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®<br />
<strong>LB</strong><br />
ALUMINIUM<br />
BERHAD<br />
(138535-V)<br />
Lot 11, Jalan Perusahaan 1<br />
Kawasan Perusahaan Beranang<br />
43700 Beranang, Semenyih<br />
Selangor Darul Ehsan<br />
Tel : 03 – 8723 8822 (15 lines)<br />
Fax: 03 – 8723 3191 (General)<br />
03 – 8723 7272 (Sales)<br />
www.lbalum.com<br />
2004<br />
annual report<br />
®<br />
<strong>LB</strong><br />
ALUMINIUM<br />
BERHAD<br />
(138535-V)
COVER RATIONALE<br />
CONTENTS<br />
pg1 Mission Statement<br />
pg2 Corporate Profile<br />
pg3 Notice of Annual General Meeting<br />
pg5 Statement Accompanying Notice of Annual General Meeting<br />
pg6 Board of Directors/Corporate Information<br />
pg8 Profile of the Board of Directors<br />
pg13 Financial Highlights<br />
pg14 Statement on Corporate Governance<br />
pg19 Additional Compliance Information<br />
pg20 Statement on Internal Control<br />
Set against a silhouette background of the Company’s<br />
production facilities, <strong>LB</strong> ALUMINIUM BERHAD’S<br />
new office building which is a picture of modern<br />
architecture complete with tropical ambience is<br />
featured on this year annual report. The building’s<br />
concept and its abundance use of aluminium<br />
extrusion reinforce the Company’s position as<br />
<strong>Malaysia</strong>’s leading aluminium extrusion manufacturer.<br />
From the reception with an atrium that reaches up to<br />
the sky, to the offices that surround a central<br />
landscape courtyard, the building is an oasis of<br />
natural sunlight as well as a showcase for the<br />
versatility and exquisite finishing of aluminium<br />
extrusions.<br />
pg22 Audit Committee Report<br />
pg24 Chairman’s Statement<br />
pg26 Managing Director’s Operations Review<br />
pg30 Branch Network<br />
pg31 Financial Statements<br />
pg77 List of Properties<br />
pg80 Substantial Shareholders<br />
pg81 Substantial Warrantholders<br />
pg82 Shareholdings’ Statistics<br />
Proxy Form
MISSION STATEMENT<br />
• To ensure TOTAL CUSTOMER SATIS<strong>FA</strong>CTION<br />
by providing products that meet customers’ stringent<br />
quality requirements and international product<br />
specification standards, besides providing timely<br />
delivery and the most personalised services.<br />
• To safeguard SHAREHOLDERS’ INTERESTS<br />
and ensure satisfactory returns to shareholders by<br />
managing all our resources in the most effective and<br />
efficient manner.<br />
• To consistently nurture our long-term goal of<br />
stimulating and promoting the usage of this MOST<br />
ENVIRONMENTAL FRIENDLY PRODUCT –<br />
ALUMINIUM – to a level comparable as that in<br />
advanced countries.<br />
pg.1
pg.2<br />
RHB Training Centre – Bangi, Selangor.<br />
CORPORATE PROFILE<br />
Volvo Showroom & Sales<br />
– Jalan Sg. Besi, Kuala Lumpur.<br />
Yayasan Tun Abdul Razak<br />
– Jalan Bukit Bintang, Kuala Lumpur.<br />
Incorporated<br />
in 1985, <strong>LB</strong> Aluminium Berhad is<br />
today the largest supplier of aluminium extrusion<br />
products in <strong>Malaysia</strong> and one of the largest aluminium<br />
extrusion manufacturers in South-East Asia.<br />
<strong>LB</strong> Aluminium Berhad is listed on the Main Board of <strong>Bursa</strong> <strong>Malaysia</strong> Securities<br />
Berhad and has been a public listed company since 1994. The Company’s<br />
consolidated shareholders’ funds as at 30 April 2004 stood at RM135.8 million with total<br />
number of shareholders exceeding 3,500. For the financial year ended 30 April 2004, the<br />
Company posted a group turnover of RM202.4 million.<br />
The Company’s production facilities are located on a 14-acre site in Beranang in the state of<br />
Selangor and within a thirty (30) minute drive from the Kuala Lumpur International Airport. Our<br />
integrated production facilities include nine (9) extrusion presses with annual production capacity of<br />
27,600 metric tonnes. To complement the aesthetics finishing of the extrusion products, we have the<br />
first and only fully automated vertical anodising plant in <strong>Malaysia</strong> with a monthly capacity of up to 1,400<br />
metric tonnes. In addition to the anodising plant, we have a fully integrated powder coating line as<br />
well as a fluorocarbon painting line, computerized die-mould manufacturing and design machining<br />
centers, cad-cam aluminium profiles precision drawings and designs, and a test-rig.<br />
We pride ourselves in constantly upgrading the quality of our products to meet the changing needs<br />
of our customers and society. Achievement of the highest standards of excellence like the<br />
MS ISO 9001:2000 standard and UKAS Accreditation certification bear testimony to our strive<br />
to excel in our industry.<br />
<strong>LB</strong> Aluminium Berhad has an extensive branch network with sales outlets cum<br />
warehouses in the major cities and towns in Peninsular and East <strong>Malaysia</strong> and<br />
Singapore. Our growing export markets include Sri Lanka, Mauritius,<br />
United Kingdom, Australia, Hong Kong, New Zealand, Pakistan,<br />
Philippines, USA, Thailand, Brunei, Canada, Spain,<br />
Singapore, Maldives, South Africa, Belgium and<br />
Germany.
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the<br />
Company will be held at Ujong Pandang Room, Staffield Country Resort,<br />
Batu 13, Jalan Seremban-Kuala Lumpur (Country Road), 71700 Mantin,<br />
Negeri Sembilan Darul Khusus on Thursday, 28 October 2004<br />
at 10.00 a.m. for the following purposes:-<br />
AGENDA<br />
1. To receive and adopt the audited Financial Statements for the year ended 30 April 2004 and the Reports of<br />
the Directors and Auditors thereon.<br />
2. To declare a first and final tax exempt dividend of 2.85 sen per share in respect of the financial year ended<br />
30 April 2004.<br />
3. To approve the payment of Directors’ Fees amounting to RM100,000.00 for the financial year ended 30 April<br />
2004.<br />
4. To re-elect the following Directors who retire in accordance with Articles 75 and 77 of the Company’s Articles<br />
of Association:-<br />
– Y. Bhg. Dato’ Mohd. Ghazali Bin Mohd. Khalid<br />
– Mr Leow Chong Fatt<br />
– Mr Neoh Lay Keong<br />
5. To re-appoint Messrs. BDO Binder as Auditors and to authorise the Directors to fix their remuneration.<br />
6. As SPECIAL BUSINESS, to consider, and if thought fit, to pass the following as Ordinary Resolutions:-<br />
(i) Authority to issue shares to eligible employees pursuant to the Employee Share Option Scheme.<br />
“THAT pursuant to Section 132D of the Companies Act, 1965, approval be and is hereby given for the<br />
Directors to issue shares in the Company in accordance with the terms and conditions of the Employee<br />
Share Option Scheme approved by the shareholders at the Extraordinary General Meeting held on<br />
8 February 2002, provided that the total number of shares already issued and to be issued shall not<br />
exceed ten (10) per centum of the total issued share capital of the Company for the time being and that<br />
such approval shall continue in force until the conclusion of the next Annual General Meeting of the<br />
Company.”<br />
(ii) Authority to issue shares not exceeding ten (10) per centum of the Issued Capital of the Company.<br />
“THAT pursuant to Section 132D of the Companies Act, 1965, and subject to the approvals of the relevant<br />
governmental/regulatory authorities (if any shall be required), the Directors be and are hereby<br />
empowered to issue shares (other than bonus or rights issue) in the Company from time to time and upon<br />
such terms and conditions and for such purposes as the Directors may deem fit provided that the<br />
aggregate number of shares issued pursuant to the resolution in any one financial year of the Company<br />
(other than by way of bonus or rights issue) does not exceed ten (10) per centum of the issued capital<br />
of the Company for the time being and that the Directors be and are hereby also empowered to obtain<br />
approval from the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad for the listing of and quotation for the additional<br />
shares so issued and that such authority shall continue in force until conclusion of the next Annual General<br />
Meeting of the Company.”<br />
pg.3<br />
(RESOLUTION 1)<br />
(RESOLUTION 2)<br />
(RESOLUTION 3)<br />
(RESOLUTION 4)<br />
(RESOLUTION 5)<br />
(RESOLUTION 6)<br />
(RESOLUTION 7)<br />
(RESOLUTION 8)<br />
(RESOLUTION 9)
pg.4<br />
7. To transact any other ordinary business of the Company of which due notice shall have been given.<br />
BY ORDER OF THE BOARD<br />
NG BEE LIAN<br />
LIM HOOI MOOI<br />
Company Secretaries<br />
Seremban<br />
4 October 2004<br />
NOTICE OF DIVIDEND ENTITLEMENT<br />
NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the shareholders at the Annual General Meeting on 28 October 2004,<br />
the first and final tax exempt dividend of 2.85 sen per share in respect of the financial year ended 30 April 2004 will be payable on<br />
10 November 2004 to Depositors whose names appear in the Record of Depositors on 29 October 2004.<br />
A Depositor shall qualify for entitlement to the dividend only in respect of:-<br />
(a) shares transferred into the depositor’s securities account before 4.00 p.m. on 29 October 2004 in respect of ordinary transfers;<br />
and<br />
(b) shares bought on the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad on a cum entitlement basis according to the rules of the <strong>Bursa</strong> <strong>Malaysia</strong><br />
Securities Berhad.<br />
NOTES:<br />
1. A member of the Company who is entitled to attend and vote at the Meeting is entitled to appoint one or more Proxies to attend and vote in his<br />
stead. Where a member appoints two or more Proxies, the appointment shall be invalid unless he specifies the proportion of his holdings to be<br />
represented by each Proxy. A Proxy need not be a member of the Company but must attend the Meeting in person to vote. The instrument<br />
appointing a Proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation<br />
either under its common seal or under the hands of duly authorised officer or attorney.<br />
2. All forms of Proxy must be deposited at the Company’s Registered Office at No. 275 (1st Floor), Jalan Haruan 1, Oakland Industrial Park, 70200<br />
Seremban, Negeri Sembilan Darul Khusus not less than 48 hours before the time appointed for holding the Meeting or at any adjournment thereof.<br />
3. Explanatory Notes on Special Business<br />
(a) Item 6 (i) of the Agenda – Ordinary Resolution<br />
Authority to issue shares to eligible employees pursuant to the Employee Share Option Scheme<br />
The Ordinary Resolution proposed under item 6 (i) of the Agenda, if passed, is to empower the Directors to issue and allot shares in the Company<br />
pursuant to the terms and conditions of the Employee Share Option Scheme which was approved at the Extraordinary General Meeting held on<br />
8 February 2002.<br />
(b) Item 6 (ii) of the Agenda – Ordinary Resolution<br />
Authority to issue shares not exceeding ten (10) per centum of the Issued Capital of the Company<br />
The Ordinary Resolution proposed under item 6 (ii) of the Agenda, if passed, is to empower the Directors to issue up to a maximum of ten (10)<br />
per centum of the total issued share capital of the Company for the time being without convening a general meeting for such purposes as the<br />
Directors consider would be in the interest of the Company. This authority unless revoked or varied by the Company at a general meeting will<br />
expire at the next Annual General Meeting.
