Annual Report 2011 (Part I) - Wawasan TKH Holdings Berhad

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STATEMENT ON CORPORATE GOVERNANCE (cont’d) 013 NOMINATION COMMITTEE The role of the Nomination Committee is to recommend suitable candidates with optimal mix of qualifications, skills and experiences to the Board. The Committee also carries out evaluation on the effectiveness of the Board as a whole, the various Committees of the Board and each individual Director’s contribution to the effectiveness of the Board’s decision making process. The members of the Nomination Committee are:- • Michael Lim Hee Kiang (Chairman of Committee) • Dato’ Tan Boon Pun REMUNERATION COMMITTEE The objective of the Remuneration Committee is to recommend to the Board the remuneration packages of the Executive Directors in all its forms, drawing from outside advice as necessary. The members of the Remuneration Committee are:- • Michael Lim Hee Kiang (Chairman of Committee) • Dato’ Tan Boon Pun AUDIT COMMITTEE The duties and responsibilities as reflected in the terms of reference of the Committee as well as the members of the Committee are set out on pages 17 to 18 of this Annual Report. RELATIONS WITH SHAREHOLDERS AND INVESTORS The Board maintains a good rapport with shareholders and recognises the importance of proper and timely dissemination of information to the shareholders and investors. The distribution of annual reports, the release of financial results on a quarterly basis and announcement to Bursa Securities provide shareholders and the investing public with an overview of the Group’s performance and operations. The Annual General Meeting (“AGM”) is the principal forum for dialogue with public shareholders. The Board encourages participation from shareholders by having a question and answer session during the AGM whereby Directors are available to discuss aspects of the Group’s performance and its business activities. The Company's website, www.wwtkh.com, serves as an additional and useful medium for communication and as a source of updated information to our shareholders and the general public. Together with links to the subsidiaries’ websites, all relevant information on the Group is now easily accessible. ACCOUNTABILITY AND AUDIT Relationship with the Auditors Through the Audit Committee, the Company has established a transparent and appropriate relationship with the Group’s external auditors in seeking their professional advice towards ensuring compliance with the relevant accounting standards. The role of the Audit Committee in relation to external auditors is stated under the terms of reference of the Audit Committee on pages 17 to 18 of this Annual Report. Statement of Internal Control The Board acknowledges its overall responsibility for maintaining a sound system of internal control to manage principal risks and to safeguard shareholders’ investment and the Group’s assets. The Board’s Statement on Internal Control is as set out on pages 15 to 16 of this Annual Report.
014 STATEMENT ON CORPORATE GOVERNANCE (cont’d) Financial Reporting and Directors’ Responsibilities Statement The Directors are responsible for ensuring that financial statements are drawn up in accordance with applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia. In presenting the financial statements that gives a true and fair view of the financial positions of the Company and the Group, the Board has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates. The Directors also strive to ensure that financial reporting present a fair and understandable assessment of the Group’s and Company’s position and prospects. Quarterly financial statements were reviewed by the Audit Committee and approved by the Board prior to the release to the Bursa Securities. The statement by Directors made pursuant to Section 169 of the Companies Act, 1965 is set out on page 25 of this Annual Report. OTHER INFORMATION Non-audit fees The non-audit fees paid to external auditors by the Company and its subsidiaries during the financial year ended 31 December 2011 amounted to RM10,500. Share Buy-Back During the financial year, the Company did not enter into any share buy back transactions. Depository Receipt (“DR”) Programme During the financial year, the Company did not sponsor any DR Programme. Sanctions and/ or Penalties There were no sanctions or penalties imposed on the Company by the relevant regulatory bodies during the financial year. Variation of Results There were no material variances between the results for the financial year and the unaudited results announced. Profit Guarantee During the financial year, there was no profit guarantee given by the Company. Material Contracts or Loans There was no material contract entered into by the Company and/or its subsidiaries involving Directors’ and major shareholders’ interests during the financial year. Recurrent Related Party Transactions (“RRPT”) The information on RRPT for the financial year is presented in the Audited Financial Statements in the Annual Report.
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Page 3 and 4: 002 CORPORATE INFORMATION BOARD OF
Page 5 and 6: 004 CHAIRMAN’S STATEMENT (cont’
Page 7 and 8: 006 FIVE-YEAR FINANCIAL HIGHLIGHTS
Page 9 and 10: 008 DIRECTORS’ PROFILE (cont’d)
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Page 19 and 20: 018 AUDIT COMMITTEE REPORT (cont’
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Annual Report 2011 (Part I) - Wawasan TKH Holdings Berhad

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