FORGING AHEAD - Tradewinds Plantation Berhad

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60 CORPORATE GOVERNANCE STATEMENT ON CORPORATE GOVERNANCE 4. Encik Bakry bin Hamzah • MICG Annual Directors Duties & Governance Conference – “Towards Boardroom Excellence and Corporate Governance Best Practices” held on 13 & 14 January 2010 (Malaysian Institute of Corporate Governance) • Seminar on Corporate Governance and the Media held on 7 July 2010 (Bursatra Sdn Bhd) • The MPH Power-Packed Seminar - Investment Opportunities For 2010 And Beyond For Asian Companies And Investors held on 8 July 2010 (Jim Rogers) • The 7th Superlative Annual Brand Marketing Conference 2010 held on 22 & 23 September 2010 (Brandedge Sdn Bhd) • Leading Innovator Seminar held on 22 & 23 September 2010 (Brandedge Sdn Bhd) • Strategic Agility Seminar held on 21 & 22 October 2010 (IBN International) 5. Mr. Chuah Seong Tat @ Chuah Chee Tat • Seminar on Corporate Governance and the Media held on 7 July 2010 (Bursatra Sdn Bhd) • The MPH Power-Packed Seminar - Investment Opportunities For 2010 And Beyond For Asian Companies And Investors held on 8 July 2010 (Jim Rogers) 6. Encik Mohd Nazri bin Md. Shariff • The CFO Symposium 2010 : Unlocking the Corporate Value held on 12 May 2010 (Malaysian Institute of Accountants) TRADEWINDS PLANTATION BERHAD Annual Report 2010 • Global Grains Trade Summit 2010 held on 28 & 29 June 2010 (IBC Asia (S) Pte Ltd) • Seminar on Corporate Governance and the Media held on 7 July 2010 (Bursatra Sdn Bhd) • 16th Asia International Sugar Conference held on 14 to 16 July 2010 (IBC Asia (S) Pte Ltd) • The Rice Trader held on 12 to14 October 2010 (The Rice Trader) • KPMG Malaysian Tax Summit 2010 held on 21 October 2010 (KPMG) • Accountants : Sustaining Value Creation held on 8 to 11 November 2010 (International Federation of Accountants & Malaysian Institute of Accountants) • Seminar on Preventing Corporate Misdeeds: Principal Roles, Responsibilities and Accountabilities of Directors and Corporate Management held on 9 December 2010 (<strong>Tradewinds</strong> (M) <strong>Berhad</strong>) The Directors also, from time to time, visit various operating units of the Group to obtain better understanding and perspective of the business and enhance their comprehension of the Group’s operations. F. THE BOARD COMMITTEES The Board has delegated certain functions to the Audit Committee, Executive Committee, Nomination Committee and Remuneration Committee to assist in the execution of its responsibilities. The Committees operate under clearly defined terms of reference. The Committees have the authority to examine particular issues within their terms of reference. The Chairman of the respective committees reports the outcome of the respective committee meetings with recommendations to the Board.
a) Audit Committee The Audit Committee reviews issues on accounting policy and presentation for external financial reporting, monitors the work of the internal audit team and ensures an objective and professional relationship is maintained with external auditors. The composition and the terms of reference of the Audit Committee and summary of its activities are as set out in the Audit Committee Report on pages 68 to 71. b) Executive Committee The Executive Committee deliberates on major operational issues and examines investment proposals before making appropriate recommendations to the Board. During the financial year, the Committee met twice and all members were present at the meetings. There were also numerous informal discussions and meetings held with the Management team to deliberate on operational issues. The members of the Executive Committee are as follows:- (i) Dato’ Wira Syed Abdul Jabbar bin Syed Hassan (ii) Bakry bin Hamzah (iii) Chuah Seong Tat @ Chuah Chee Tat c) Nomination Committee The Nomination Committee is primarily responsible to propose, consider and recommend to the Board, candidates for directorships to be filled in the Board and Committees of the Board. The Committee is also responsible to make appropriate recommendations to the Board on matters of renewal and extension of directors’ appointment and reappointment of retiring directors, to ensure that the Board has an appropriate balance of expertise and ability among non-executive directors and annually assess the effectiveness of the Board as a whole, the Board Committees and the contribution of directors, through assessment and evaluation processes. During the financial year, one (1) meeting was held and all members of the Nomination Committee were present. The members of the Nomination Committee are as follows:- (i) Dato’ Wira Syed Abdul Jabbar bin Syed Hassan (ii) Ooi Teik Huat (iii) Pakhruddin bin Sulaiman d) Remuneration Committee CORPORATE GOVERNANCE The Remuneration Committee is primarily responsible for recommending to the Board the remuneration and compensation of directors, including directors of subsidiary companies and the Chief Executive Officer. During the financial year, one (1) meeting was held and all members of the Remuneration Committee were present. The members of the Remuneration Committee are as follows:- (i) Dato’ Wira Syed Abdul Jabbar bin Syed Hassan (ii) Ooi Teik Huat (iii) Pakhruddin bin Sulaiman During the financial year, it was decided that the Nomination Committee and the Remuneration Committee be merged as the “Nomination and Remuneration Committee” to streamline the functions of the said committees with effect from 25 March 2010. TRADEWINDS PLANTATION BERHAD Annual Report 2010 61
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Level 9, Menara HLA No. 3, Jalan Ki