STATEMENT ACCOMPANYING<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
pursuant to paragraph 8.28(2) of the Listing Requirements of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad<br />
1. The name of the Directors who are standing for re-election are as follows:-<br />
Y. Bhg. Dato’ Mohd. Ghazali Bin Mohd. Khalid<br />
Mr Leow Chong Fatt<br />
Mr Neoh Lay Keong<br />
The details of the three (3) Directors seeking re-election are set out in their respective profiles in the Annual Report.<br />
2. The details of attendance of Directors at Board meetings.<br />
During the financial period, eight (8) Board meetings were held.<br />
Name of Directors Attendance<br />
Y. Bhg. Dato’ Mohd. Ghazali Bin Mohd. Khalid 8<br />
Leow Chong Howa 8<br />
Mark Wing Kong 8<br />
Leow Sok Hoon 7<br />
Leow Chong Fatt 8<br />
Yap Chee Woon 8<br />
Neoh Lay Keong 8<br />
Lim Ting @ Lim Ah Ting 8<br />
3. Annual General Meeting of <strong>LB</strong> Aluminium Berhad<br />
Place : Ujong Pandang Room, Staffield Country Resort<br />
Batu 13, Jalan Seremban-Kuala Lumpur<br />
(Country Road), 71700 Mantin<br />
Negeri Sembilan Darul Khusus<br />
Date & Time : 28 October 2004 at 10.00 a.m.<br />
pg.5
pg.6<br />
BOARD OF DIRECTORS<br />
CORPORATE INFORMATION<br />
BOARD OF DIRECTORS<br />
Chairman/Independent<br />
Non-Executive Director<br />
Y. Bhg. Dato' Mohd. Ghazali<br />
Bin Mohd. Khalid<br />
Managing Director<br />
Leow Chong Howa<br />
Executive Director<br />
Mark Wing Kong<br />
Non-Executive Directors<br />
Leow Sok Hoon<br />
Leow Chong Fatt<br />
Yap Chee Woon<br />
Independent Non-Executive<br />
Directors<br />
Neoh Lay Keong<br />
Lim Ting @ Lim Ah Ting<br />
AUDIT COMMITTEE<br />
Independent Non-Executive<br />
Director – Chairman<br />
Neoh Lay Keong<br />
Independent<br />
Non-Executive Director<br />
Lim Ting @ Lim Ah Ting<br />
Executive Director<br />
Mark Wing Kong<br />
REMUNERATION<br />
COMMITTEE<br />
Independent Non-Executive<br />
Director – Chairman<br />
Neoh Lay Keong<br />
Independent<br />
Non-Executive Director<br />
Lim Ting @ Lim Ah Ting<br />
Non-Executive Director<br />
Yap Chee Woon<br />
NOMINATION COMMITTEE<br />
Independent Non-Executive<br />
Director – Chairman<br />
Neoh Lay Keong<br />
Independent<br />
Non-Executive Director<br />
Lim Ting @ Lim Ah Ting<br />
Managing Director<br />
Leow Chong Howa<br />
PRINCIPAL BANKERS<br />
AmBank Berhad<br />
Bumiputra Commerce Bank<br />
Berhad<br />
HSBC Bank <strong>Malaysia</strong> Berhad<br />
Malayan Banking Berhad<br />
Public Bank Berhad<br />
United Overseas Bank (<strong>Malaysia</strong>)<br />
Berhad<br />
United Overseas Bank Limited,<br />
Singapore
SOLICITORS<br />
Shook Lin & Bok<br />
20th Floor, Bangunan<br />
Arab-<strong>Malaysia</strong>n<br />
55, Jalan Raja Chulan<br />
50200 Kuala Lumpur<br />
Soo Thien Ming & Nashrah<br />
Wisma Selangor Dredging<br />
10th Floor, South Block<br />
No. 142-A, Jalan Ampang<br />
50450 Kuala Lumpur<br />
W.K. Yap, Loo & Co.<br />
No. 10-1A, 1st Floor<br />
Jalan Khoo Teik Ee<br />
Off Jalan Imbi<br />
55100 Kuala Lumpur<br />
Gan, Ho & Razlan Hadri<br />
8-01, 8th Floor, Plaza Magnum<br />
No. 128, Jalan Pudu<br />
55100 Kuala Lumpur<br />
Cha & Wong<br />
E-19, (2nd Floor), Jalan 1/21<br />
46000 Petaling Jaya<br />
Selangor Darul Ehsan<br />
CORPORATE ADVISOR<br />
AmMerchant Bank Berhad<br />
22nd Floor, Bangunan<br />
Arab-<strong>Malaysia</strong>n<br />
55, Jalan Raja Chulan<br />
50200 Kuala Lumpur<br />
SECRETARIES<br />
Lim Hooi Mooi<br />
Ng Bee Lian<br />
AUDITORS<br />
BDO Binder<br />
Public Accountants<br />
12th Floor, Menara Uni.Asia<br />
1008, Jalan Sultan Ismail<br />
50250 Kuala Lumpur<br />
REGISTERED OFFICE<br />
No. 275 (1st Floor)<br />
Jalan Haruan 1<br />
Oakland Industrial Park<br />
70200 Seremban<br />
Negeri Sembilan<br />
Tel : 06-7625463<br />
Fax : 06-7629693<br />
From left to right:<br />
Y. Bhg Dato' Mohd. Ghazali Bin Mohd. Khalid<br />
Leow Chong Howa<br />
Mark Wing Kong<br />
left to right:<br />
Leow Chong Fatt<br />
Y. Bhg. Dato' Mohd.<br />
Lim<br />
Ghazali<br />
Ting @<br />
Bin<br />
Lim<br />
Mohd.<br />
Ah Ting<br />
Khalid, Leow Chong Howa,<br />
Mark Wing Kong, Leow<br />
Yap Chee<br />
Chong<br />
Woon<br />
Fatt, Lim Ting @ Lim Ah Ting,<br />
Yap Chee Woon and<br />
Neoh<br />
Neoh<br />
Lay<br />
Lay<br />
Keong<br />
Keong<br />
not in the picture: Leow Leow Sok Sok Hoon Hoon<br />
(not in picture)<br />
SHARE REGISTRAR<br />
Bina Management (M) Sdn Bhd<br />
Lot 10, The Highway Centre<br />
Jalan 51/205<br />
46050 Petaling Jaya<br />
Selangor Darul Ehsan<br />
Tel : 03-77843922<br />
Fax : 03-77841988<br />
HEAD OFFICE<br />
Lot 11, Jalan Perusahaan 1<br />
Kawasan Perusahaan Beranang<br />
43700 Beranang, Semenyih<br />
Selangor Darul Ehsan<br />
STOCK EXCHANGE LISTING<br />
Main Board of <strong>Bursa</strong> <strong>Malaysia</strong><br />
Securities Berhad
pg.8<br />
PROFILE OF THE BOARD OF DIRECTORS<br />
The Board of Directors<br />
comprises a Chairman (who is<br />
also an Independent Non-<br />
Executive Director), a<br />
Managing Director, an<br />
Executive Director and five (5)<br />
Non-Executive Directors, two<br />
(2) of whom are independents.<br />
The Board meets at least<br />
quarterly and additional Board<br />
Meetings are held as and when<br />
required. The Board met eight<br />
(8) times during the financial<br />
year ended 30 April 2004.<br />
Particulars of the Directors are<br />
as follows:-<br />
Y.Bhg. Dato’ Mohd. Ghazali Bin Mohd. Khalid<br />
Age: 57<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification:<br />
Advance Diploma in Business Administration, Ateneo de Manila Graduate School,<br />
Philippines<br />
Position in Board: Chairman/Independent Non-Executive Director<br />
Date of appointment to the Board: 15 June 1995<br />
Working experience and occupation:<br />
– Senior Police Officer, 1970 to 1983<br />
– Special Executive Assistant to Group Chief Executive of General Corporation Berhad,<br />
1983 to 1986<br />
– Executive Director, TDM Berhad and Aokam Perdana Berhad, 1986 to 1992<br />
– Currently, Executive Chairman and Chief Executive Officer of<br />
<strong>Malaysia</strong>n General Investment Corp Berhad<br />
Other Board committee: None<br />
Directorships in other public companies:<br />
Mentiga Corporation Berhad<br />
Super Enterprise Holdings Berhad<br />
Fullmark Manufacturing Berhad<br />
Family relationship with any Director and/<br />
or major shareholder of the Company: None<br />
Any conflict of interest that he has with the Company: None<br />
List of convictions for offences within the past<br />
10 years other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8
Leow Chong Howa<br />
Age: 46<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification: Businessman<br />
Position in Board: Managing Director<br />
Date of appointment to the Board: 16 April 1985<br />
Working experience and occupation:<br />
Managing Director of <strong>LB</strong> Aluminium Berhad since 16 April 1985<br />
Other Board committee:<br />
Nomination Committee and ESOS Committee<br />
Directorships in other public companies: None<br />
Family relationship with any Director and/<br />
or major shareholder of the Company:<br />
Brother of Leow Chong Fatt and Leow Keng Soon and uncle to Leow Sok Hoon<br />
Any conflict of interest that he has with the Company: None<br />
List of convictions for offences within the past<br />
10 years other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8<br />
pg.9
pg.10<br />
Mark Wing Kong Leow Chong Fatt<br />
Age: 45<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification:<br />
Member of <strong>Malaysia</strong>n Institute of Certified Public Accountants<br />
