountants. Non-Executive (appointed w.e.f 23/04/03) Mr ChongYoon Fattdoesnotholdanyotherdirectorships ofpubliccompanies. 4. Island&PeninsularBerhad 3. CementIndustriesofMalaysiaBerhad 2. KesasHoldingBerhad 1. MentakabRubberCompany(Malaya)Berhad En ZainalAbidinJamal 5. HoHupConstructionCompanyBerhad 4. MalaysiaPackagingIndustryBerhad 3. AxisSystemHoldingsLtd 2. PharmaniagaBerhad 1. BankPertanianMalaysiaBerhad YBhg DatukSulaimanDaud Mr ChongYoon Fatt En ZainalAbidinJamal YBhg DatukSulaimanDaud were asfollows: The members of the Audit Committee in the twelve months of 31 December 2005, and their attendance at meetings MEMBERS, DETAILS OFMEETINGSANDATTENDANCE apitdwef2/00) Non- (appointed w.e.f 23/10/01) Non-Executive (appointed w.e.f 23/10/01) ae Name

SeniorIndependent Non Independent einto 2/20 2/40 1/50 2/80 2/80 24/11/0 24/08/05 22/08/05 16/05/05 26/04/06 24/02/05 Designation - ietr Director Director Director Independent Executive

Audit

Committee Rep ort 5 ANNUAL REPORT 2005 13

ed by the Board of Directors: ed by the Board ort Rep Committee

To review To the assistance and cooperation rendered by the Company’s Officers to the external and internal audit function as well as considering major findings of internal investigations and the management response thereto; findings of internalmajor as considering function as well audit response management and the investigations

and any other companies within the Group; • Have explicit authority to investigate any matter within its terms of reference; • Have direct communication channels with the external auditor and person(s) carrying out the internal audit function; experience relevant with outsiders invite to and advice • other or Professional independent obtain to right the Have and to brief the Committee thereof; to attend the Committee meetings (if required) whenever members, • Committee Audit executive non and auditor external the with meetings convene to able Be deemed necessary; • Company the of Employees and Directors other by meeting Committee Audit particular any of attendance The meeting. and specific to the relevant invitation and discretion shall be at the Committee’s external auditor and the review of the is to discuss audit The management committee responses. also, in the absence of necessary, Management, where plan, audit report, external auditor’s management letter on interim and final audit and other matters; and reservations problems and • auditors, internal of dismissal or resignation appointment, the including Function, Audit Internal the oversee To internal the of performance the reviewing and scope the assessing standards, control internal of evaluation the fundamental accounting principles and compliance with, inter-alia, approved accounting standards and the Listing Requirements; Bursa Malaysia’s employed; are with which Company resources auditors and to appraise the efficiency and effectiveness • To review the level of compliance to requirements; established policies and • procedures and the situation that may arise party within transactions or the Company conflict or of interests any related review To various regulatory requirements and the Group; listing the of breach a in result may which matters such • any of Malaysia Bursa the notify promptly To of Directors. by the Board opinion, have not been resolved such matters, in the committee’s where AUTHORITY authority as empower The Audit Committee shall have the following • policy, accounting to changes including reporting, financial of standard and statements financial the review To • • to perform its duties; required Have the resources • Have full, and free access unrestricted to and any properties personnel information, of records, the Company

DUTIES AND RESPONSIBILITIES Audit The duties and responsibilities of the Audit Committee include: The duties and responsibilities • To oversee all matters relating to external audit, including the appointment, resignation or dismissal of the ANNUAL REPORT 2005 14 1. Assessing the effectiveness of the system of internal control by performing comprehensive audits focusing audits comprehensive performing by control internal of system the of effectiveness the Assessing 1. as follows: Reviewing the status of compliance to the Malaysian Code on 3. Corporate Governance and the Bursa Malaysia’s auditor’s Reviewingtheexternal managementletterandresponse; 2. Reviewingthequarterlyreport onconsolidatedresults; 1. During thefinancialperiod,AuditCommitteeundertookfollowingactivities: ACTIVITIES Audit the at discussed matters report shall be independent. Board the of member shall whom of majority a a two, is meeting committee Audit the for quorum Board.The the to meetings Committee as The Committee, members. Board Audit the also the and of members Committee Chairman Audit the to distributed are meetings the of Minutes to mattersrelating tothestatutoryaccounts. (the Committee Audit the areinvited auditors of external the proceedings.Representativesof the of SecretarySecretary)recordsminutes Company the The Director. Managing are the meetings and Audit The Internal meetings. of the Head to the by prior attended representatives relevant other and members Committee Audit the to distributed are papers and agenda meetings, of notice A Chairman. the of discretion the at time any at called be The Audit Committee shall meet at least four times in a financial year at the very minimum. Additional meetings may MEETINGS . aiiaig h dvlpet f h Bad oiy aul te ik seset n promne f the of performance and Assessment managementexercise. Risk the Manual, Policy Board the of development the Facilitating 4. torectify weaknessesidentified; Tabling oftheaudit reports totheAuditCommittee andfollowuponthestatusofmanagement’s actionplans 3. rulesoftheCommercial Vehicles LicensingBoard andtheOccupationalHealthSafetyAct; Requirements, Malaysia’sListing Bursa and Governance Corporate on Code Malaysian the Limits, Authority Reviewing compliance to internal and regulatory requirements, e.g. 2. compliance to the Company’s Discretionary were performedwithimpartiality, proficiency andwiththeexercise ofdueprofessional care; audits These processes. and systems administrative and financial operational, improving and reinforcing on The activities of the internal audit department which supports the Audit committee during the financial period were Ensuringadequacy, objectivityandeffectivenessauditfunction. oftheinternal 7. recurrent on related partytransactions; mandate general the including shareholders to circulars and authorities regulatory various the to submissions auditors, external the with statements financial audited annual the deliberating and Reviewing and findings 6. the discussing audit, internal recommendations withManagementandensuringtimelyresolution ofallfindingsandrecommendations; the by issued reports investigation and audit the Reviewing 5. Reviewingthescopeofwork,resources audit; andannualauditplanoftheinternal 4. ListingRequirements; Audit

