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EMPLOYEES' SHARE OPTION SCHEME The Malaysian Resources Corporation Berhad's Employees' Share Option Scheme (‘ESOS’ or the ‘Scheme’) was approved by the shareholders at an Extraordinary General Meeting held on 12 August 2002 and became effective subsequent to the financial year under review on 5 September 2002. This Scheme replaces the previous ESOS that expired on 3 April 2001. The details of the ESOS are contained in the Bye-Laws and the salient features thereof are as follows: (a) The Scheme is set up for the participation in the ordinary share capital of the Company only. The total number of shares to be offered under the ESOS shall not exceed 10% of the total number of issued and fully paid ordinary shares of the Company at any time during the tenure of the Scheme, which shall be in force for a period of five (5) years commencing 5 September 2002. (b) Eligible employees (including Executive Directors) are those who must have been confirmed in his/her position as an employee with a minimum of six (6) months continuous service on or prior to the date of offer of the ESOS. (c) The Scheme is administered by an Option Committee which comprises senior management staff appointed by the Board of Directors. (d) An Option granted under the ESOS is capable of being exercised by the grantee by notice in writing to the Company commencing from the date of the offer and expiring on 4 September 2007. (e) Options granted for each year may be exercised in full or in such lesser number of shares provided that the number shall be in multiples of and not less than 1,000 shares. (f) The option price of each share shall be at a discount of not more than 10% from the weighted average market price of the shares of the Company as stated in the Daily Official Listing issued by the Kuala Lumpur Stock Exchange for the five (5) market days immediately preceding the date of offer and shall not be less than the par value of the share. (g) An eligible employee can only participate in one ESOS implemented by any company in the Group at any one time. (h) All the new ordinary shares issued arising from the ESOS shall rank pari-passu in all respects with the existing ordinary shares of the Company. Laporan Tahunan 2002 Annual Report DIRECTORS’ REPORT (CONTINUED) 83
DIRECTORS’ REPORT (CONTINUED) 84 DIRECTORS The Directors who have held office during the period since the date of the last report are: YAM Dato' Seri Syed Anwar Jamalullail (Chairman) (Appointed on 24.1.2002) Encik Abdul Rahman Ahmad (Group Managing Director/ Chief Executive Officer) Encik Shahril Ridza Ridzuan (Executive Director) Y. Bhg. Datuk Zahari Omar (Executive Vice President) Y. Bhg. Dato' Ahmad Hj. Ibnihajar Y. Bhg. Dato' Zainol Abidin Dato' Hj. Salleh Y. Bhg. Dato' Dr. Mohd Shahari Ahmad Jabar (Appointed on 22.7.2002) Y. Bhg. Dato' Seri Abdul Rahman Maidin (Chairman) (Resigned on 12.1.2002) In accordance with Article 106 of the Company's Articles of Association, Y. Bhg. Dato' Dr. Mohd Shahari Ahmad Jabar, who was appointed to the Board during the period subsequent to the last Annual General Meeting of the Company, retires from office at the forthcoming Annual General Meeting and, being eligible, offers himself for election. In accordance with Article 101 of the Company's Articles of Association, Y. Bhg. Dato' Ahmad Hj. Ibnihajar and Y. Bhg. Dato' Zainol Abidin Dato' Hj. Salleh retire from office at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. DIRECTORS' BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefit (other than Directors' remuneration and benefits disclosed in Note 6 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except for options over shares granted by the Company to Executive Directors of the Group pursuant to the ESOS mentioned in the paragraph above. MALAYSIAN RESOURCES CORPORATION BERHAD
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2 NOTIS MESYUARAT AGUNG TAHUNAN 10
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NOTICE IS HEREBY GIVEN THAT the Thi
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(ii) disclosure is made in the annu
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(i) the transactions are in the ord
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NOTES : 1. A member of the Company
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1. Directors who are standing for r
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DATO’ SERI SYED ANWAR JAMALULLAIL
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SHAHRIL RIDZA RIDZUAN Shahril Ridza
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DATO’ AHMAD IBNIHAJAR Dato’ Ahm
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DATO’ DR. MOHD SHAHARI AHMAD JABA
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1,500 1,200 900 600 300 0 3,000 2,5
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BOARD OF DIRECTORS/ LEMBAGA PENGARA
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55% Transmission Technology Sdn Bhd
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The Board of Directors is committed
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Supply of Information to the Board
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2. BOARD COMMITTEES The following B
Page 34 and 35: Remuneration Committee (RC) In line
Page 36 and 37: Remuneration Committee (RC) (CONTIN
Page 38 and 39: 4. FINANCIAL REPORTING In presentin
Page 40 and 41: Risk Management Framework The Group
Page 42 and 43: Other Key Elements (CONTINUED) •
Page 44 and 45: MATERIAL CONTRACTS - MRCB (DECEMBER
Page 46 and 47: MATERIAL CONTRACTS - MRCB (CONTINUE