Position in Board: Executive Director<br />
Date of appointment to the Board: 15 March 1997<br />
Working experience and occupation:<br />
– Auditor, Kassim Chan & Co., 1980 to 1986<br />
– Operations Manager, Arab-<strong>Malaysia</strong>n Securities Sdn Bhd,<br />
1986 to 1988<br />
– General Manager (at time of resignation),<br />
Arab-<strong>Malaysia</strong>n Merchant Bank Berhad, 1988 to 1997<br />
Other Board committee:<br />
Audit Committee and ESOS Committee<br />
Directorships in other public companies:<br />
Pheim Unit Trusts Berhad<br />
Family relationship with any Director and/<br />
or major shareholder of the Company: None<br />
Any conflict of interest that he has with the Company:<br />
None<br />
List of convictions for offences within the past 10 years<br />
other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8<br />
Age: 50<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification: Businessman<br />
Position in Board: Non-Executive Director<br />
Date of appointment to the Board: 9 June 1993<br />
Working experience and occupation:<br />
Purchasing Manager, <strong>LB</strong> Aluminium Berhad since 1985<br />
Other Board committee: None<br />
Directorships in other public companies: None<br />
Family relationship with any Director and/<br />
or major shareholder of the Company:<br />
Brother of Leow Chong Howa and Leow Keng Soon<br />
and uncle to Leow Sok Hoon<br />
Any conflict of interest that he has with the Company:<br />
None<br />
List of convictions for offences within the past 10 years<br />
other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8
Leow Sok Hoon<br />
Age: 32<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification:<br />
Advance Diploma, Association of Business Executives (ABE)<br />
Diploma in Business Administration, University of Wales<br />
BA in Business Administration, University of Wales<br />
Position in Board: Non-Executive Director<br />
Date of appointment to the Board: 3 August 1993<br />
Working experience and occupation: Businesswoman<br />
Other Board committee: None<br />
Directorships in other public companies: None<br />
Family relationship with any Director and/<br />
or major shareholder of the Company:<br />
Niece of Leow Chong Howa, Leow Chong Fatt<br />
and Leow Keng Soon<br />
Any conflict of interest that she has with the Company:<br />
None<br />
List of convictions for offences within the past<br />
10 years other than traffic offences, if any:<br />
None<br />
Details of attendance at Board Meetings: 7 out of 8<br />
Yap Chee Woon<br />
Age: 45<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification: Businessman<br />
Position in Board: Non-Executive Director<br />
Date of appointment to the Board: 2 May 1997<br />
Working experience and occupation:<br />
General Manager of <strong>LB</strong> Aluminium Berhad.<br />
With the Group since 1985<br />
Other Board committee:<br />
Remuneration Committee and ESOS Committee<br />
Directorships in other public companies: None<br />
Family relationship with any Director and/<br />
or major shareholder of the Company: None<br />
Any conflict of interest that he has with the Company:<br />
None<br />
List of convictions for offences within the past 10 years<br />
other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8<br />
pg.11
pg.12<br />
Neoh Lay Keong<br />
Age: 46<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification:<br />
BEC Diploma in Business Studies, St. Johns College, England<br />
BA (Hons) in Economics, University of Manchester, England<br />
Position in Board: Independent Non-Executive Director<br />
Date of appointment to the Board: 25 August 1997<br />
Working experience and occupation:<br />
– Manager, RHB Bank Berhad, 1982 to 1990<br />
– Dealers’ Representative with TA Securities Berhad since<br />
1990<br />
Other Board committee:<br />
Audit Committee (Chairman), Nomination Committee (Chairman)<br />
and Remuneration Committee (Chairman)<br />
Directorships in other public companies: None<br />
Family relationship with any Director and/<br />
or major shareholder of the Company: None<br />
Any conflict of interest that he has with the Company:<br />
None<br />
List of convictions for offences within the past 10 years<br />
other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8<br />
Lim Ting @ Lim Ah Ting<br />
Age: 69<br />
Nationality: <strong>Malaysia</strong>n<br />
Qualification:<br />
Passed Chinese SM III (Singapore) in 1954. Passed Teacher’s<br />
Training Course in 1961. Passed S.P.M. in 1970.<br />
Position in Board: Independent Non-Executive Director<br />
Date of appointment to the Board: 25 July 1994<br />
Working experience and occupation:<br />
– Headmaster, SRJK (C) Sin Hua, Negeri Sembilan,<br />
1980 to 1990<br />
– Currently, Executive Secretary for Negeri Sembilan Chinese<br />
School Committee Council and Negeri Sembilan Car Dealer<br />
and Credit Companies Association<br />
– Appointed as an Assistant Registrar for Marriage since 1997<br />
Other Board committee:<br />
Audit Committee, Nomination Committee and Remuneration<br />
Committee<br />
Directorships in other public companies: None<br />
Family relationship with any Director and/<br />
or major shareholder of the Company: None<br />
Any conflict of interest that he has with the Company:<br />
None<br />
List of convictions for offences within the past 10 years<br />
other than traffic offences, if any: None<br />
Details of attendance at Board Meetings: 8 out of 8
FINANCIAL HIGHLIGHTS<br />
Profit Profit Total<br />
Before After Paid-Up Retained Shareholders’ Total<br />
Revenue Taxation Taxation Dividend Capital Profit Equity Assets<br />
Year RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000<br />
Group 2000 126,284 15,952 14,262 1,679 55,972 28,403 86,887 122,263<br />
Group 2001 152,509 15,394 13,164 1,959 65,301 30,279 98,092 180,728<br />
Group 2002 156,345 18,603 18,689 1,972 65,738 47,000 115,393 192,346<br />
Group 2003 161,791 16,055 13,062 3,298 65,955 50,871 119,376 205,082<br />
Group 2004 202,370 15,454 13,770 *3,541 70,619 61,249 135,800 229,408<br />
Denote:<br />
* after bonus issue on 26 August 2004<br />
Revenue<br />
Profit<br />
After<br />
Taxation<br />
RM’000<br />
210 -<br />
180 -<br />
150 -<br />
120 -<br />
90 -<br />
60 -<br />
30 -<br />
0 -<br />
RM’000<br />
21 -<br />
18 -<br />
15 -<br />
12 -<br />
9 -<br />
6 -<br />
3 -<br />
0 -<br />
126,284<br />
152,509<br />
156,345<br />
161,791<br />
202,370<br />
00’ 01’ 02‘ 03‘ 04’<br />
14,262<br />
13,164<br />
18,689<br />
13,062<br />
13,770<br />
00’ 01’ 02‘ 03‘ 04’<br />
RM’000<br />
21 -<br />
18 -<br />
15 -<br />
12 -<br />
9 -<br />
6 -<br />
3 -<br />
0 -<br />
RM’000<br />
150 -<br />
120 -<br />
90 -<br />
60 -<br />
30 -<br />
0 -<br />
15,952<br />
86,887<br />
15,394<br />
98,092<br />
18,603<br />
115,393<br />
16,055<br />
119,376<br />
15,454<br />
00’ 01’ 02‘ 03‘ 04’<br />
135,800<br />
00’ 01’ 02‘ 03‘ 04’<br />
Profit<br />
Before<br />
Taxation<br />
pg.13<br />
Total<br />
Shareholders’<br />
Equity
pg.14<br />
STATEMENT ON CORPORATE GOVERNANCE<br />
The Board of Directors of <strong>LB</strong> Aluminium Berhad remains<br />
committed to the best practices and principles of good corporate<br />
governance as set out in the <strong>Malaysia</strong>n Code on Corporate<br />
Governance (the “Code”) as well as with the Listing Requirements<br />
of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad (“<strong>Bursa</strong> <strong>Malaysia</strong>”). The<br />
Board recognises that good corporate governance is fundamental<br />
to the Board in discharging its fiduciary responsibilities and<br />