Committee Rep ort

ANNUAL REPORT 2005

15

6,581 ) 3,078 (

2005

8,058 16,134 , tax 2004

RM’000

2004 2005

(14,879) 39,839) ( depreciation and depreciation amortisation (RM’000) Earnings before interest

2003 (RM’000) (Loss) / Profit (Loss) / Profit tax before

20,502 (42,209)

RM’000

16,406 17,327) ( 2001 2002 2003 2001 2002

RM’000 583

(4.2)

t (3,869) RM’000

2004 2005

2004 2005 21.3

23,343) 12* 35* 86* 68 71 ( (33.9) (61.9) (53.2) 21.3 (4.2) 2001 2002 2003 2004 2005 (53.2) (RM’000) (sen) (Loss) / Earnings per share (Loss) / Profi from operation from (6,259) (10,967) (23,343) (3,869) 583

18,214 (25,433) (64,276) (49,869) (53,011) 16,406 20,502 (14,879) 8,058 6,581

RM’000 (17,327) (42,209) (39,839) 16,134 (3,078) 126,422 177,845 94,563 59,274 39,274 156,951 117,097 83,743 56,391 41,709 (10,967)

(61.9) (6,259)

2001 2002 2003

2001 2002 2003 (33.9)

41,709 39,274

assets

56,391 59,274

Total Total (RM’000) Turnover (RM’000)