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CORPORATE GOVERNANCE 56 Statement o
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4 STATUTORY REPORTING NOTICE OF ANN
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NOTICE OF ANNUAL GENERAL MEETING AN
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8 STATUTORY REPORTING STATEMENT ACC
Page 12 and 13: GROUP FINANCIAL HIGHLIGHTS 2010 200
Page 14: STRATEGIC INVESTMENTS We will remai
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Page 20 and 21: 18 CORPORATE INFORMATION CORPORATE
Page 22 and 23: 20 CORPORATE INFORMATION BOARD OF D
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Page 35: STRATEGIC DIVERSIFICATIONS Through
Page 38 and 39: 36 PERFORMANCE REVIEW CHAIRMAN’S
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Page 48 and 49: BuSINESS REvIEW By CHIEF EXECuTIvE
Page 54: STRATEGIC EXPERTISE As our sights a
Page 58 and 59: 56 CORPORATE GOVERNANCE STATEMENT O
Page 64 and 65: DIRECTORS’ REMUNERATION The remun
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Page 72 and 73: AUTHORITY The Audit Committee shall
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Page 78: STRATEGIC INNOVATIONS We are commit
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Page 90: STRATEGIC REACH We are increasing t
Page 93 and 94: DIRECTORS’ REPORT The Directors h
Page 95 and 96: DIRECTORS’ BENEFITS Since the end
Page 97 and 98: SIGNIFICANT EVENTS DURING THE FINAN
Page 99 and 100: STATEMENT BY DIRECTORS In the opini
Page 101 and 102: REPORT ON OTHER LEGAL AND REGULATOR
Page 103 and 104: LIABILITIES Non-current liabilities
Page 105 and 106: Group Company 2010 2009 2010 2009 (
Page 107 and 108: Equity Share Share component Retain
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Page 111 and 112: NOTES TO THE FINANCIAL STATEMENTS 3
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4. SIGNIFICANT ACCOUNTING POLICIES
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5. ADOPTION OF NEW FRSs AND AMENDME
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6. SIGNIFICANT ACCOUNTING ESTIMATES
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6. SIGNIFICANT ACCOUNTING ESTIMATES
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7. PROPERTY, PLANT AND EQUIPMENT (c
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9. INVESTMENTS IN SUBSIDIARIES (con
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11. INVESTMENT IN A JOINTLY CONTROL
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13. GOODWILL ON CONSOLIDATION At co
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15. TRADE AND OTHER RECEIVABLES FIN
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15. TRADE AND OTHER RECEIVABLES (co
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17. NON-CURRENT ASSETS HELD FOR SAL
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19. RESERVES (continued) (c) Supple
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21. BORROWINGS Current liabilities
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24. IRREDEEMABLE CONVERTIBLE UNSECU
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25. ISLAMIC DEBT SECURITIES - SECUR
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26. DEFERRED TAX (continued) Recogn
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27. TRADE AND OTHER PAYABLES Trade
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28. REVENUE Group Company 2010 2009
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30. PROFIT BEFORE TAX (continued) A
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32. EARNINGS PER ORDINARY SHARE ATT
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34. ACQUISITION OF SUBSIDIARIES 201
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34. ACQUISITION OF SUBSIDIARIES (co
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35. OPERATING SEGMENTS (continued)
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35. OPERATING SEGMENTS (continued)
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36. FINANCIAL INSTRUMENTS (continue
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36. FINANCIAL INSTRUMENTS (continue
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37. FINANCIAL RISk MANAGEMENT OBJEC
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38. RELATED PARTY DISCLOSURES (cont
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38. RELATED PARTY DISCLOSURES (cont
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42. SIGNIFICANT EVENTS SUBSEQUENT T
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44. OPENING STATEMENT OF FINANCIAL
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PLANTATION REvIEW OIL PALM 2010 200
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mATERIAL PROPERTIES Of TRADEWINDS P
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Company/ Location/Address HS(D) 389
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Company/ Location/Address Country L
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Company/ Location/Address Lot No. 0
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ANALySIS Of SHAREHOLDINgS AS AT 25
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LIST OF THIRTY (30) LARGEST SHAREHO
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ANALySIS Of IRREDEEmABLE cONvERTIBL
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SUBSTANTIAL ICULS HOLDER Name Direc
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SOUTHERN PENINSULAR REGION Regional
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MIRI REGION Regional Office c/o Lad
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Proxy Form I / We _________________
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