DINDINGS DINDINGS CONTENTS 2 75 Corporate Information Statement on Risk Management and Internal Control 4 81 Board of Directors Reports and Financial Statements 5 182 Directors’ Profile Analysis of Shareholdings 14 185 Key Senior Management Profile Analysis of RCULS Holdings 20 187 Chairman’s Statement Analysis of Warrant Holdings 22 189 Management Discussion and List of Properties Analysis 25 194 Sustainability Report Notice of Annual General Meeting 55 199 Group Financial Highlights Statement Accompanying Notice of Annual General Meeting 56 Corporate Governance Overview Form of Proxy Statement 69 Additional Compliance Information 71 Audit & Risk Management Committee Report CORPORATE INFORMATION Board of Directors Remuneration Committee Tun Arshad bin Ayub Tun Arshad bin Ayub (Chairman and Non-Independent Non-Executive Director) (Chairman and Non-Independent Non-Executive Director) Teh Wee Chye Datuk Oh Chong Peng (Managing Director) (Senior Independent Non-Executive Director) Datuk Oh Chong Peng Prakash A/L K.V.P Menon (Senior Independent Non-Executive Director) (Non-Independent Non-Executive Director) Dato’ Wira Zainal Abidin bin Mahamad Zain Teh Wee Chye (Independent Non-Executive Director) (Managing Director) Prakash A/L K.V.P Menon (Non-Independent Non-Executive Director) Secretary Quah Poh Keat Mah Wai Mun (Independent Non-Executive Director) MAICSA 7009729 SSM PC No. 202008000785 Prof. Datin Paduka Setia Dato’ Dr Aini binti Ideris (Independent Non-Executive Director) Registered Office & Dato’ Maznah binti Abdul Jalil Head Office (Independent Non-Executive Director) 22nd Floor, Wisma MCA Azhari Arshad 163 Jalan Ampang, 50450 Kuala Lumpur (Executive Director) Tel. No: 03-2170 0999 Fax No: 03-2170 0888 Lim Pang Boon Website: www.mfm.com.my (Executive Director) Email: [email protected] Audit & Risk Share Registrar Management Committee Boardroom Share Registrars Sdn Bhd Datuk Oh Chong Peng Registration No. 199601006647 (378993-D) 11th Floor, Menara Symphony (Chairman and Senior Independent Non-Executive Director) No. 5, Jalan Prof. Khoo Kay Kim Tun Arshad bin Ayub Seksyen 13, 46200 Petaling Jaya (Non-Independent Non-Executive Director) Selangor Darul Ehsan Tel. No: 03-7890 4700 Dato’ Wira Zainal Abidin bin Mahamad Zain Fax No: 03-7890 4670 (Independent Non-Executive Director) Quah Poh Keat Factories (Independent Non-Executive Director) Jalan David Sung, Batu Undan 32200 Lumut, Perak Darul Ridzuan Nomination Committee Lot 133, Jalan Pukal Dato’ Wira Zainal Abidin bin Mahamad Zain Pasir Gudang Industrial Estate 81700 Pasir Gudang, Johor Darul Takzim (Chairman and Independent Non-Executive Director) Tun Arshad bin Ayub Branches (Non-Independent Non-Executive Director) PULAU PINANG Datuk Oh Chong Peng 4557, Jalan Heng Choon Thian (Senior Independent Non-Executive Director) 12000 Butterworth, Pulau Pinang Prakash A/L K.V.P Menon PERAK (Non-Independent Non-Executive Director) B-1-1, Kompleks Falim Prof. Datin Paduka Setia Dato’ Dr Aini binti Ideris Laluan Falim 3, Taman Falim Indah 30200 Ipoh, Perak Darul Ridzuan (Independent Non-Executive Director) 2 ANNUAL REPORT 2020 - Malayan Flour Mills Berhad MELAKA Principal Bankers 81-1, Jalan MP1 Taman Merdeka Permai Alliance Bank Malaysia Berhad 75350 Batu Berendam, Melaka Registration No. 198201008390 (88103-W) JOHOR Bangkok Bank Berhad Lot 133, Jalan Pukal Registration No. 199401014060 (299740-W) Pasir Gudang Industrial Estate 81700 Pasir Gudang, Johor Darul Takzim MUFG Bank (Malaysia) Berhad Registration No. 199401016638 (302316-U) KELANTAN Lot 4045, Blok C, No. 4 Jalan 1/44 Coöperatieve Rabobank U.A. Pengkalan Chepa, Mukim Panchor Singapore Branch Daerah Kemumin Registration No. UEN: S86FC3634A 16100 Kota Bahru, Kelantan Darul Naim Hong Leong Bank Berhad PAHANG Registration No. 193401000023 (97141-X) A1, Jalan Seri Setali 1 Taman Tunas Manja HSBC Bank Malaysia Berhad 25300 Kuantan, Pahang Darul Makmur Registration No. 198401015221 (127776-V) Malayan Banking Berhad Subsidiaries Registration No. 196001000142 (3813-K) OCBC Bank (Malaysia) Berhad Vimaflour Ltd Registration No. 199401009721 (295400-W) MFM International Ltd AmBank Islamic Berhad Registration No. 199401009897 (295576-U) Mekong Flour Mills Ltd Sumitomo Mitsui Banking Corporation MFM Ltd Malaysia Berhad Dindings Supreme Sdn Bhd Registration No. 201001042446 (926374-U) Registration No. 202101004006 (1404305-K) United Overseas Bank (Malaysia) Berhad Dindings Poultry Development Centre Sdn Bhd Registration No. 199301017069 (271809-K) Registration No. 198901002738 (180044-A) Dindings Poultry Processing Sdn Bhd Stock Exchange Listing Registration No. 198501012354 (144808-P) Bursa Malaysia Securities Berhad Dindings Soya & Multifeeds Sdn Berhad Registration No. 200301033577 (635998-W) Registration No. 197701003866 (34884-U) - Main Market Premier Grain Sdn Bhd Sector: Consumer Products & Services Registration No. 200601034320 (754079-T) Sub Sector: Food & Beverages AVIOTA Sdn Bhd Stock Name: MFLOUR Registration No. 201601042871 (1213813-D) Dindings Grand Parent Farm Sdn Bhd Stock Code: 3662 Registration No. 198501012507 (144962-W) Dindings Broiler Breeder Farm Sdn Bhd Solicitors Registration No. 198801005243 (172600-T) Isharidah, Ho, Chong & Menon MFM Feedmill Sdn Bhd Registration No. 198801005258 (172615-X) Muda Fibre Manufacturing Sdn Bhd Auditors Registration No. 197901004586 (48785-V) KPMG PLT MFM Property Sdn Bhd Registration No. 198801009334 (176691-P) Semakin Dinamik Sdn Bhd Registration No. 198901008231 (185533-V) Syarikat Pengangkutan Lumut Sdn Bhd Registration No. 197901007050 (51336-M) ANNUAL REPORT 2020 - Malayan Flour Mills Berhad 3 BOARD OF DIRECTORS From top left: From bottom left: Mr Azhari Arshad Prof. Datin Paduka Setia Dato’ Dr Aini binti Ideris Mr Quah Poh Keat Mr Teh Wee Chye Mr Lim Pang Boon Tun Arshad bin Ayub Mr Prakash A/L K.V.P Menon Datuk Oh Chong Peng Dato’ Wira Zainal Abidin bin Mahamad Zain Dato’ Maznah binti Abdul Jalil 4 ANNUAL REPORT 2020 - Malayan Flour Mills Berhad DIRECTORS’ PROFILE Tun Arshad bin Ayub Mr Teh Wee Chye (Non-Independent Non-Executive Chairman) (Managing Director) Tun Arshad bin Ayub (Male), aged 92, a Malaysian, Mr Teh Wee Chye (Male), aged 67, a Malaysian, was was appointed to the Board of the Company on appointed to the Board as an Executive Director of 30 August 2002 and is presently the Chairman the Company on 19 June 1989 and is presently the of the Company. He is also the Chairman of the Managing Director of the Company. He is also a Remuneration Committee as well as member of member of the Remuneration Committee of the the Audit & Risk Management and Nomination Company. He holds a Bachelor of Science Degree Committees of the Company. He graduated with in Naval Architect and Marine Engineering and a Diploma in Agriculture in 1954 from College of a Master’s Degree in Ship Building and Shipping Agriculture, Serdang and pursued his Bachelor Management from the Massachusetts Institute of Science Degree in Economics with Statistics of Technology, USA. In the summer of 1974, he at the University College of Wales, Aberystwyth received his training at the American Bureau of in the United Kingdom in 1958 and also Diploma Shipping Research & Development Department, in Business Administration (IMEDE), Lausanne, New York. Upon graduation in 1975 he was Switzerland in 1964. He has a distinguished career employed as an Engineer with Eastern Steamship in the Malaysian Civil Service. Among the top (S) Pte Ltd, Singapore. He joined Malayan Flour posts he held were First Director, Mara Institute of Mills Berhad in 1976 as the Deputy Mill Manager Technology (1965-1975), Deputy Governor of Bank and was promoted as the Plant Manager in 1978. Negara Malaysia (1975-1977), Deputy Director- He was appointed as the Project Manager in 1979 General in the Economic Planning Unit of the Prime in charge of the Company’s entire expansion Minister’s Department (1977-1978) and Secretary- plans. He is also a director of Seu Teck Sean Tong General in the Ministry of Primary Industries (1978), Charitable Organisation Berhad. He is a major Ministry of Agriculture (1979-1981) and Ministry shareholder of the Company. of Land and Regional Development (1981-1983). Presently, he sits on the Board of Karex Berhad. Mr He has attended all the 8 Board meetings held Azhari Arshad who is an Executive Director of the during the financial year. He is deemed interested in Company is his son. He has no family relationship various related party transactions with the Group. with the other Directors and/or major shareholder of the Company. He has attended all the 8 Board meetings held during the financial year. He has no conflict of interest with the Company. ANNUAL REPORT 2020 - Malayan Flour Mills Berhad 5 DIRECTORS’ PROFILE (CONT’D) Datuk Oh Chong Peng (Senior Independent Non-Executive Director) Datuk Oh Chong Peng (Male), aged 76, a Malaysian, His past appointments included being a was appointed to the Board of the Company on 20 Government appointed Chairman of the Labuan August 2008 and is presently the Chairman of the Financial Services Authority (1996-2020), Audit & Risk Management Committee and a member Government appointed Committee Member of of the Nomination and Remuneration Committees the Kuala Lumpur Stock Exchange (1990-1996), of the Company. He is a Fellow of the Institute a Council member (1981-2002), a past President of Chartered Accountants in England and Wales of the MICPA (1994-1996) and a board member (“ICAEW”) as well as a member of the Malaysian of Malaysian Accounting Standards Board (2003- Institute