83,743 94,563

117,097 177,845

PERFORMANCE SUMMARY PERFORMANCE FIVE YEAR

156,951 126,422 2001 2002 2003 2004 2005 2001 2002 2003 2004 2005

GROUP Turnover (Loss)/Earnings per share (sen) Net liabilities per share tax depreciation Earnings interest, before and amortisation * minus the minority interest operation from (Loss)/Profit tax before (Loss)/Profit to shareholders attributable (Loss)/Profit assets (fixed +current) Total funds Shareholders’ (15,824) (43,647) (38,843) 15,998 (3,142) ANNUAL REPORT 2005 16 CHAIRMAN’S STATEMENT RM3.2 milliontotheGroup’s profit from operation. Kapar,contributed at Klang property another with together disposal This spared. not was Lama Kelang Jalan at depot and office HQ May Park former The in debts. past May its Park reducing ease to review in year the during divested also were assets non-core Some million RM0.6 of against lossesfrom operationsofRM3.9millionin2004. operations from profit a made we as results in improvement significant a in resulted has This services. bus express lucrative more the on focus to able was May Park buses, Cityliner of fleet big a of disposal the of result a as 2005, year the Thereforein Kelang Lama. Jalan at depot and office HQ May’sformer Park renting now is KL Rapid fact, of matter a have and May awarded a wholly Park owned government outfit known as Rapid KL fromto operate these buses. As buses stage 347 acquired (“SPNB”) Berhad Negara Prasarana the Klang Valley since May 2004. via its The infrastructureGovernment, company, Syarikat in operations bus stage “Cityliner” the of cessation the to due mainly decreaseis 32% The million. RM59 of year previous the in that than lower significantly being revenue, in million RM40 recordedapproximatelyGroup the 2005, December 31 ended year financial the For REVIEW OFFINANCIALPERFORMANCE expectations. management and God willing (InsyaAllah), we will do our very best to fulfil the shareholders’ new the in placed have they faith the indicates Scheme the I to consent shareholders’ The 2005. Scheme. May the supporting for 16 shareholders the thank on to opportunity this held take to both like would Meeting, General Extraordinary and Meeting Convened Court the at Scheme the approved have shareholders the that announce to pleased am I subsequently assumethelistingstatusofParkMay. owned by KKMB will be injected into KTB. The enlarged group of companies under KTB will companies bus eight time, same the At shareholders.current the from May Park of shares Transnasionalacquirewill KTB entireScheme, the the of completion Upon (“KTB”). Berhad March 11 2004, involves on among others, Commission the establishment Securities of the a new to listed company,submitted Konsortium was which Scheme, The Scheme”). (“the scheme restructuring the currently of completion is the for and May shareholder Park assist key to task the the is championing control, I which company a Bhd, Sdn Holdings As you are aware, Kumpulan Kenderaan Malaysia Berhad (“KKMB”), a subsidiary of Nadicorp 2005, andtherefore markinganewchapterintheentire managementofParkMay. to the former Chairman of Park May, YABhg Tun Mohammed Hanif Omar, who left us in April First and foremost, I would like to express my deepest appreciation and sincerest gratitude ended 31December2005. year the for statements financial audited and report annual “Group”) or May” (“Park Berhad’s May Park you to present I Directors, of Board the of behalf On Dear Shareholders, ANNUAL REPORT 2005 17 Statement Chairman’s ” were successfully launched in June 2005, offering on ++ to come. ACKNOWLEDGEMENTS The Board of Directors would like to thank the management team and the hard-working staff for their effort and commitment especially during the year under review. It was a challenging year indeed due to times in one year alone. three the diesel fuel prices had increased fact that the Development Entrepreneur of We Ministry wish the to Finance, also of express Ministry our the gratitude for Department, the Transport co-operation Road and support the accorded Board, by Licensing the Commercial Vehicles and Co-operation, the Ministry of Transport, Dewan Bandaraya Kuala Government ministries and agencies. Lumpur and the various other relevant We would also like to extend our gratitude to our bankers and creditors, these trying times. patience to stay the course with us through especially our suppliers who had the Board fellow and shareholders the all to gratitude sincerest my express to like would I least, not certainly but Last members for your continued support and I look forward to serving you as Chairman of the Board for many years destinations in Peninsular Malaysia. Whilst the Cityliner bus operations in the Klang Valley have been disposed of, stage the bus Group services continues The still to so. do under to operate viable the is it brand when “Cityliner” areas geographical in other into Northernservices bus Perak, stage its mainland extend will Penang, Group The Seremban Sembilan. and Negeri brand “Cityliner” is retained by the Group and it may become a revived force in the near future with new permits granted to Park May. Whilst Park May is under PN4 status, Nadicorp Holdings is increase in the to process the several secure financial schemes combat to to gas, natural on run that ones the Perhaps, buses. aging of fleet its renew to May Park assist in diesel fuel prices which now becomes the biggest concentration cost and element size from the its total to operating due cost way per big bus. a in Again, vehicles commercial for gas natural of use the promote can KTB only of total fleet. will KTB that envisioned is It shores. Malaysian beyond and industry bus the beyond horizons its expand will KTB plans has also KTB operator. transport integrated more a become hence and transport of modes other into venture transport operator and perhaps ultimately a global player. to become a regional success story of KTB you have once the opportunity to become a part of the future of Park May, As shareholders is completed. exercise the restructuring that will translate positively to the bottom line. that will translate positively The pooled under resources KTB and its renewed financial footing will be employed to further enhance the jewel in the Group, the executive coach “NiCE” brand . The NiCE buses and “Nice 2” double-deck executive coaches route. luxury service for the Kuala Lumpur-Singapore have established themselves as the premier new Ten fleet of executive coaches branded as “Nice PROSPECTS had come to the time and when a its financial the situation Group has got to be regularised As mentioned before, buses 2,000 almost of fleet a have then will KTB KTB. of form the in emerge will entity stronger and enlarged new banner common the under branded buses of group its inject will KKMB way. long a by leader industry the it making of which “Transnasional,” has the most extensive coverage of both Peninsular time, same Malaysia. the The At express Group. bus the services by operated of currently is which Plusliner, of those complement will Transnasional group of companies will be able to leverage on existing and to infrastructure unleash shared resources synergies board services akin to that of an airline’s business class cabin. Also, in addition to Singapore, Nice 2 double deck double 2 Nice Singapore, to addition in Also, cabin. class business airline’s an of that to akin services board major other to service the extend to planning are we and 2005 July in Penang to operate to began coach executive ANNUAL REPORT 2005 18 Tengku Hashim YM Tengku MohdHasmadi Mr ChongYoon Fatt En ZainalAbidinJamal YBhg DatukSulaimanDaud Non-Independent YBhg Dato’MohdNadzmiSalleh Independent, YABhg Tun MohammedHanifOmar BOARD MEETINGS given dueconsideration. are customers and employees stakeholders, shareholders, Company,its the of interest the that such judgement and perspectives independent provide they as accountability governance corporate good to pivotal is directors independent of appointment The Finance. and Accountancy Administration, Business Legal, to Engineering from Boarda by managed and led is May Park Directorsof calibre,of ranging experience and skills of mix good a with BOARD BALANCE management toseekanyadviceorconsultationinregards tomattersrelating toParkMay. Director,Non-Executive Independent Senior Directors.the Executive As the for available is Daud Sulaiman Datuk one Independent Non-Executive Director, one Non-Independent Non-Executive Director and Director,Non-Executive Independent two Senior one directors,Non-Independent five of consisted Board the 2005, December 31 at As managing theCompany. HeisassistedbyYMTengkufor MohdHasmadiTengkuresponsible be Hashim,theExecutiveDirector.Director,to Managing and Chairman appointed was Salleh Mohd Nadzmi Mohd Dato’ YBhg sectors withintheGroup. units/ business various the of results and strategy,operations corporate business the discuss to regularly meets May’sPark Board Directorsof responsibilityoverall the has directionstrategic the determining for Group.the of It COMPOSITION BOARD OFDIRECTORS and servesasapointofreference fortheBoard Membersforself-governance. advocated by the Malaysian Code on Corporate Governance and the Bursa Malaysia’s Listing Requirements practices best and principles the encompasses Manual BoardPolicy Directors.The Boardof the by 2002 August 27 on Manual Boardpolicy formal a of adoption the was end towardsthis development latest The Code on Corporate Governance are consistently applied and complied safeguard in orderMalaysian to the of Practices to Best and Principles achieve governance the that ensuring good in believes Board corporate The governance. value. shareholder good practicing to subscribes fully Directors of Board May’s Park CORPORATE

