www.talam.com.my ANNUAL REPORT 2006 Contents 2 Corporate Structure 30 Statement on Internal Control 153 Analysis of Irredeemable Convertible Preference 4 Corporate Information 32 Audit Committee Report Shareholdings 5 Financial Highlights 36 Statement of Directors’ 155 Notice of Annual General Responsibility in relation to Meeting 6 Profile of Board of Directors the Financial Statements 160 Statement Accompanying 12 Chairman’s Statement 37 Financial Statements Notice of Annual General Meeting 14 Review of Operations 139 List of Properties 161 Notice of Nomination 20 Statement on Corporate 149 Statement on Directors’ Governance Interests Proxy Form 24 Additional Compliance 150 Analysis of Shareholdings Information ANNUAL REPORT 2006 CORPORATE STRUCTURE 97.44% 2 ANNUAL REPORT 2006 as at 13 September 2006 3 ANNUAL REPORT 2006 CORPORATE INFORMATION BOARD OF DIRECTORS COMPANY SECRETARY Tan Sri Dato’ (Dr) Ir Chan Ah Chye @ Chan Chong Yoon Leow Chi Lih Executive Chairman (MIA 11371) Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj PRINCIPAL BANKERS Deputy Chairman Independent Non-Executive Director Malayan Banking Berhad EON Bank Berhad Datuk Ab Rauf Bin Yusoh Non-Independent Non-Executive Director REGISTERED OFFICE Lai Moo Chan Independent Non-Executive Director Suite 2.05, Level 2 Menara Maxisegar Jalan Pandan Indah 4/2 Sulaiman Hew Bin Abdullah Pandan Indah Independent Non-Executive Director 55100 Kuala Lumpur Tel no.: 03-42962000 Tsen Keng Yam Fax no.: 03-42977220 Independent Non-Executive Director Website: www.talam.com.my Customer Service Action Centre AUDIT COMMITTEE Tel: 03-42943388 Fax: 03-42805035 Lai Moo Chan Chairman SHARE REGISTRAR Tsen Keng Yam Member Securities Services (Holdings) Sdn Bhd Level 7, Menara Milenium Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Jalan Damanlela Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj Pusat Bandar Damansara Member Damansara Heights 50490 Kuala Lumpur Tel no: 03-20849000 NOMINATION COMMITTEE Fax no: 03-20949940/03-20950292 Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj AUDITORS Chairman Ernst & Young Lai Moo Chan Member STOCK EXCHANGE LISTING Sulaiman Hew Bin Abdullah Member Listed on Main Board of Bursa Malaysia Securities Berhad REMUNERATION COMMITTEE Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj Chairman Lai Moo Chan Member Tsen Keng Yam Member 4 ANNUAL REPORT 2006 FINANCIAL HIGHLIGHTS 2006 2005 2004 2003 2002 RM’000 RM’000 RM’000 RM’000 RM’000 GROUP Property, plant and equipment 221,819 252,852 275,225 287,439 292,571 Shareholders’ Fund 323,588 1,071,615 1,006,018 575,137 545,414 Revenue 599,814 1,006,032 911,985 897,003 772,529 (Loss)/Profit before taxation (780,290) 130,746 71,099 58,333 45,891 (Loss)/Earnings per share (sen) (125.76) 15.83 18.29 16.02 12.05 COMPANY Property, plant and equipment 2,392 2,937 2,733 2,685 6,644 Shareholders’ Fund 333,407 798,104 805,857 401,007 396,844 Revenue 2,199 12,626 66,384 55,774 53,128 (Loss)/Profit before taxation (466,782) 12,033 35,609 15,804 11,184 5 ANNUAL REPORT 2006 PROFILE OF BOARD OF DIRECTORS Tan Sri Dato’ (Dr) Ir Chan Ah Chye @ Chan Chong Yoon Y.A.M. Tengku Sulaiman Shah Al-Haj Ibni Al-Marhum Sultan Salahuddin Abdul Aziz Shah Al-Haj 6 ANNUAL REPORT 2006 PROFILE OF BOARD OF DIRECTORS (Contd.) TAN SRI DATO’ (DR) IR CHAN AH CHYE @ CHAN CHONG YOON Malaysian, aged 60, 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 and a Director of Kumpulan Hartanah Selangor 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 34 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, the President/Chief Executive and 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, pages 24 to 27 of the Additional Compliance Information and Note 44 to the Financial Statements of this Annual Report. Within the last 10 years, he has no convictions for offences. He has attended all the eight (8) Board of Directors’ meetings held during the financial year ended 31 January 2006. Y.A.M. TENGKU SULAIMAN SHAH AL-HAJ IBNI AL-MARHUM SULTAN SALAHUDDIN ABDUL AZIZ SHAH AL-HAJ Malaysian, aged 56, Independent Non Executive Director joined the Board of Talam as Deputy Chairman on 22 December 2000. He also serves Talam as Chairman of the Remuneration Committee and Nomination Committee and a member of the Audit Committee. He is currently a director of Cosway Corporation 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. 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 five (5) out of eight (8) Board of Directors’ meetings held during the financial year ended 31 January 2006. 7 ANNUAL REPORT 2006 PROFILE OF BOARD OF DIRECTORS (Contd.) Lai Moo Chan Datuk Ab Rauf Bin Yusoh 8 ANNUAL REPORT 2006 PROFILE OF BOARD OF DIRECTORS (Contd.) LAI MOO CHAN Malaysian, aged 62, Independent Non Executive Director, joined the Board of Talam on 21 November 1998. He also serves Talam as the Chairman of the Audit Committee and a member of the Remuneration Committee and Nomination Committee. On 31 December 2002, he was redesignated and is currently an Independent Non Executive Director of Ho Hup Construction Company Berhad (“Ho Hup”). He has more than 42 years of experience in the construction industry since joining Ho Hup in 1964 where he was involved in the management, development, growth, expansion, planning, operation and financial aspects of Ho Hup. He has also held various positions in Master Builders Association Malaysia (MBAM) since 1986 and is the Past President of MBAM. 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 eight (8) Board of Directors’ meetings held during the financial year ended 31 January 2006. DATUK AB RAUF BIN YUSOH Malaysian, aged 44, Non Independent Non Executive Director joined the Board of Talam on 28 February 2002. 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 six (6) out of eight (8) Board of Directors’ meetings held during the financial year ended 31 January 2006. 9 ANNUAL REPORT 2006 PROFILE OF BOARD OF DIRECTORS (Contd.) Sulaiman Hew Bin Abdullah Tsen Keng Yam 10 ANNUAL REPORT 2006 PROFILE OF BOARD OF DIRECTORS (Contd.) SULAIMAN HEW BIN ABDULLAH Malaysian, aged 56, Independent Non Executive Director joined the Board of Talam on 8 February 2002. He also serves Talam as a member of the Nomination Committee. He was a Director of Europlus Berhad from 14 November 1989 until 8 February 2002. He is presently the managing partner in the legal firm of Messrs Hamzah Sulaiman & Partners. He was called to the Malaysian Bar in 1975 and has been in legal practice since then. 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 not been convicted for any offence. He has attended seven (7) out of eight (8) Board of Directors’ meetings held during the financial year ended 31 January 2006.