enhances high standards of business integrity, business<br />
prosperity and corporate accountability with the ultimate objective<br />
of realising shareholders’ value.<br />
The Board is pleased to provide the following statement, which<br />
outlines the Group’s application of corporate governance<br />
practices throughout the financial year.<br />
THE BOARD OF DIRECTORS<br />
Composition of the Board<br />
The Board currently consists of eight (8) Directors; three (3) of<br />
whom are Independent Non-Executive Directors. The Board<br />
comprises of an appropriate balance with sufficiently diverse<br />
experience required for the effective stewardship of the Group.<br />
The balance of Executive Directors and Non-Executive Directors<br />
(including Independent Non-Executive Directors) is such that<br />
decision made are fully discussed and examined taking into<br />
account the long term interest of shareholders, employees,<br />
customers and the many communities in which the Group<br />
conducts its business.<br />
The Chairman, who is also an Independent Non-Executive<br />
Director, and the Managing Director are individually held by two<br />
(2) persons and their responsibilities respectively are such that<br />
there is balance of power and authority. The presence of the three<br />
(3) Independent Non-Executive Directors also ensure<br />
independence in decision making at Board level.<br />
Where a potential conflict of interest may arise, it is mandatory<br />
practice for the Director concerned to declare his or her interest<br />
and abstain from the decision making process.<br />
No senior Independent Non-Executive Director has been<br />
appointed to whom any concerns pertaining to the Group may be<br />
conveyed as recommended by the Code. Instead, the Board will<br />
shoulder this responsibility collectively.<br />
Directors’ Training<br />
All Directors have attended and successfully completed the<br />
Mandatory Accreditation Programme conducted by the Research<br />
Institute of Investment Analysts <strong>Malaysia</strong>. During the year, the<br />
Directors also attended the Continuing Education Programme for<br />
directors of public listed companies.<br />
Board Meetings<br />
The Board meets every three (3) months in regular Board of<br />
Directors’ meetings during the year to approve the quarterly<br />
results and the audited financial statements on a pre-scheduled<br />
basis. Additional meetings are convened when urgent and<br />
important decisions need to be taken between scheduled<br />
meetings. During the financial year 2004, the Company held<br />
eight (8) meetings of the Board of Directors.<br />
Supply of Information to the Board<br />
To enable the Board to carry out its duties, regular status report<br />
and board papers, including quarterly and year-to-date<br />
performance report are provided to the Board.<br />
All Board members have access to the advice and services of the<br />
Company Secretary and may seek independent professional<br />
advice should the need arise in the furtherance of their duties at<br />
the Company’s expense. Various committees have been set up<br />
to assist the Board in discharging its duties, the details of which<br />
are set out below.<br />
Re-election of Directors<br />
In accordance with the Company’s Articles of Association (the<br />
“Articles”), all Directors who are appointed by the Board are<br />
subject to election by shareholders of the Company at the first<br />
Annual General Meeting after their appointment. The Articles also<br />
provides that one-third of the remaining Directors (including the<br />
Managing Director) will be required to submit themselves for reelection<br />
by rotation at least once every three (3) years at annual<br />
general meeting.<br />
For the forthcoming Annual General Meeting, Y. Bhg. Dato’ Mohd.<br />
Ghazali Bin Mohd. Khalid, Mr Leow Chong Fatt and Mr Neoh Lay<br />
Keong shall retire by rotation, and being eligible, offer themselves<br />
for re-election.
A brief description on the profile of each Director and their<br />
respective attendance in Board Meetings are presented in the<br />
annual report.<br />
THE BOARD COMMITTEES<br />
The Board delegates certain authorities to Board Committees that<br />
operate under clearly defined written terms of reference and<br />
operating procedures duly approved by the Board. The various<br />
Committees report the outcome of their meetings to the Board,<br />
which are then incorporated in the Board’s minutes. Details of the<br />
membership, objectives, duties and responsibilities, authorities<br />
and meetings are set out below:<br />
Nomination Committee<br />
The Nomination Committee comprises of the following members:<br />
Neoh Lay Keong<br />
– Chairman, Independent Non-Executive Director<br />
Lim Ting @ Lim Ah Ting<br />
– Independent Non-Executive Director<br />
Leow Chong Howa<br />
– Managing Director<br />
• The members of the Nomination Committee shall be<br />
appointed by the Board from amongst their number,<br />
consisting wholly or mainly independent non-executive<br />
directors and shall consist of not less than 3 members.<br />
• The members of the Committee shall elect the Chairman from<br />
amongst their member who shall be an Independent Non-<br />
Executive Director.<br />
• If a member of the Committee ceases to be a member with<br />
the result that the number of members is reduced below three<br />
(3), the Board shall within three (3) months of that event,<br />
appoint such number of new members as may be required to<br />
make up the minimum number of three (3) members.<br />
• The Company Secretary shall be the Secretary of the<br />
Committee.<br />
The terms of reference for the Committee are:<br />
• To nominate and recommend to the Board, candidates to be<br />
appointed as Director of the Company.<br />
• To consider in making its recommendations, candidates for<br />
directorships proposed by the Managing Director or by any<br />
other senior executive or any director or shareholder.<br />
• To recommend to the Board, directors to fill the seats on<br />
Board committees.<br />
• To assist the Board in its annual review of its required mix of<br />
skills and experience and other qualities, including core<br />
competencies which non-executive directors should bring to<br />
the Board and to assess the effectiveness of the Board as a<br />
whole, the committees of the Board and the individual director<br />
on an annual basis.<br />
Meetings are to be held as and when necessary. The quorum for<br />
each meeting shall be two (2). During the financial year ended<br />
30 April 2004, one (1) meeting was held which all members of the<br />
Nomination Committee attended. The Committee will decide its<br />
own procedures and other administrative arrangements. Minutes<br />
of each meeting shall be kept by the Secretary as evidence that<br />
the Committee has discharged its functions.<br />
Remuneration Committee<br />
The Remuneration Committee comprises of the following<br />
members:<br />
.<br />
Neoh Lay Keong<br />
– Chairman, Independent Non-Executive Director<br />
Lim Ting @ Lim Ah Ting<br />
– Independent Non-Executive Director<br />
Yap Chee Woon<br />
– Non-Executive Director<br />
pg.15
pg.16<br />
• The members of Remuneration Committee shall be appointed<br />
by the Board from amongst their number, consisting wholly or<br />
mainly independent non-executive directors and shall consist<br />
of not less than 3 members.<br />
• The members of the Committee shall elect the Chairman<br />
amongst their members who shall be an Independent Non-<br />
Executive Director.<br />
• If a member of the Committee ceases to be a member with<br />