ietr Directors

GOVERNANCE

o-needn Apitd21.03 5/5 Appointed2.10.2003 5/5 Executive Director Appointed23.04.2003 Non-Independent Non-Executive Director Non-Independent , 5/5 5/5 Non-Executive Director Independent , Appointed23.10.2001 Appointed2.10.2003 Non-Executive Director Senior Independent, Executive Director Resigned27.04.2005 Non-Executive Director Status

pone 31.01 5/5 Appointed 23.10.2001 pone 40.94 2/5 Appointed 14.02.1994 pone/ Noofmeetings Appointed/ eind held/attended Resigned

ANNUAL REPORT 2005 19 RM Governance RM 16,000 36,500 96,333 52,500 181,833 278,166 Corporate

RM 80,333 145,333 225,666 Annual Fee (incl Emoluments) Attendance Fee Total

Directors Directors and the Managing Director. The Remuneration Committee met once during the financial Executive Directors Executive Directors

Report. DIRECTORS’ REMUNERATION The remuneration framework for Non-Executive Directors was recommended by the Remuneration of Directors. by the Board Committee and approved Remuneration during the financial period as follows: Details of Directors’ Non-Executive Directors Total Executive period. Audit Committee The terms and references and other information on the Audit Committee are disclosed in the Audit Committee Remuneration Committee The remuneration framework for Non-Executive Directors is recommended by the Remuneration Committee and approved by the Board. The Committee comprises three members, two of whom are Non-Independent Non- Nomination Committee The Committee comprises for candidates exclusively Board the to of recommending Board, of Non-Executive size and structure composition, Directors, the reviewing for a responsible majority of whom Nomination The are director. individual each independent. of contribution and performance It skills, of mix the is reviewing directorships, Committee met once in the financial period. BOARD COMMITTEES as follows: Committees. These are to Board delegates certain responsibilities The Board • Nomination Committee • Remuneration Committee • Audit Committee APPOINTMENT AND RE-ELECTION OF DIRECTORS APPOINTMENT AND Appointment of new all Association, Directors of Articles and Company’s the with accordance members In Directors. of Board of the by approved and Board Committee, Committees will be recommended by the years. at least once every three subject to re-election Nomination are Directors The Board meets regularly with due notice of issues for discussion and deliberation. The agenda for the meeting is meeting the for agenda The deliberation. and discussion for issues of notice due with regularly meets Board The meetings. the for prepare to time sufficient has Board the that such meeting each to prior circulated and prepared Information decision-making In plays process. furtherance a of key in their role the duties, Board’s the has Board and accurate information. access to timely unrestricted The Board also has full access to both Management, internal and external auditors and is abreast encouraged to keep with the nature of business and Apart from industry access to internal through information, the site Board also has access visits to information outside and of Board Meetings. meetings of the Company Secretary. is also entitled to avail of itself, the services Board the with Additionally, Senior Management.

