TALAM CORPORATION BERHAD 1120-H Laporan Tahunan 2008 Annual Report Contents
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TALAM CORPORATION BERHAD 1120-H LAPORAN TAHUNAN 2008 ANNUAL REPORT CONTENTS 2 Corporate Structure 4 Corporate Information 5 Financial Highlights 6 Profile of Board of Directors 10 Chairman’s Statement 12 Review of Operations 16 Statement on Corporate Governance 21 Additional Compliance Information 24 Statement on Internal Control 25 Audit Committee Report 29 Financial Statements 112 List of Properties 119 Statement on Directors’ Interests 120 Analysis of Ordinary Shareholdings 123 Analysis of Irredeemable Convertible Preference Shareholdings 125 Notice of 83rd Annual General Meeting 130 Statement Accompanying Notice of Annual General Meeting • Form of Proxy Laporan Tahunan 2008 Annual Report corporate structure 2 TALAM CORPORATION BERHAD (1120-H) corporate structure ANNUAL REPORT 2008 3 corporate information BOARD OF DIRECTORS COMPANY SECRETARY Tan Sri Dato’ (Dr) Ir Chan Ah Chye @ Chan Chong Yoon Ting Kok Keong (MAICSA 7058942) Executive Chairman Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan PRINCIPAL BANKERS Salahuddin Abdul Aziz Shah Al-Haj Deputy Chairman RHB Investment Bank Berhad Independent Non Executive Director EON Bank Berhad Datuk Ab Rauf Bin Yusoh Non Independent Executive Director REGISTERED OFFICE Chua Kim Lan Suite 2.05, Level 2 Menara Maxisegar Non Independent Executive Director Jalan Pandan Indah 4/2 Pandan Indah Dato’ Kamaruddin Bin Mat Desa 55100 Kuala Lumpur Independent Non Executive Director Tel no.: 03-42962000 Fax no.: 03-42977220 Tsen Keng Yam Website: www.talam.com.my Independent Non Executive Director Customer Service Action Centre Loy Boon Chen Non Independent Non Executive Director Tel no.: 03-42943388 Fax no.: 03-42805035 Lee Swee Seng Non Independent Non Executive Director SHARE REGISTRAR AUDIT COMMITTEE Securities Services (Holdings) Sdn Bhd Level 7, Menara Milenium Tsen Keng Yam Jalan Damanlela Chairman Pusat Bandar Damansara Damansara Heights Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan 50490 Kuala Lumpur Salahuddin Abdul Aziz Shah Al-Haj Tel no.: 03-20849000 Member Fax no.: 03-20949940/03-20950292 Dato’ Kamaruddin Bin Mat Desa Member AUDITORS Deloitte KassimChan NOMINATION & REMUNERATION COMMITTEE Tsen Keng Yam STOCK EXCHANGE LISTING Chairman Listed on Main Board of Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Bursa Malaysia Securities Berhad Salahuddin Abdul Aziz Shah Al-Haj Member Lee Swee Seng Member 4 TALAM CORPORATION BERHAD (1120-H) Financial highlights Restated Restated 2008 2007 2006 2005 2004 RM’000 RM’000 RM’000 RM’000 RM’000 GROUP Property, plant and equipment 191,177 196,458 204,109 252,852 275,225 Shareholders’ fund 344,460 346,516 338,540 1,081,574 1,006,018 Revenue 248,349 216,723 599,814 1,006,032 911,985 Profit/(Loss) before taxation 5,821 (6,936) (772,644) 130,746 71,099 Earnings/(Loss) per share (sen) 0.53 1.43 (124.50) 15.83 18.29 COMPANY Property, plant and equipment 1,699 1,971 2,392 2,937 2,733 Shareholders’ fund 320,195 343,081 333,407 798,104 805,857 Revenue 3,496 1,646 2,199 12,626 66,384 Profit/(Loss) before taxation (23,142) 5,744 (466,782) 12,033 35,609 Earnings/(Loss)Per Share (sen) Revenue (RM’000) Property, Plant and Equipment (RM’000) Profit/(Loss) before Taxation (RM’000) ANNUAL REPORT 2008 5 profile of board of directors Tan Sri Dato’ (Dr) Ir Chan Ah Chye @ Chan Chong Yoon Executive Chairman Malaysian, aged 62, Executive Chairman since 27 March 2002 joined the Board of Talam Corporation Berhad (“Talam”) on 6 November 1990. He is also currently an Executive Director (President/Chief Executive) of Kumpulan Europlus Berhad. He graduated with a Bachelors Degree in Civil Engineering from the University of Malaya in 1970 and is a member of the Institution of Engineers, Malaysia since 1974 and was subsequently made a Fellow in 1984. He has over 37 years of experience in the property and construction industry since he started his career with Messrs Binnie & Partners (M) Sdn Bhd and later joined Perbadanan Kemajuan Negeri Selangor in 1971 as a Project Manager handling project designs, management and property development. Tan Sri was awarded the prestigious “Property Man of the Year 1998” by Federation Internationale Des Professions Immobilieres (“FIABCI”) in recognition of his achievements in property development. Tan Sri was conferred the Honorary Doctorate of Science (Engineering) by the University Malaya on 11 August 2003. Tan Sri is the spouse of Puan Sri Datin Thong Nyok Choo, a major shareholder of Talam. He has direct and deemed interest in Kumpulan Europlus Berhad, a major shareholder of Talam. There is no conflict of interest with the Company except for those transactions disclosed in item 2, page 21 of the Additional Compliance Information and Note 46 to the Financial Statements of this Annual Report. Within the last 10 years, he has no convictions for offences. He has attended all the ten (10) Board of Directors’ meetings held during the financial year ended 31 January 2008. Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj Deputy Chairman Malaysian, aged 58, Independent Non Executive Director joined the Board of Talam as Deputy Chairman on 22 December 2000. He is a member of the Audit Committee and was redesignated as a member of the Nomination & Remuneration Committee on 1 October 2007. He is currently a director of Cosway Corporation Berhad and Baneng Holdings Berhad. Since 1970, Y.A.M. Tengku Sulaiman Shah became actively involved in business particularly in building construction and housing development. Y.A.M. Tengku Sulaiman Shah with his other partners formed Syarikat Pembinaan Setia Sdn Bhd (now known as SP Setia Berhad) and in 1997, he relinquished his position and sold off all his shares in SP Setia Berhad. In 1970 Y.A.M. Tengku Sulaiman Shah was appointed as the State Palace’s Officer which carries the title “Tengku Panglima Besar of Selangor” by His Royal Highness, the Sultan of Selangor Sultan Salahuddin Abdul Aziz Shah. In 1978 Y.A.M. Tengku Sulaiman Shah was then promoted as the Chief of Ceremony for the State of Selangor which carries the title “Tengku Panglima DiRaja Selangor” until today. Y.A.M. Tengku Sulaiman Shah is also a member of The Council of Royal Court of Selangor (Ahli Dewan DiRaja Selangor). He has no family relationship with any other directors or major shareholders of the Company. There is no conflict of interest with the Company. Within the last 10 years, he has no convictions for offences. He has attended six (6) out of ten (10) Board of Directors’ meetings held during the financial year ended 31 January 2008. 6 TALAM CORPORATION BERHAD (1120-H) profile of board of directors Datuk Ab Rauf Bin Yusoh Non Independent Executive Director Malaysian, aged 46, Non Independent Executive Director, joined the Board of Talam on 28 February 2002 as a Non Independent Non Executive Director and was redesignated as an Executive Director on 1 October 2007. He was formerly a Director of Europlus Berhad (“Europlus”) from October 1998 until 28 February 2002 and Senior Vice President of Europlus until 1 January 2004. He was appointed as a Senior Vice President of Kumpulan Europlus Berhad on 1 January 2004. He was a founder Director of Asia Lab Sdn Bhd. He has no family relationship with any other directors or major shareholders of the Company. There is no conflict of interest with the Company. Within the last 10 years, he has no convictions for offences. He has attended nine (9) out of ten (10) Board of Directors’ meetings held during the financial year ended 31 January 2008. Dato’ Kamaruddin Bin Mat Desa Independent Non Executive Director Malaysian, aged 57, Independent Non Executive Director, joined the Board of Talam on 1 October 2007. He is also a member of the Audit Committee. He holds a Bachelor of Laws (Hons) from International Islamic University, Petaling Jaya, Selangor (1993) and currently an Advocate and Solicitor, High Court of Malaya. Dato’ Kamaruddin had extensive experience in the Royal Malaysian Police Force. During his distinguished career, he held positions such as General Duty/Traffic, Platoon Commander, Police Field Force, Office in-charge of Police Sub-District, Area Inspector, State Traffic Chief Selangor, Deputy OCPD, Staff Officer (Prosecution) Session Court (Selangor), Staff Officer (Admin) CID Selangor, Police Secretary/Special Officer to IGP, Officer in-charge Criminal Investigation Department, Deputy Chief Police Officer and Deputy Director, Commercial Crime Investigation Department. He is currently a Partner in a law firm, Faridzah & Co. He has no family relationship with any other directors or major shareholders of the Company. There is no conflict of interest with the Company. Within the last 10 years, he has no convictions for offences. He has attended all the three (3) Board of Directors’ meetings held during his tenure in office for the financial year ended 31 January 2008. ANNUAL REPORT 2008 7 profile of board of directors Tsen Keng Yam Independent Non Executive Director Malaysian, aged 58, Independent Non Executive Director, joined the Board of Talam on 30 April 2004. He was redesignated as the Chairman of the Audit Committee and appointed as the Chairman of the Nomination & Remuneration Committee on 1 October 2007. He is also currently a Director of Riverview Rubber Estates Berhad and Narlborough Plantations Plc. He is a Fellow of the Institute of Chartered Accountants (England and Wales) and a member of Malaysian Institute of Accountants and Malaysian Institute of Certified Public Accountants. In 1978, he joined Hanafiah Raslan & Mohamed as a consultant and was subsequently promoted to Senior Consultant in 1980. He was a principal of Hanafiah Raslan & Mohamed from 1984 to 1987 and was a partner of Arthur Andersen & Co.