the result that the number of members is reduced below three<br />
(3), the Board shall within three (3) months of that event,<br />
appoint such number of new members as may be required to<br />
make up the minimum number of three (3) members.<br />
• The Company Secretary shall be the Secretary of the<br />
Committee.<br />
• Directors do not participate in decisions on their own<br />
remuneration packages.<br />
The Remuneration Committee is responsible for recommending<br />
the remuneration framework for Directors’ as well as the<br />
remuneration packages of executive Directors to the Board.<br />
None of the executive Directors participate in any way in<br />
determining their individual remuneration.<br />
The Board as a whole determines the remuneration of nonexecutive<br />
Directors with individual Directors abstaining from<br />
decisions in respect of their individual remuneration.<br />
The policy practiced on Directors’ remuneration by the<br />
Remuneration Committee is to provide the remuneration<br />
packages necessary to attract, retain and motivate Directors of<br />
the quality required to manage the business of the Company and<br />
to align the interest of the Directors with those of the<br />
shareholders.<br />
Information prepared by independent consultants and survey data<br />
on the remuneration practices of comparable companies are<br />
taken into consideration in determining the remuneration<br />
packages, where necessary.<br />
Meetings are held as and when necessary. The quorum for each<br />
meeting shall be two (2). The Managing Director and/or<br />
Executive Directors shall attend and make presentations at<br />
meetings, whenever business is not related to Executive<br />
Directors’ remuneration. The Committee will decide its own<br />
procedures and other administrative arrangements.<br />
Minutes of each meeting shall be kept by the Secretary as<br />
evidence that the Committee has discharged its functions.<br />
The Remuneration Committee held one (1) meeting, which was<br />
attended by all members, during the financial year to review and<br />
recommend to the Board on the remuneration of the Directors.<br />
Audit Committee<br />
The Audit Committee currently comprises two (2) Independent<br />
Non-Executive Directors and the Executive Director. The<br />
Committee meets not less than four (4) times a year and is<br />
governed by clearly defined terms of reference. In the financial<br />
year ended 30 April 2004, the Committee met on seven (7)<br />
occasions.<br />
The composition of the Committee, terms of reference,<br />
attendance record and its activities are set out in the annual<br />
report.<br />
Recommendations of the Committee are submitted to the Board<br />
for approval.<br />
ESOS Committee<br />
The ESOS Committee was established to administer the <strong>LB</strong><br />
Aluminium Berhad’s Employee Share Option Scheme (“ESOS”) in<br />
accordance with the objectives and regulations as set out in the<br />
ESOS’s Bye-Laws. The members of the Committee are:-<br />
Leow Chong Howa<br />
– Managing Director<br />
Mark Wing Kong<br />
– Executive Director<br />
Yap Chee Woon<br />
– Non-Executive Director
DIRECTORS’ REMUNERATION<br />
The details of the remuneration of Directors for the financial year ended 30 April 2004 are as follows:-<br />
Aggregate remuneration of Directors categorised into appropriate components:<br />
Benefits<br />
Salaries Bonus In-Kind Fees Total<br />
RM’000 RM’000 RM’000 RM’000 RM’000<br />
Executive Directors 939 204 25 24 1192<br />
Non-Executive Directors 449 98 13 76 636<br />
The number of Directors of the Company whose total remuneration fall within the following bands for the financial year ended 30 April<br />
2004 are as follows:-<br />
No. of Directors<br />
Range of remuneration Executive Non-Executive<br />
Below RM50,000 – 4<br />
RM250,001 to RM300,000 – 1<br />
RM300,001 to RM350,000 – 1<br />
RM400,001 to RM450,000 1 –<br />
RM750,001 to RM800,000 1 –<br />
RELATIONSHIP WITH THE AUDITORS<br />
The role of the Audit Committee in relation to the external auditors<br />
is included in the Audit Committee’s terms of reference as<br />
detailed below.<br />
FINANCIAL REPORTING<br />
The Board is responsible for preparing the annual audited financial<br />
statements to shareholders and has taken appropriate steps to<br />
present a balanced and understandable assessment of the<br />
Group’s financial position and prospects. The Chairman’s<br />
statement and Managing Director’s operation review provide<br />
further information on the Group’s activities, business<br />
performance and prospects. The announcements of the quarterly<br />
and annual results are made to the public within the stipulated<br />
time frame after the Audit Committee has reviewed them and<br />
approved by the Board.<br />
STATEMENT ON DIRECTORS’ RESPONSIBILITY<br />
The Directors are required, pursuant to Section 169 of the<br />
Companies Act, 1965 (the “Act”), to draw up financial statements<br />
for each financial year that gives a true and fair view of the state<br />
of affairs of the Company and the Group as at the end of the<br />
accounting period and of their profit and loss and cashflow for the<br />
period then ended. In addition, the Directors have the general<br />
responsibility for taking such steps as they are reasonably open<br />
to them to safeguard the assets of the Group and to prevent fraud<br />
and other irregularities. In preparing the financial statements for<br />
the year ended 30 April 2004, the Directors have:-<br />
(i) adopted the appropriate accounting policies, which are<br />
consistently applied;<br />
(ii) made reasonable and prudent judgments and estimates; and<br />
(iii) ensure that the applicable approved accounting standards in<br />
<strong>Malaysia</strong> and the provisions of the Act are complied with.<br />
The Statement of Directors pursuant to the Act is set out in the<br />
annual report.<br />
pg.17
pg.18<br />
INTERNAL CONTROL<br />
The Statement on Internal Control furnished in the annual report<br />
provides an overview of the state of internal controls within the<br />
Group.<br />
SHAREHOLDERS AND INVESTOR RELATIONS<br />
The Company encourages its shareholders to attend its Annual<br />
General Meeting (“AGM”) usually held in October each year. The<br />
Annual Report and notice of the AGM are sent to all shareholders<br />
in accordance with the provisions of the Listing Requirements.<br />
The notice of AGM is also published in a national newspaper. The<br />
notice would include explanatory statements for proposed<br />
resolutions to facilitate understanding and evaluation of issues<br />
involving the shareholders. The AGM serves as a useful platform<br />
for shareholders to meet and communicate with the Board and<br />
encourages shareholders to participate in any discussion. The<br />
Company’s external auditors and company secretary are also<br />
present to clarify and explain any issues. Normally after the AGM,<br />
the Managing Director and other key senior management would<br />
hold a press conference. Shareholders are also informed and<br />
invited to attend any Extraordinary General Meetings through<br />
circulars and notice of meeting.<br />
The Company also has dialogues with institutional investors, fund<br />
managers and analysts to foster understanding about the Group’s<br />
activities.<br />
In addition, the Group maintains a website, www.lbalum.com,<br />
which provides shareholders and the public in general access to<br />
information about the Group.<br />
Statement made in accordance with a resolution of the<br />
Board of Directors dated 28 July 2004.