ANNUAL REPORT 2005 20 reviewing the year-end and quarterly financial results before approval by the Board and prior to the release of release the to prior financial statementstotheBursa Malaysia. and Board the by approval before results financial quarterly and year-end the reviewing for responsible is Committee Audit The irregularities. other and fraud prevent to as well as detect the to Company,of assets the safeguard to steps taking of responsibility general the have Committee Board and Board The fair,easily understoodmanner.and true a in presented are prospects and operations Company’s the of assessment the that and policies, the with accordance in with preparedthe Auditors, the are Board has statements to ensure discussions that Following financial the Malaysia. in Company standards accounting has that applicable used and 1965 appropriate, Act, ensure Companies consistently the applied of provisions accounting to required is Directors of Board The fair, and true easily understoodmanner.a in presented are prospects and operations company’s the of assessment the that and policies, the with accordance in with preparedthe Auditors, the are Board has statements to ensure discussions that Following financial the Malaysia. in Company standards accounting has that applicable used and 1965 appropriate, Act, ensure Companies consistently the applied of provisions accounting to required is Directors of Board The FINANCIAL REPORTING ACCOUNTABILITY ANDAUDIT to available information further any for times all at Secretary shareholders Company the contact also may Shareholders with theCompany’s constitution. shareholders. Shareholders who the are by unable to raised attend the questions AGM addressare encouraged to to AGM nominate proxies the in accordanceat present are auditors external The resolutions. all on vote to and DirectorsBoardof the with dialogue into enter Shareholdersto arenewspapers. encouraged national leading the pertinent with The shareholders are encouraged to attend public the Annual General Meeting (AGM). Notice for the AGM is general published in the and investors the provide results information. annual and announcements, announcements, General Report. quarterly Annual Company’s the in provided is information corporate Comprehensive DIALOGUE BETWEENCOMPANY, SHAREHOLDERSANDINVESTORS SHAREHOLDERS developments. attend to encouraged are Directors TRADING FORDIRECTORS No.ofDirectors Remuneration RM50,000-RM100,000 Non-ExecutiveDirectors as follows: are period financial the during bands following the within fall remuneration total whose Directors of number The Corporate < RM50,000 Governance

otnos dcto porme t ke arat f hne ad ne and changes of abreast keep to programmes education continuous 3 1

M000-R1000 1 RM50,000 -RM100,000 xctv ietr Executive Directors

eueain No.ofDirectors Remuneration M000 1 < RM50,000

w ANNUAL REPORT 2005 21

OF INTERNAL CONTROL OF INTERNAL Individual divisions/departments also conduct regular meetings e.g. weekly operations and technical meetings; Individual divisions/departments also conduct regular of internal significant transactions, monitors management and assesses the effectiveness controls; approves • as embodied in the business plan; vision, mission and strategic direction, Clear Group’s • Clearly defined lines of authority and divisionalised organization structure to achieve the objectives Group’s and monitor the conduct and operations within the Group; • Approved annual budgets, quarterly results and press releases of for adoption by the Board. to the Audit Committee for recommendation presented the Group’s financial performance are • Regular management meetings (weekly/monthly) comprising the Senior Management to review and discuss example for functions support key and technical operations, performance, financial to relating issues significant System and Services Planning; Management Information Purchasing, Human Resources, • Cascading of the objectives into (“KRA”) Group key areas for result the main business and support functions, units/departments and eventually to the individual; subsequently into respective • A systematic performance appraisal system that is guided by the abovementioned KRAs; • following key elements: operations, business the • reviews Group, the over control retains which Committee Audit and Board effective An CONTROL PROCEDURES AND ENVIRONMENT The Board whilst maintaining full control and direction over appropriate internalof systems control the of implementation the strategic, management executive to delegated has issues compliance financial, organizational and the include management risk and control internal of system current Group’s The framework. established an within material misstatement or loss. RISK ASSESSMENT controls compliance and operational cover also controls internal of system Group’s the controls, financial from Apart and, most importantly, risk management. As part of the year. the financial risk throughout cant business risks faced by the Group identifying, assessing and managing signifi management process, the Board is continuously RESPONSIBILITY OF THE BOARD RESPONSIBILITY OF system of internal which is designed to ensure control, for the Group’s acknowledges its responsibility The Board effective and efficient operations, internal control, financial reporting and compliance with legal requirements, directives and and guidelines. regulatory It is also responsible for the approach Group’s to assessing risks and managing risks. The role of executive management is to implement policies the on Board’s risk and control and present assurance on compliance with these policies. Further independent assurance is provided by an internal accountable for operating within these policies. audit function and the external auditors. All employees are rather mitigate to designed are systems such control, internal of system any in limitations inherent to due However, than eliminate risks. Hence, these systems can only provide reasonable and not absolute assurance against INTRODUCTION a maintain to “Code”) (the Governance Corporate on Code Malaysian the by required are Paragraph companies Listed Public Group. the of assets the and investment shareholders’ the safeguard to control internal of system sound a include to Directors the for need the indicates Requirements Listing Revamped Malaysia’s Bursa the of 15.27(b) The group. a as subsidiaries its and Company the in control internal of state the on report annual the in statement Statement on InternalBursa Malaysia’s Guidance Control: for of Directors Public Listed Companies (“Guidance”) provides guidance for compliance with these requirements. The Board is pleased to present the Statement on with the Guidance. in accordance has been prepared Internal which Control, STATEMENT STATEMENT ANNUAL REPORT 2005 22 The role of the Audit Committee in relation to the external and internal auditors and its terms of reference are reference of terms its and auditors disclosed intheAuditCommitteeReport. internal and external the to relation in Committee Audit the of role The The Board reviews theminutesofAuditCommitteemeetings. and provide inputwhere necessary. required when and as meetings Committee Audit The recommendations. audit of progress implementation the monitoring by and work their of scope natureand auditors, external and internal the reportsof the reviewof their through Group the within assurance of levels the monitors Committee Audit The management. internal risk and of control system sound a maintaining on responsibilities its fulfilling in Board the assists Committee Audit An ROLE OFAUDITCOMMITTEE reviewed andselectedto determine theauditableareas. areasThe morebe to deemed areasi.e. risky accordingrisks high to moderate with processes above the to were auditfindingsandstatusofrectification. Consideringpriorinternal • Reviewingthebusinessplanandfinancialperformanceofeachsubsidiaryfunction; • Performingtheauditrisksprofiling exercise todetermineauditpriorities; • annual auditplanisprepared after: approach.assessment risk a by The determined as risk high of focused is function audit internal the of work The of theimplementationagreed actionsisfollowed-uptoensure satisfactorycontrols are maintained. at management levels and actions are agreed in the response to the internal audit’s recommendations. The status provides It continuous improvements to the controls and risk controls.management procedures. audit Internal findings are discussed internal of system the and operations Group’s the of reviews regulatory regular undertakes and function statutory procedures, The Group. and the within system control policies internal the of effectiveness the the on assurance provides with and requirements compliance monitors function Audit Internal The INTERNAL AUDIT Existence of a Code of Ethics and Conduct representing employees mutual • subscription to a minimum standard Documentedcorporatevalues,policiesandprocedures whichare communicatedtoemployees; • ControlStatement OfInternal Rglr nenl uis f prtn uis n spot ucin t poie needn asrne n the on assurance independent provide to functions support and units operating of audits internal Regular • Clearlydefinedrecruitment processes andrelevant trainingtoenhancestaff competencylevels;and • andrecords andestablishingcustodialresponsibilities; documents assets, to access limiting example for assets of safeguarding physical and duties of Segregation • behaviourandconduct; effectiveness oftheGroup’s controls, systemofinternal advisingmanagementonareas forfurtherimprovement.

