Annual Report 2014 3
Total Page:16
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Corporate Information 2 Notice of Annual General Meeting 3 – 5 Profile of Directors 6 – 7 Letter to Shareholders 8 – 12 Governance Report 13 – 22 Audit Committee Report 23 – 25 Statement on Risk Management and Internal Control 26 Shareholding Statistics 27 – 30 List of Top Ten Major Properties by Value 31 Five-Year Group Financial Highlights 32 Reports and Financial Statements 33 – 130 Proxy Form 2 IGB CorporationCorporation Berhad Corporate Information 19641964 - 20142014 BOARD OF DIRECTORS (”BOARD”) REGISTERED OFFICE Level 32, The Gardens South Tower Independent Non-Executive Chairman Mid Valley City Tan Sri Abu Talib bin Othman Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Group Managing Director Telephone : 603-2289 8989 Telefax : 603-2289 8802 Dato’ Seri Robert Tan Chung Meng AUDITOR Executive Directors PricewaterhouseCoopers (AF1146) Tan Boon Seng Level 10, 1 Sentral Tan Boon Lee Jalan Travers Kuala Lumpur Sentral Independent Non-Executive Directors 50706 Kuala Lumpur, Malaysia Tan Kai Seng Telephone : 603-2173 1188 Yeoh Chong Swee Telefax : 603-2173 1288 Non-Independent Non-Executive Directors REGISTRAR Tricor Investor Services Sdn Bhd (118401-V) Tan Lei Cheng Level 17, The Gardens North Tower Pauline Tan Suat Ming Mid Valley City Tony Tan @ Choon Keat Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Alternate Directors Telephone : 603-2264 3883 Chua Seng Yong, alternate to Dato’ Seri Robert Tan Chung Meng Telefax : 603-2282 1886 Daniel Yong Chen-I, alternate to Pauline Tan Suat Ming Tan Yee Seng, alternate to Tan Boon Seng PRINCIPAL BANKERS HSBC Bank Malaysia Berhad (807705-X) COMPANY SECRETARY No. 2 Leboh Ampang 50100 Kuala Lumpur, Malaysia Tina Chan Lai Yin Telephone : 603-2070 0744 Telefax : 603-2070 1146 Malayan Banking Berhad (3813-K) G(E)-016, Ground Floor, Mid Valley Megamall Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Telephone : 603-2289 0098 Telefax : 603-2282 5353 Hong Leong Bank Berhad (97141-X) Level 5, Wisma Hong Leong 18 Jalan Perak 50450 Kuala Lumpur, Malaysia Telephone : 603-2773 0280/0289 Telefax : 603-2715 8697 Public Bank Berhad (6463-H) Head Office, Menara Public Bank 146 Jalan Ampang 50450 Kuala Lumpur, Malaysia Telephone : 603-2176 6000 Telefax : 603-2163 9917 STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad (”Bursa Securities”) (635998-W) since 10 September 1981 Stock Code : 1597 Stock Name : IGB Annual Report 2014 3 1964 - 2014 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN of the Fifty First Annual General Meeting (“51st AGM”) of IGB Corporation Berhad (“IGB” or the “Company”) to be held at Bintang Ballroom, Level 5, Cititel Mid Valley, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia on Friday, 22 May 2015 at 3.00 p.m. to transact the following business: AGENDA Ordinary Business 1. To receive the Reports and Financial Statements for the year ended 31 December 2014 (“FY2014”). 2. To re-elect/re-appoint retiring Directors: (a) Tan Lei Cheng (Resolution 1) (b) Pauline Tan Suat Ming (Resolution 2) (c) Tan Sri Abu Talib bin Othman (Resolution 3) (d) Yeoh Chong Swee (Resolution 4) (e) Tan Kai Seng (Resolution 5) 3. To re-appoint PricewaterhouseCoopers (“PwC”) as auditor and to authorise the Directors to fix their (Resolution 6) remuneration. Special Business 4. To consider and if thought fit, pass the following ordinary resolution: Renewal of shareholders’ mandate for recurrent related party transactions “THAT the Company and/or its subsidiaries (the “Group”) be and is/are hereby authorised to enter into all arrangements and/or transactions involving the interests of the Related Parties as specified in Section 2.2.1 of the Circular to Shareholders dated 30 April 2015 (”Circular”), provided that such arrangements and/or transactions are: (i) recurrent transactions of a revenue or trading nature; (ii) necessary for the Group’s day-to-day operations; (iii) carried out in the ordinary course of business on normal commercial terms not more favourable to the Related Parties than those generally available to the public; and (iv) not detrimental to the minority shareholders of the Company (“RRPT Mandate”); AND THAT the RRPT Mandate, unless revoked or varied by the Company in general meeting, shall continue in force until the next annual general meeting (“AGM”) of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier; AND THAT the Directors be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary or in the interest of the Company to give effect to the RRPT Mandate.” (Resolution 7) 5. To consider any other business of which due notice shall have been given in accordance with the Companies