ADDITIONAL COMPLIANCE INFORMATION<br />
as at 30 April 2004<br />
The following information is provided in compliance with the<br />
Listing Requirements of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad.<br />
1. DEBT AND EQUITY SECURITIES<br />
The Company has not issued any debt or equity securities<br />
during the financial year under review save for the issue of<br />
4,664,000 new ordinary shares of RM1.00 each that arose<br />
from the exercise of options pursuant to the Company’s<br />
Employee Share Option Scheme implemented on 1 March<br />
2002. No warrant was exercised during the financial year<br />
under review.<br />
2. SHARE BUYBACK<br />
The Company had on 30 April 2001 amended its<br />
Memorandum and Articles of Association in order to comply<br />
with the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad’s Listing<br />
Requirements as well as changes to the Securities Industry<br />
(Central Depository) Act and the Rule of the <strong>Malaysia</strong>n Central<br />
Depository which includes the provision to grant the Company<br />
the required power or authority to purchase its own shares in<br />
the manner provided under the Companies Act, 1965 and the<br />
Listing Requirements.<br />
The Company has not instituted any share buyback scheme<br />
during the financial year ended 30 April 2004.<br />
3. IMPOSITION OF SANCTIONS AND/OR PENALTIES<br />
There was no sanction and/or penalties imposed on the<br />
Company and its subsidiaries, Directors or management by<br />
the Securities Commission, <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad<br />
or Suruhanjaya Syarikat <strong>Malaysia</strong> during the financial year.<br />
4. NON-AUDIT FEES<br />
The amount of non-audit fees paid and payable to the external<br />
auditors, BDO Binder for the year ended 30 April 2004<br />
amounted to RM8,000.00.<br />
5. VARIATION IN RESULTS<br />
There was no material variation between the audited results<br />
for the financial year ended 30 April 2004 and the unaudited<br />
results previously released for the quarter ended 30 April<br />
2004.<br />
6. PROFIT GUARANTEES<br />
The Group and Company did not give or receive any profit<br />
guarantees during the financial year.<br />
7. MATERIAL CONTRACTS<br />
No material contracts (not being contracts entered into in the<br />
ordinary course of business) have been entered into by the<br />
Company and/or its subsidiaries which involved Directors’<br />
and/or substantial shareholders’ interests, either still<br />
subsisting at the end of the financial year ended 30 April 2004<br />
or, if not then subsisting, entered into since the end of the<br />
previous financial year.<br />
8. REVALUATION POLICY ON LANDED PROPERTIES<br />
The revaluation policy on landed properties are set out in the<br />
notes to the financial statements.<br />
9. GLOBAL DEPOSITORY RECEIPTS ("GDR")/<br />
AMERICAN DEPOSITORY RECEIPTS ("ADR")<br />
The Company had not sponsored any GDR or ADR<br />
programmes during the financial year ended 30 April 2004.<br />
pg.19
pg.20<br />
PREAMBLE<br />
STATEMENT ON INTERNAL CONTROL<br />
The <strong>Malaysia</strong>n Code on Corporate Governance requires listed<br />
companies to maintain a sound system of internal control to<br />
safeguard shareholders’ investments and the Group’s assets.<br />
Pursuant to paragraph 15.27(b) of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities<br />
Berhad’s Listing Requirements, the Board of Directors is required<br />
to include in its Annual Report, a statement on the state of internal<br />
control of the Group.<br />
RESPONSIBILITY<br />
The Board acknowledges its responsibility for maintaining a sound<br />
system of internal control and also for reviewing its adequacy and<br />
integrity. In view of the limitations inherent in any system of<br />
internal control, such system can only be designed to manage<br />
rather than eliminate risk of failure to achieve business objectives.<br />
Accordingly, this system can only provide reasonable but not<br />
absolute assurance against material misstatement or loss.<br />
RISK MANAGEMENT FRAMEWORK<br />
The Board of Directors confirms that there is continuous process<br />
of identifying, evaluating and managing the significant risks faced<br />
by the Group, which has been in place for the financial year under<br />
review and up to the date of approval of the annual report and<br />
financial statements.<br />
The Group has drawn up a Risk Management Policy to identify key<br />
risks, the likelihood of those risks occurring as well as any<br />
strategy to control or manage those risks affecting the business.<br />
Ongoing overall risk management process also includes<br />
budgetary controls and regular meetings among senior<br />
management to assess:-<br />
(i) Performances of branches and other operating subsidiaries;<br />
(ii) Impact of changes in competition and operating environment;<br />
and<br />
(iii) Risks and opportunities in the business and the ensuing action<br />
plans.<br />
MONITORING AND REVIEW OF THE EFFECTIVENESS<br />
OF THE SYSTEM OF INTERNAL CONTROLS<br />
The Board of Directors is committed to maintaining a strong<br />
control structure and environment for the proper conduct of the<br />
Group’s business operations. The key elements are:-<br />
Operating structure with clearly defined lines and<br />
delegated authorities<br />
The operating structure includes defined lines of responsibility,<br />
delegation of authorities, segregation of duties and the flow of<br />
information. The Board of Directors has also delegated certain<br />
authority for committees to advise the Board. Limits of authority<br />
are imposed for revenue and capital expenditure for all operating<br />
units that serve to facilitate the approval process and keep<br />
potential exposure under control. Detailed justifications are<br />
required for capital and major expenditures to ensure congruence<br />
with the Group’s strategic objectives.<br />
Budgetary controls<br />
Senior management with the involvement of all heads and branch<br />
managers conducts detailed reviews of the financial results<br />
quarterly. Variances analysed against budget are followed up and<br />
acted upon immediately. The reviews also include reports on<br />
other aspects of operations including collection, pricing,<br />
competitors and any business or other risks that may have an<br />
impact on the Group.
Employee competency<br />
Emphasis is placed on the quality and abilities of employees with<br />
continuing training and self-development being actively<br />
encouraged through a wide variety of schemes and programmes.<br />
MS ISO 9001 : 2000 certification<br />
The effectiveness of the system of internal control is also<br />
reviewed through the MS ISO 9001 : 2000 certification. The<br />
demanding documentation requirements of the certification<br />
further ensures a trail of accountability in the Company.<br />
The Audit Committee<br />
The Audit Committee assists the Board of Directors in assessing<br />
the effectiveness of internal controls by reviewing reports from<br />
the internal and external auditors, if any.<br />
INTERNAL AUDIT FUNCTION<br />
The internal audit department reports directly to the Audit<br />
Committee. Internal audit plans are reviewed and approved by<br />
the Audit Committee and the plans include independent appraisal<br />
on the compliance, adequacy and effectiveness of the Group’s<br />
internal controls and to assess and monitor the effectiveness and<br />
implementation of the Groups’ risk management policies. Followup<br />
reviews on previous audit recommendations will be carried out<br />
to ensure compliance and appropriate actions have been<br />
implemented to address weaknesses highlighted.<br />
INTERNAL CONTROL ISSUES<br />
Management maintains an ongoing commitment to strengthen the<br />
Group’s control environment and processes. During the year,<br />
there was no material losses caused by breakdown in internal<br />
control.<br />
CONCLUSION<br />
The Board is satisfied that during the year under review, there is<br />
a process to manage the Group’s system of internal controls to<br />
mitigate any significant risks faced by the Group so as to<br />
safeguard shareholders’ investments and the Group’s assets.<br />
This statement is made in accordance with a resolution of<br />
the Board of Directors dated 28 July 2004.<br />
pg.21
pg.22<br />
COMPOSITION<br />
TERMS OF REFERENCE<br />
Objective<br />
The primary objective of the Audit Committee is to assist the<br />
Board in fulfilling its fiduciary responsibilities relating to corporate<br />
accounting, system of internal controls, management and<br />
financial reporting practices of the Group.<br />
Members Of The Audit Committee<br />
The Committee shall be appointed by the Board from amongst its<br />
number and shall consist of not less than three (3) members, the<br />
majority of whom must be Independent Non-Executive Directors.<br />
The quorum for meeting of the Committee shall be two (2) in<br />
which the majority present in respect of such meeting must be<br />
Independent Non-Executive Directors.<br />
The Chairman of the Committee shall be appointed by the<br />
Members of the Audit Committee who shall also be an<br />
Independent Non-Executive Director.<br />
Duties & Responsibilities<br />
AUDIT COMMITTEE REPORT<br />
Neoh Lay Keong Chairman, Independent Non-Executive Director<br />
Mark Wing Kong* Executive Director<br />
Lim Ting @ Lim Ah Ting Independent Non-Executive Director<br />
* Member of <strong>Malaysia</strong>n Institute of Certified Public Accountants<br />
1. To consider the appointment of the external auditors, the audit<br />
fee and any questions of resignation or dismissal.<br />
2. To discuss with the external auditors before the annual audit<br />
commences, the nature and scope of the audit plan.<br />
3. To review the quarterly and annual financial statements of the<br />
Company and Group focusing particularly on:-<br />
(a) any changes in accounting policies and practices;<br />
(b) significant adjustments arising from the audit;<br />
(c) the going concern assumption;<br />
(d) compliance with accounting standards and other legal<br />
requirements.<br />
4. To discuss problems and reservations arising from the final<br />
and any interim audits; evaluation of the system of internal<br />
controls and any matter the external auditors may wish to<br />
discuss, including assistance given by the employees of the<br />
Group to the auditors; and to review the auditors’ audit report,<br />
management letter and management’s response.<br />
5. To consider any related party transactions and conflict of<br />
interest that may arise within the Group.<br />
6. To review the scope, functions, procedures of internal audit<br />
and results of any internal audit conducted and whether or not<br />
appropriate actions, where necessary have been taken.<br />
7. Such other functions as may be agreed by the Audit<br />
Committee and the Board of Directors.<br />
Authority<br />
The Committee is authorised by the Board within its term of<br />
reference and at the cost of the Group to investigate any matter<br />
and shall have the resources which are required to perform its<br />
duties.<br />
The Committee also has full and unrestricted access to any<br />
information pertaining to the Group and has direct communication<br />
channels with the external auditors and person carrying out the<br />
internal audit function or activity.<br />
The Committee is authorised to obtain independent professional<br />
or other advice and to secure the attendance of outsiders with<br />
relevant experience and expertise if it considers this necessary.