ANNUAL REPORT 2005 23 Statement Of InternalStatement Control CONCLUSION The Board is of the view that the system of internal controls is in place for the year under review was sound and separate require would that uncertainties or contingencies losses, material any in resulted not has and satisfactory Annual Report. in the Group’s disclosure system the that recognizing controls, internal of system sound a operating towards committed remains Board The Board the such, As Group. the of operations of size and business of types the support to evolve continually must will when necessary, put in place appropriate action plans to controls. further The enhance Board the is Group’s system also of committed internal towards ensuring that is effectively. process a risk management and corporate governance OTHER ASSURANCE FUNCTION OTHER ASSURANCE The Group, being in the public transportation Department. and Road Transport Licensing Board business Vehicle by the Motor prescribed regulations is additionally governed by strict statutory rules and The organizational structure spells attached out Group’s the clear reporting and accountability lines between the Internal the Audit Committee, Audit and Management. Board, COMPANIES ASSOCIATED Representatives from the group are appointed to the Board of Directors meetings. board For of active associated companies, key financial information of these companies is and reviewed associated companies and attend to the Board. reported significant risks are ANNUAL REPORT 2005 24 fleet, concentrate on profitable routes, increase efforts to lure more passengers, and at the same time provide the the throughout vehicle Nevertheless, the rationalize costs, reduceoperating continually to year,initiatives on focused stressedand division the group. the to income additional as passengers coach for packages holiday and four dayperiodinJune2005. a over buses 60 involving Center City Lumpur Kuala the to Klang fromPort personnel foreign Navy thousand five approximately ferry to was projects charter biggest the of One charters. corporate as well as passengers bus to company,subsidiary other The TravelPlusliner Tours& packages holiday/travel selling on concentrates Bhd, Sdn the chassismanufacturer inthecaseofnewbusesforaperiodeightyears. Jalan Chow Kit. The repair and maintenance of express buses are mostly outsourced to qualified contractors or to Kinrara to Kajang, the shutdown of several small depots, and relocation of headquarters to Nadicorp’s building at fromdepot bus main the relocationof the resultof a as continues previousyear fromthe benefit saving cost The utmost inqualityservice. Nice and 2 Nice “NiCE, and Sdn. Bhd. The division focuses on two types Toursof express Travelcoaches & branded as Plusliner “Plusliner” for the as economy express well as May Park under companies bus express all of consists Division Express The Express BusOperation respectively inthefinancial year2004. up with an operating loss of RM0.9 million compared to the turnover of RM14.5 million and a loss of RM4.6 million ended and million RM5.2 of turnover recordeda 2005 year financial the in Operations Bus Stage the result, a As old Pluslinerexpressthemintostagebuses. buses andturned the of majority salvage to managed Holdings Jelebu fact the to due is May.This Park of management the under back is Holdings Jelebu of operations the 2005, July However,in Sembilan. Negeri in operations bus stage the for Bhd. Sdn. Holdings Jelebu under subsidiaries four the for 2004, July in signed also was agreement similar A turn-around theoverallbusiness. to try to and Operations Express its on focus to May Park enable to is arrangement This staff. operating direct Company Sdn. Bhd., and Central Province Wellesley Transport Company Sdn. Bhd. and absorb all associated and Berhad, Tanjung Karang Company TransportationOmnibus Sdn. Selangor Bhd., The Kuala Min Sen the Omnibus from Company Sdn. buses Bhd., Sam stage Lian operate Omnibus and maintain lease, “Transnasional”to name Kumpulan of companies subsidiary brand the under Klang and Perai Seberang arein which buses subsidiaries stage alreadythese own their running certain with agreement lease a signed Kenderaan Malaysia Berhad, May a related party and major Park shareholder of Park May. 2004, In essence, the agreement year allows the Since Stage BusOperation concentrate onitscore businessofproviding publicbustransportationservices. to and substantially losses operational reduce to rationalization process business and initiatives various reinforce to continued May Park of Board the requirement, and status figures submitted to Securities Commission earlier. forecasted Pursuant all affectto that the diesel obligations the under especially cost PN4 fuel increasing ever the to related be to understood was approval final the getting in delay The submitted. had May Park that approve to exerciserestructuringproposed the complete to time of yet extension an for application the has Commission Securities The Malaysia. Bursa the of Requirements For 3 years now, Park May is classified under the Practice Note No.4/2001 of the Listing Overview OPERATIONS REVIEW 2005 ++ ” for the executive coaches. The division also focuses on special/event charters, special/event on focuses also division The coaches. executive the for ” ANNUAL REPORT 2005 25 for the executive Review 2005 Review ++ Operations Operations and running buses. The ten new buses branded as Nice coaches. for these particular Despite aging buses, our customers remained loyal to our services. To date approximately more than 20,000 NiCE loyalty card members are still frequenting our executive coach services to Penang and Singapore. In July 2005, the double deck Nice 2 operations to Penang. executive coach commenced Being PN4 status, the for purchasing normal of new buses hire-purchase are impossible. scheme towards the end of However, 2005, Plusliner Sdn. Bhd. managed to negotiate a full in-house financing scheme with one of the chassis manufacturer to construct ten new buses with a three year repayment period. These ten new buses will be ready in May 2006 and targeted to ply Kuala Lumpur – Ipoh route which was the best selling route for Plusliner in the past. economy express The year 2005 is the year of three volatile times fuel increase prices in diesel with fuel a cost alone the on increase top costs of of parts, tyres and with labour. majority of Coupled buses that are now exceeding ten years in age, it was really a mounting challenge. However, the Management has been able to foster a solid teamwork to improve Park May as a whole. As a result, the Division Express in the financial year 2005 recorded a turnover of as million RM0.5 of profit operating an with million RM33.7 compared to the turnover of RM39.0 million and profit of reduction The 2004. year the in respectively million RM1.9 of revenue was solely due to the lower availability of good coach services to Singapore that are equipped individual with 7-inch LCD an TV screen per seat and four movie selection channels, full hostess fleet service management/monitoring on-board system and via satellite successfully were launched in June per income the as well as 2005. increased has volume passenger Since then, the price ticket higher the to due improved also has passenger ANNUAL REPORT 2005 26 3 March 2005 27 April2005 23 April2005 22 April2005 20 April2005 28 February2005 FINANCIAL YEAR a copythereof totheSC. to the propose restructuring Scheme and submited Investigative Audit as required by the SC pursuant Independent Auditors, BDO Binder completed the (“ICSLS”). Stocks Loan Secured Convertible Irredeemable shares put in KTB to be issued upon conversion of the new a the of respect in into agreement option call and entered Bhd, Malaysia Kumpulan of Kenderaan company Debt Mohd holding the being Proposed Dato’ Bhd, Discount, the Sdn Holdings Nadicorp and Salleh Mohd Nadzmi Affin with Restructuring, conjunction In Debt Restructuring”). for theFourthQuarterended31December2004. Chairman, ManagingDirector oftheCompany. appointed was (Non- Director) Executive Salleh Independent Mohd Nadzmi Mohd Dato’ YBhg Director) oftheCompany. Hanif Non-Executive (Independent Chairman Mohammed as TunOmar YABhg of Resignation the to theshareholders ofParkMay. on Circular despatched / was Scheme ProposedRestructuring Statement Explanatory The and Proposed RestructuringScheme wasissued. the Meeting of respect in Court-Convened Meeting General Extraordinary the of Notice payment under the Commercial the Papers and (“Proposed of to restructuring proposed effect the implementing giving inter-alia, of, purpose (“DRA”)for the agreement restructuring debt a into being the sole holder of Discount”), the Commercial Papers, entered (“Affin Berhad Discount Affin and Berhad Trustees Malaysian KTB, May, Park Group the of results unaudited of Announcement