Page 48 and 49: AUDIT COMMITTEE REPORT Composition
Page 50 and 51: Terms of Reference 1. The Audit Com
Page 52 and 53: Duties and Responsibilities 1. To r
Page 54 and 55: Meetings 1. The Committee shall mee
Page 56 and 57: Summary of Activities of The Audit
Page 58 and 59: DEAR SHAREHOLDERS, The operating an
Page 60 and 61: The full financial year’s results
Page 62 and 63: Meanwhile, NSTP returned to the bla
Page 64 and 65: In the coming financial year, we ai
Page 66 and 67: OPERATIONS REVIEW ULASAN OPERASI
Page 68 and 69: ENGINEERING, CONSTRUCTION AND OVERS
Page 70 and 71: for electricity and the revival of
Page 72 and 73: uildings and suites, international
Page 74 and 75: Following the completion of first p
Page 76 and 77: The development of Seri Iskandar is
Page 78 and 79: At company level, TV3 recorded a pr
Page 80 and 81: The product changes have had an imm
Page 82 and 83: FINANCIAL REPORT 82 DIRECTORS’ RE
Page 86 and 87: DIRECTORS' INTERESTS According to t
Page 88 and 89: STATEMENT BY DIRECTORS PURSUANT TO
Page 90 and 91: REPORT OF THE AUDITORS TO THE MEMBE
Page 92 and 93: Group Company Note 2002 2001 2002 2
Page 94 and 95: Share Non- Capital Distributable No
Page 96 and 97: Group Company Note 2002 2001 2002 2
Page 98 and 99: (A) SUMMARY OF EFFECTS ON DISPOSAL
Page 100 and 101: 1 GENERAL INFORMATION The Company i
Page 102 and 103: 3 SUMMARY OF SIGNIFICANT ACCOUNTING
Page 110 and 111: 6 PROFIT/(LOSS) FROM OPERATIONS (CO
Page 112 and 113: 10 PROPERTY, PLANT AND EQUIPMENT Gr
Page 114 and 115: 10a OPERATIONAL PROPERTY, PLANT AND
Page 116 and 117: 10a OPERATIONAL PROPERTY, PLANT AND
Page 118 and 119: 10b INVESTMENT PROPERTIES (CONTINUE
Page 120 and 121: 13 SUBSIDIARIES Company 2002 2001 R
Page 122 and 123: 15 JOINTLY CONTROLLED ENTITIES (CON
Page 124 and 125: 19 TRADE AND OTHER RECEIVABLES (CON
Page 126 and 127: 24 PROVISIONS FOR LIABILITIES AND C
Page 128 and 129: 25 TRADE AND OTHER PAYABLES Group C
Page 130 and 131: 27 SHORT TERM BORROWINGS (CONTINUED
Page 132 and 133: 30 LONG TERM LIABILITIES Group Comp
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33 STATUTORY AND OTHER RESERVES Non
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36 CONTINGENT LIABILITIES Group Com
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38 ENTERPRISES IN THE GROUP (CONTIN
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40 SIGNIFICANT EVENTS DURING THE FI
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42 COMPARATIVES (a) Certain compara
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Percentage No. of of Share Name of
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Date/ Net book year Approvalue as a
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PENYATA KEWANGAN 152 LAPORAN PENGAR
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SKIM PILIHAN SAHAM KAKITANGAN Skim
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KEPENTINGAN PARA PENGARAH Menurut D
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PENYATA OLEH PARA PENGARAH MENURUT
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LAPORAN JURUAUDIT KEPADA AHLI-AHLI
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ASET BUKAN SEMASA Kumpulan Syarikat
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Tidak Modal Boleh Saham Diagihkan N
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Perubahan dalam modal kerja: Kumpul
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(A) RINGKASAN KESAN PELUPUSAN SEBUA
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1 MAKLUMAT AM Syarikat pada dasarny
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3 RINGKASAN DASAR-DASAR PERAKAUNAN
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6 (KERUGIAN)/KEUNTUNGAN DARIPADA OP
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10 HARTANAH, LOJI DAN PERALATAN Nil
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10a HARTANAH, LOJI DAN PERALATAN OP
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10a HARTANAH, LOJI DAN PERALATAN OP
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10b HARTANAH PELABURAN (SAMBUNGAN)
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13 SYARIKAT-SYARIKAT SUBSIDIARI Sya
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15 ENTITI-ENTITI DIKAWAL BERSAMA (S
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20 INVENTORI Kumpulan 2002 2001 RM'
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24 PERUNTUKAN BAGI TANGGUNGAN DAN C
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25 PEMIUTANG DAGANGAN DAN LAIN-LAIN
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27 PINJAMAN JANGKA PENDEK (SAMBUNGA
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30 TANGGUNGAN JANGKA PANJANG Kumpul
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33 RIZAB BERKANUN DAN LAIN-LAIN Tid
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36 TANGGUNGAN LUAR JANGKA Kumpulan
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38 SYARIKAT-SYARIKAT DALAM KUMPULAN
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39 MAKLUMAT SEGMEN Analisis keputus
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40 PERISTIWA PENTING SEPANJANG TAHU
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Modal Saham Dibenarkan : 2,000,000,
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Peratusan Bil Saham Modal Nama Peme
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Tarikh/ Nilai Buku tahun bagi bersi
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I/We of (Before completing this for
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Saya/Kami yang beralamat di (Sila l
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