Meetings & Minutes<br />
Meetings shall be held not less than four times a year.<br />
Additionally the Chairman shall convene a meeting of the<br />
Committee if requested to do so by its member, the management<br />
or the internal or external auditors to consider any matters within<br />
the scope and responsibilities of the Committee.<br />
An Agenda shall be sent to all members of the Committee and any<br />
persons that may be required to attend. Minutes of each meeting<br />
shall be kept and distributed to each member of the Committee<br />
and also the members of the Board of Directors. The Secretary<br />
to the Audit Committee shall be the Company Secretary.<br />
Attendance<br />
During the financial year ended 30 April 2004, seven (7) Audit<br />
Committee’s meetings were held which were attended in full by all<br />
members of the Committee.<br />
Summary of Activities<br />
The activities conducted were in accordance with the terms of<br />
reference of the Committee that included the following:<br />
(i) reviewed the draft quarterly and year-end results of the<br />
Company and the Group before recommending to the Board<br />
for its approval;<br />
(ii) reviewed the audited financial statements of the Company and<br />
the Group prior to submission to the Board for consideration<br />
and approval;<br />
(iii) reviewed the external auditors’ scope of work and audit plan<br />
for the year. The audit plan was presented by representatives<br />
from the external auditors;<br />
(iv) met with the external auditors before finalisation of the<br />
audited accounts for the year under reviewed; and<br />
(v) reviewed the internal auditors’ reports and the external<br />
auditors’ report and management letter, if any.<br />
Internal Audit Function<br />
The internal control function is independent and has no<br />
involvement in the operations of the Group. It was set up to assist<br />
the Audit Committee in providing assurances that the internal<br />
control system of the Group is adequate.<br />
For the year under review, audits were performed to evaluate and<br />
identify any weaknesses of the internal controls affecting the<br />
Group, the adequacy of the existing system of controls and to<br />
recommend measures to management to improve and rectify any<br />
weaknesses.<br />
A number of internal control weaknesses were identified, all of<br />
which have been or are being attended to. None of these<br />
weaknesses have resulted in any material loss or contingencies<br />
that might require disclosure.<br />
pg.23
pg.24<br />
CHAIRMAN’S STATEMENT
Dear Shareholders,<br />
On behalf of the Board of Directors, it gives<br />
me great pleasure to present the Annual<br />
Report and Financial Statements of the Group<br />
and of the Company for the year ended<br />
30 April 2004.<br />
FINANCIAL PERFORMANCE<br />
The financial year 2004 continued to be challenging. Turnover for<br />
the financial year rose substantially by 25.1% from the previous<br />
year to RM202.4 million on the back of an increase in volume of<br />
aluminium extrusion sold. Despite the increased turnover, the<br />
Group achieved a consolidated profit before taxation of RM15.5<br />
million, a drop of 3.7% compared to RM16.1 million in the<br />
previous year. The main reason for the drop was lower margins<br />
consistent with intense competition and the difficult operating<br />
environment. The Group’s profit after taxation, however, increased<br />
marginally to RM13.8 million compared to RM13.1 million<br />
previously due to availability of reinvestment allowances and the<br />
overprovision of taxation in prior year.<br />
As at 30 April 2004, the Group’s shareholders’ fund stood at<br />
RM135.8 million whilst net tangible asset per share is RM1.92.<br />
Group’s borrowings net of short-term deposits and cash at bank<br />
are RM31.0 million which gives a gearing ratio of only 0.23.<br />
CORPORATE DEVELOPMENTS<br />
The Company had on 29 July 2003 through its adviser,<br />
AmMerchant Bank Berhad, announced a proposed extension of<br />
the duration and exercise period of the <strong>LB</strong> Aluminium Berhad<br />
Warrants (“<strong>LB</strong>A Warrants”) by five (5) years from 8 June 2005 to<br />
expire on 7 June 2010. Upon receipt of approvals from the<br />
Securities Commission, the shareholders of the Company, the<br />
holders of <strong>LB</strong>A Warrants and other relevant authorities<br />
respectively, the Company executed a Supplemental Deed Poll on<br />
31 October 2003 to give effect to the aforesaid extension.<br />
On 29 January 2004, the Company’s adviser had on behalf of the<br />
Company announced a bonus issue up to 77,901,300 new<br />
ordinary shares of RM1.00 (“Bonus Shares”) each on the basis of<br />
three (3) Bonus Shares for every four (4) existing ordinary shares<br />
held (“Bonus Issue”). The Bonus Issue will give rise to<br />
adjustments to the subscription price and/or number of<br />
warrant/option in respect of the Company’s unexercised <strong>LB</strong>A<br />
Warrants and unexercised Employee Share Option Scheme<br />
(“ESOS”) options respectively. Approvals from <strong>Bursa</strong> <strong>Malaysia</strong><br />
Securities Berhad and the Company’s shareholders were obtained<br />
on 28 April 2004 and 28 July 2004 respectively. The Bonus Issue<br />
was completed on 6 September 2004 with the listing and<br />
quotation of the Bonus Shares and the additional <strong>LB</strong>A Warrants.<br />
In conjunction with the Bonus Issue, the Company had increased<br />
its authorized share capital from RM150,000,000 comprising<br />
150,000,000 ordinary shares of RM1.00 each to<br />
RM300,000,000 comprising 300,000,000 ordinary shares of<br />
RM1.00 each by the creation of additional 150,000,000 new<br />
ordinary shares of RM1.00 each.<br />
The Company entered into a Share Sale Agreement dated<br />
17 March 2004 with Dalton Technologies Inc., Gary Samuel and<br />
Rowland Trade Limited for the acquisition by the Company of 40%<br />
equity interests in Pyxis Group Limited (“Pyxis”) which is<br />
effectively 200 standard shares of NZD1.00 each for a<br />
consideration of AUD3.75 million (RM11.0 million). The<br />
acquisition was completed on 10 May 2004.<br />
In its annual review, Rating Agency <strong>Malaysia</strong> Berhad had upgraded<br />
the standalone long term rating of the Company’s RM50.0 million<br />
3.5% Redeemable Unsecured Bonds 2000/2005 (“Bonds”)<br />
issued in June 2000 to A1.<br />
DIVIDENDS<br />
The Board of Directors is pleased to recommend a first and final<br />
tax exempt dividend of 2.85 sen per share (2003 – 5.0 sen per<br />
share) assuming completion of the Bonus Issue as explained<br />
above in respect of the financial year ended 30 April 2004 subject<br />
to the approval of the shareholders at the forthcoming annual<br />
general meeting.<br />
CURRENT YEAR’S PROSPECTS<br />
Bank Negara <strong>Malaysia</strong> has forecast <strong>Malaysia</strong>’s Gross Domestic<br />
Product (“GDP”) for 2004 to be at 6.0% to 6.5% with the<br />
construction industry expected to grow at 1.5%. The Group has<br />
and will continue to concentrate on our core business and<br />
coupled with the support from our customers and suppliers, we<br />
are confident that we will continue to be the major player in the<br />
aluminium extrusion business in <strong>Malaysia</strong>. The Group has also<br />
renewed efforts to explore opportunities in the export market and<br />
anticipate that it will contribute to the future growth of the Group.<br />
Barring unforeseen circumstances, the Board expects the<br />
performance of the current year to be an improvement over the<br />
previous year.<br />
APPRECIATION<br />
On behalf of the Board, I would like to take this opportunity to<br />
thank our valued customers, business partners and shareholders<br />
and look forward to working with you for another mutually<br />
beneficial and rewarding year.<br />
To the Management and staff, I wish to express my heartfelt<br />
thanks for their loyalty, commitment and hard work during this<br />
difficult and challenging period.<br />
Y. Bhg. Dato’ Mohd. Ghazali Bin Mohd. Khalid<br />
Chairman of the Board/Independent Non-Executive Director<br />
pg.25
pg.26<br />
MANAGING DIRECTOR’S OPERATIONS REVIEW
The Group’s turnover continued to<br />
grow substantially to reach<br />
RM202.4 million or a 25.1%<br />
improvement over the previous<br />
year on the back of a rise in<br />
aluminium extrusions volume sold<br />
despite a highly competitive<br />
environment in 2004. However,<br />
gross profit margin declined as the<br />
Group aggressively raises its<br />
volume in view of the increase<br />
production capacity as well as to<br />
maintain its position as the leading<br />
player in the domestic aluminium<br />
extrusion industry.<br />
View of extrusion<br />
factory floor.<br />
New UBE extrusion press. Anodising plant.<br />
REVIEW OF OPERATIONS<br />
We have taken delivery of a new UBE extrusion press which<br />
together with ancillary equipment were installed and commenced<br />
operations in March 2004. The new press increased our<br />
capacities by 3,600 metric tonnes to 27,600 metric tonnes per<br />
annum and was timely as it enabled us to clear the backlog as<br />
well as meeting new demand which resulted in an increase of 24%<br />
in volume of aluminium extrusion sold. The increase extrusion<br />
capacity also allows us to maximize the utilization of the vertical<br />
anodizing plant thus reducing unit cost of production. The building<br />
sector remains the Group most important customer base given<br />
the continued growth in building activities, particularly residential<br />
projects. Notwithstanding, we continue to consciously diversify<br />
our customer base so as to cushion the decline in any one sector.<br />
Albe Marketing Sdn Bhd (“Albe”), a wholly owned subsidiary, is<br />
involved principally in the marketing and trading of aluminium<br />
hardware and fittings. Albe continues to be profitable and efforts<br />
will continue to be made to increase its range of products whilst<br />
improving quality to meet with its clientele’s increasing<br />
sophistication and demand.<br />
We have taken delivery of a new UBE<br />
extrusion press which together with<br />
ancillary equipment were installed and<br />
commenced operations in March 2004.<br />
Okuma machining<br />
center.<br />
pg.27
pg.28<br />
<strong>LB</strong> Aluminium (Singapore) Pte Ltd (“<strong>LB</strong>S”) is our subsidiary in<br />
Singapore that markets and trades in aluminium extrusions and<br />
accessories. <strong>LB</strong>S have contributed positively to the Group’s<br />
profitability for the financial year under review. Another whollyowned<br />
subsidiary, Albe Metal Sdn Bhd (“AMSB”), is involved in the<br />
trading of aluminium sheets and other metal products. For the<br />
year under review, AMSB managed to return a small profit despite<br />
the high tariff rates on imported aluminium sheets. Plans are<br />
underway to activate our subsidiaries in Thailand for the<br />
marketing and trading of accessories sourced by Albe.<br />
We have moved into our new office building in Beranang in 2004.<br />
The new office building besides having sufficient space to cope<br />
with our expected expansion in the foreseeable future plus ample<br />
meeting and training rooms as well as a showroom, can also act<br />
as a showcase for our aluminium products due to the abundance<br />
use of aluminium extrusions in its completion. The old office<br />
building has been converted to house the die and mould<br />
equipment which now includes one (1) new unit machining center<br />
and two (2) new EDM machines. The upper floor of the old office<br />
was converted to the production office.<br />
Aluminium billets.<br />
Showroom featuring showcase<br />
of our Company’s projects.<br />
As mentioned in the Chairman’s Statement, the Group has<br />
acquired a 40% equity interest in Pyxis Group Limited (“Pyxis”), a<br />
New Zealand incorporated company, which is a technology<br />
provider for IP-based contact solutions intended for enterprises<br />
and contact centres. Pyxis’s operations are in Australia and New<br />
Zealand. The rationale for the acquisition was to enable the Group<br />
to obtain better returns from its surplus funds which are usually<br />
placed as short term deposits that yield returns of less than 4%<br />
per annum. It is an agreement amongst the shareholders of Pyxis<br />
that a listing be sought for Pyxis on MESDAQ within 18 months of<br />
the acquisition by the Group. In accordance with the shareholders'<br />
deed dated 26 April 2004, the entire equity interests of Pyxis was<br />
transferred to Radiant Platform Sdn. Bhd. ("RPSB") for<br />
RM28,000,000 which was satisfied by the issue of 27,999,998<br />
new RPSB ordinary shares of RM1.00 each at par. Consequently,<br />
the Group owns 11,200,000 ordinary shares of RM1.00 each<br />
representing 40% equity interest in RPSB which in turn holds<br />
100% equity interest of Pyxis.<br />
New EDM machine.