CALENDAR 17 May2005 16 May2005 30 28 June2005 6 June2005 18 May2005 June2005 immediately aftertheCCM. by 31August2005. Meeting wasissued. respectively. Keramat and SKMK of directors of board the on served was (“Keramat”), Berhad Omnibus Utara TemerlohTanjongKeramat and (“SKMK”) Berhad Kelantan Melayu Kenderaan Syarikat of Scheme, ProposedRestructuring the to pursuant May Park of status listing the assume will which company the Berhad, Transnasional Konsortium by Offer The Notice of the Conditional Voluntary Take-Over Restructuring Proposed the held Company the of EGM the at tabled Scheme resolutions to the all pertaining approved also voting, and addition, In the Company. shareholders the of the of Company, CCM present Shareholders’ the at tabled Proposed Scheme the approved voting, and present Company, the of shareholders The Aziz, 50738KualaLumpur. Hotel, Lumpur Jalan International Raja Muda Abd. the and of Company was held at Banquet (“EGM”) Hall, Level 1, Kuala (“CCM”) Meeting General Meeting Extraordinary Court-Convened The the conditions precedent of the DRA to be requiringfulfilled agreement a the waived of inter-alia, precedent letters, condition of exchange an of way by Agreement, Definitive the to parties The June 2005were approved bytheshareholders. 6 dated Meeting General Annual Thirty-Second the of Notice the in contained resolutions the All Aziz, 50738KualaLumpur. Hotel, Lumpur Jalan International Raja Muda Abd. Kuala 1, Level Hall, Banquet the at held was May The Thirty-Second Annual General Meeting of Park General Annual Thirty-Second the of Notice for theFirstQuarterended31March 2005. Group the of results unaudited of Announcement ANNUAL REPORT 2005 27 Calendar