Act 1965 (“Act”) and the Company’s Articles of Association (“Articles”). By Order of the Board Tina Chan Company Secretary Kuala Lumpur 30 April 2015 4 IGB Corporation Berhad Notice of Annual General Meeting 1964 - 2014 (continued) Explanatory Notes of each item on the Agenda: (1) Reports and Financial Statements FY2014 are contained in the Annual Report. The Agenda item is meant for discussion only as the Reports and Financial Statements FY2014 do not require formal approval of shareholders under Section 169(1) of the Act and hence, the matter will not be put forward for voting. However, shareholders or proxies will have the opportunity to ask questions on the Group’s performance and business during the 51st AGM. (2) Re-election/re-appointment of Directors: (a) Re-election is pursuant to Article 85 of the Articles which provides that one-third of the Board shall retire from office and be eligible for re-election at every AGM. Tan Lei Cheng is obliged to retire from office but eligible on such retirement. (b) Re-election is pursuant to Article 85 of the Articles which provides that one-third of the Board shall retire from office and be eligible for re-election at every AGM. Pauline Tan Suat Ming is obliged to retire from office but eligible on such retirement. (c) Re-appointment is pursuant to Section 129(6) of the Act which requires Directors over the age of 70 years to be re- appointed by the shareholders every year, and in line with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012 (“MCCG”) to continue serving as Independent Director of the Company until the conclusion of the next AGM. Tan Sri Abu Talib bin Othman is obliged to retire from office but eligible for re-appointment on such retirement. (d) Re-appointment is pursuant to Section 129(6) of the Act which requires Directors over the age of 70 years to be re- appointed by the shareholders every year, and in line with Recommendation 3.3 of the MCCG to continue serving as Independent Director of the Company until the conclusion of the next AGM. Yeoh Chong Swee is obliged to retire from office but eligible for re-appointment on such retirement. (e) Re-appointment is in line with Recommendation 3.3 of the MCCG to enable Tan Kai Seng to continue serving as Independent Director of the Company until the conclusion of the next AGM. An annual assessment on the effectiveness of each Director (including the independence of Independent Directors) had been undertaken. The justifications of the Board for recommending and supporting Resolutions 1 to 5 inclusive for their continuing in office as Directors are set out in the Annual Report under the heading “Governance Report”. Directors’ biographical details are set out in the Annual Report under the heading “Profile of Directors” to enable shareholders to make an informed decision on their re-election/re-appointment, as appropriate. Any Director referred to in Resolutions 1 to 5, who is a shareholder of the Company will abstain from voting on the resolution in respect of his/her re-election/re-appointment at the 51st AGM. (3) The appointment of PwC as auditor terminates at the conclusion of the 51st AGM. PwC has indicated their willingness to stand for re-appointment as auditor of the Company until the conclusion of the next AGM. The re-appointment of PwC was recommended to the Board by the Audit Committee (“AC”). (4) Resolution 7 is to renew, effective until the next AGM, the RRPT Mandate. The details of the proposal are set out in the Circular which is despatched together with the Annual Report. Notes to Shareholders: (1) Appointment of proxy (a) A member is entitled to appoint one or two proxies and they need not be members. (b) A member, who is an authorised nominee, may appoint up to two proxies in respect of each securities account held; whereas, an exempt authorised nominee may appoint multiple proxies in respect of each securities account held. (c) A member who appoints a proxy must execute the Proxy Form, and if two proxies are appointed, the number of shares to be represented by each proxy must be clearly indicated. (d) A corporate member who appoints a proxy must execute the Proxy Form under seal or the hand of its officer or attorney duly authorised. (e) Only members registered in the Record of Depositors as at 15 May 2015 shall be eligible to attend and vote at the 51st AGM or appoint a proxy to attend and vote on his behalf. Annual Report 2014 5 1964 - 2014 Notice of Annual General Meeting (continued) (f) The executed Proxy Form must be deposited at the office of IGB’s Registrar, Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not later than 3.00 p.m. on 20 May 2015, being 48 hours before the time set for the 51st AGM.