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annual report | 2012 Gunung Capital Berhad (330171-P) 28 ADDITIONAL COMPLIANCE INFORMATION (cont’d) 9. Profit Estimate, Forecast or Projection The Company and its subsidiaries did not release any profit estimate, forecast or projection and there was no variation in results by 10% or more between the audited and the unaudited results announced during the financial year ended 31 December 2012. 10. Profit Guarantees During the financial year, there were no profit guarantees given by the Company. 11. Recurrent Related Party Transactions ("RRPT") of a Revenue or Trading Nature The Gunung Capital Berhad (“GCB”) had at the 17th Annual General Meeting held on 8 June 2012 obtained shareholders’ mandate for its subsidiary company, Gunung Resources Sdn Bhd (“GRSB”) to enter into recurrent transactions of a revenue or trading nature, which are necessary for its day to day operations and are in the ordinary course of business, with related party. The aggregate value of the recurrent transactions of a revenue or trading nature conducted during the financial year under review between subsidiary company with related party are set out below:- Nature of transaction Related party Interested party and the relationship Charter of vehicles by GRSB to KCSB • Korakan Corporation Sdn Bhd (“KCSB”) • Dato’ Syed Abu Husin bin Hafiz Syed Abdul Fasal, a Director/CEO and Major Shareholder of GCB and GRSB. He has an interest of 19.92% in GCB • Dato’ Syed Abu Husin bin Hafiz Syed Abdul Fasal is also a Director and indirect Major Shareholder of KCSB. He has an indirect interest of 80.0% in KCSB Aggregate value during the financial year ended 31 December 2012 RM5,040,000
STATEMENT ON INTERNAL CONTROL AND RISK MANAGEMENT RESPONSIBILITY OF THE BOARD The Board of the Directors (“Board”) is responsible for Gunung Capital Berhad (“GCB”) and its subsidiary companies (“Gunung Group”) system of internal control to safeguard stakeholders’ interests and Gunung Group’s assets as prescribed by the Malaysian Code on Corporate Governance. The Board acknowledges that the system of internal controls is designed to help manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement, loss and fraud. INTERNAL CONTROL ENVIRONMENT ELEMENTS The Board recognizes the importance of key internal control environment elements that set the tone of Gunung Group. It is the foundation of all other components of internal control, providing the discipline and structure. It influences the control consciousness of the employees in Gunung Group. In recognising the importance of control environment in the overall governance process, the Board of GCB has instituted the following: Board and Board Committees • Appointment of 3 Independent Non-Executive Directors who are to ensure that strategies proposed are fully discussed and evaluated. • Appointment of Board Committees, including Audit Committee to assist the Board in overseeing the overall management of principal areas of risk and evaluate the adequacy and effectiveness of the Risk Management and internal control systems. Whilst the Nomination and Remuneration Committee have been delegated with specific responsibilities with terms of reference, these Committees have the authority to examine all matters within their scope of responsibility and report back to the Board with their recommendations for the Board’s decision. Organisational Structure • The organisational structure of Gunung Group is clear and detailed, defining the roles and responsibilities of the various Committees of the Board, Management of the Corporate Office and subsidiary companies. • Appointment of Chief Executive Officer (“CEO”) on the Board of the operating subsidiary companies within Gunung Group. The MD/CEO’s appointment, roles and responsibilities, and authority limits are set by the respective Boards. Risk Management Risk Management is regarded as an integral part of the management process and the process of continual improvement. The key objectives of Gunung Group’s risk management are as follows: • Optimise return to shareholders and protect the interests of other stakeholders. • Safeguard Gunung Group’s assets . • Improve Gunung Group’s operating performance. • Fulfill Gunung Group’s strategic objectives. • Ensure appropriate and timely responses to changes in the environment that affect Gunung Group’s ability to achieve its objectives. • Reduce risks of material misstatement in official announcements and financial statements. • Comply with the Malaysian Code of Corporate Governance , the relevant laws and requirements. Gunung Capital Berhad (330171-P) 29 annual report | 2012
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Notes:- 1. A member of the Company,
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