Financial Year Financial Announcement of unaudited results of the Group Quarter ended 30 September 2005. for the Third The disposal of former Park May and depot headquarters at Old Klang Road and a property in Kapar, Klang from Landvest Sdn Bhd to MHSB Development Sdn Bhd (a subsidiary of Nadicorp) The Company submitted a revised application to the SC for an extension of time 27 from July 2005 until 26 of December 2005 for the five months Restructuring Proposed the complete to Company The parties to the DRA mutually agreed by way of exchange of letters to further extend the period to fulfil the conditions precedent of the DRA for a period of three months from 1 October 2005 until Company, the of behalf on had, Bank AmMerchant submitted an application to the SC to revise 27 from the months eleven to sought time of extension July 2005 until 26 June 2006 for the Company to Restructuring Scheme. complete the Proposed was completed. Scheme. 31 December 2005. 28 November 2005 1 December 2005 12 September 2005 12 September 6 October 2005 25 November 2005 of the part of the of part Tengku Mohd Mohd Tengku

of the Company, had Company, the of (Member) was disolved

from 27 July 2005 from until 26 Company to complete the th immediate effect The parties to the DRA mutually agreed, by way of exchange of letters to extend the period to fulfil of period a for DRA the of precedent conditions the parties The 2005. September 30 until months three the of precedents condition the of one waived also DRA which requires the perfection and fulfilment of the conditions precedent of to the issuance of the ICSLS. relating the documents The Executive Commitee comprised Dato’ Mohd and (Chairman) Salleh Mohd Nadzmi Announcement of unaudited results of the Group All the conditions precedent Agreement had been fulfilled of to their satisfaction the Definitive of the parties thereto, and hence the agreement submitted an application to the SC for an extension extension an for SC the to application an submitted of months time of three The SC approved the Pursuant 2004. July 27 dated letter its via Scheme Proposed Restructuring to Paragraph 18.02 of Guidelines on Issue the / Offer of SC’s Securities, the SC Policies Approval expired on 26 July 2005. In this respect, and behalf on Bank, AmMerchant October 2005 for the Proposed Restructuring Scheme. Proposed for the Second Quarter ended 30 June 2005. wi became unconditional. In consequence precedent of thereof, the sale and purchase all agreements between the KTB and conditions Perak acquisition Road by Ways KTB for Transnasional and with KKMB of the for the acquisition the latter’s of six bus companies shares had also been fulfilled and in became unconditional. thus the agreements The High Court of Malaya granted its consent for the Proposed Share Exchange and formed which Cancellation Shares confirmation Proposed Restructuring Scheme. under the Proposed proposals Hasmadi Tengku Hasmadi Hashim Tengku 2 September 2005 22 August 2005 25 August 2005 14 July 2005 27 July 2005 8 July 2005