OUTLOOK<br />
Gross profit margins which was the bane of the relatively poor<br />
performance last year has since recovered to a more respectable<br />
level. Improving margins will be a priority for the Group through<br />
value-added activities, widening customer base as well as<br />
broadening the range of products.<br />
Aluminium extrusion business will continue to be our main focus<br />
and in this respect we will continue to reengineer the Group to<br />
build on our core competencies. This includes having the right<br />
people with the right skills in the right place, focusing the Group’s<br />
resources on areas of growth, implementation of cost reduction<br />
measures, right sizing of inventories, improving delivery<br />
mechanisms and quality, and increasing productivity.<br />
Despite external factors like high oil prices and the vagaries of the<br />
United States, European and Japanese economies which will<br />
continue to have an impact on us, we are optimistic of the<br />
prospect of the <strong>Malaysia</strong>n economy. Moving forward, we will<br />
continue to seek for opportunities to expand our production<br />
capacity either through the acquisition of existing companies or<br />
Control panel of<br />
UBE extrusion press.<br />
View of aging furnance and<br />
cooling tables.<br />
organic growth. Whilst, aluminium extrusions will continue to be<br />
our main focus, it will not preclude us from investing in ventures<br />
that would give the Group superior returns at acceptable risks.<br />
ACKNOWLEDGEMENT<br />
As always, I am grateful to our customers, business associates,<br />
suppliers, government departments and relevant authorities for<br />
their support and cooperation throughout the year. My<br />
appreciations also go out to all the shareholders and holders of<br />
<strong>LB</strong> Warrants for their trust and confidence in the Group.<br />
To the Management and staff, my gratitude for their hard work<br />
and commitment for making it another reasonably good year for<br />
the Group.<br />
Leow Chong Howa<br />
Managing Director<br />
Central courtyard of our<br />
new office building.<br />
Vertical anodising plant.<br />
pg.29
pg.30<br />
BRANCHES IN<br />
MALAYSIA<br />
Head office<br />
Lot 11, Jalan Perusahaan 1<br />
Kawasan Perusahaan Beranang<br />
43700 Beranang, Semenyih<br />
Selangor Darul Ehsan<br />
Tel : 03-87238822 (15 lines)<br />
Fax : 03-87233191 (General)<br />
03-87237272 (Sales)<br />
E-mail : enquiry@lbalum.com.my<br />
Website : www.lbalum.com<br />
Kuala Lumpur<br />
Lot 1501, Sungei Way<br />
9th Mile Jalan Kelang Lama<br />
Mukim of Petaling<br />
46000 Petaling Jaya<br />
Selangor Darul Ehsan<br />
Tel : 03-78778898<br />
Fax : 03-78778878<br />
Johor Bahru<br />
14 & 18, Lot PLO 206<br />
Jalan Angkasa Mas 5<br />
Kawasan Perindustrian Tebrau II<br />
81100 Johor Bahru<br />
Johor Darul Takzim<br />
Tel : 07-3550546<br />
Fax : 07-3550549<br />
Penang<br />
Lot 241 (PT 1075)<br />
Tingkat Perusahaan 6<br />
Kawasan Perusahaan Perai<br />
13600 Perai, Pulau Pinang<br />
Tel : 04-3976998<br />
04-3976995<br />
Fax : 04-3976997<br />
BRANCH NETWORK<br />
Kuantan<br />
No. 4, Jalan IM 3/6<br />
Kawasan Perindustrian<br />
Bandar Indera Mahkota<br />
25200 Kuantan<br />
Pahang Darul Makmur<br />
Tel : 09-5736666<br />
Fax : 09-5733322<br />
Kuching<br />
Lot 854, Section 66<br />
Jalan Keluli<br />
Pending Industrial Estate<br />
93450 Kuching, Sarawak<br />
Tel : 082-482433<br />
082-482378<br />
082-482379<br />
Fax : 082-482389<br />
Kota Kinabalu<br />
Lot 7, Lorong Mangga-3<br />
SEDCO Industrial Estate<br />
5 1/2 Miles<br />
(Off Jalan Kolombong)<br />
88450 Kota Kinabalu, Sabah<br />
Tel : 088-436421<br />
088-436422<br />
Fax : 088-436423<br />
SUBSIDIARIES IN<br />
MALAYSIA<br />
A<strong>LB</strong>E MARKETING<br />
SDN. BHD. (446723-K)<br />
53 & 55, Jalan PBS 14/10<br />
Taman Perindustrian<br />
Bukit Serdang<br />
43300 Seri Kembangan<br />
Selangor Darul Ehsan<br />
Tel : 03-89454919<br />
03-89454920<br />
03-89454921<br />
Fax : 03-89454916<br />
A<strong>LB</strong>E METAL SDN. BHD.<br />
(562008-A)<br />
Godown No. 23, Lot 7574<br />
Jalan 1/113A, 4 1/2 Miles<br />
Jalan Kelang Lama<br />
58000 Kuala Lumpur<br />
Tel : 03-79813988<br />
Fax : 03-79818293<br />
SUBSIDIARIES IN<br />
OVERSEAS<br />
DISTRIBUTORS/DEALERS IN MALAYSIA<br />
• Kangar<br />
• Alor Setar<br />
• Butterworth<br />
• Ipoh<br />
• Kuala Lumpur<br />
OVERSEAS MARKETS<br />
• Australia<br />
• Brunei<br />
• Canada<br />
• Hong Kong<br />
• Mauritius<br />
• New Zealand<br />
• Shah Alam<br />
• Seremban<br />
• Melaka<br />
• Johor Bahru<br />
• Kuantan<br />
• Pakistan<br />
• Philippines<br />
• Singapore<br />
• Sri Lanka<br />
• Thailand<br />
• United Kingdom<br />
<strong>LB</strong> ALUMINIUM (SINGAPORE)<br />
PTE. LTD. (200009299G)<br />
No. 109, Kaki Bukit Avenue 1<br />
#01-00 Shun Li Industrial Park<br />
Singapore 415989<br />
Tel : 02-63459131<br />
02-67455693<br />
Fax : 02-67455627<br />
<strong>LB</strong> ALUMINIUM (THAILAND)<br />
CO., LTD. (KT-06-0053-45)<br />
94/788 Moo 4<br />
Soi Petrkasaem 94<br />
Petrkasaem Road<br />
Kweang North Bangkae<br />
Khet Bangkae<br />
Bangkok 10160 Thailand<br />
Tel : 662-24440607-8<br />
662-24440596<br />
Fax : 662-24440597<br />
• Kuala Terengganu<br />
• Kota Bharu<br />
• Kota Kinabalu<br />
• Kuching<br />
• USA<br />
• Spain<br />
• Maldives<br />
• South Africa<br />
• Belgium<br />
• Germany