directors - The Lion Group

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Amount Nature of Recurrent Transactions Related Parties RM’000 (b) Property based (i) The provision of storage, Ributasi Holdings Sdn Bhd Group 4,913 leasing, rental of properties (“Ributasi Group”) (2) and related services LDHB Group (1) 5,168 118 10,081 (ii) The awarding of contracts, LCB Group (1) 525 nomination of sub-contractors and consultants for property projects (c) Others (i) The provision of management Silverstone Corporation Berhad Group 136 and support, training and other (“SCB Group”) (1) related services Notes: (ii) The obtaining of security services Amsteel Group (1) 768 and security communication equipment (iii) The purchase of motor vehicles, LFIB Group (1) 1,108 component parts and other related SCB Group (1) 12 products and services 1,120 (iv) The purchase of office equipment, LCB Group (1) 57 furniture and other industrial Ributasi Group (2) 17 products 74 “Group” includes subsidiary and associated companies. (1) Company in which a Director and certain major shareholders of the Company have an interest. (2) Company in which a Director and a major shareholder of the Company have an interest.
(IV) STATUS OF CONDITIONS IMPOSED BY THE SECURITIES COMMISSION (“SC”) The status of the various conditions imposed by the SC in its approval of the Group Wide Restructuring Scheme (“GWRS”) are as follows: (a) Status of Compliance on Restructuring of Organisational and Financial Management System As mentioned in the previous years’ Annual Report, the Group had strengthened its Organisational and Financial Management System through the recruitment of experienced and capable personnel to head the Group’s operations and the streamlining of the management reporting system. Whilst the identification and recruitment of further specialised and skilled human resources is an ongoing process, the Group, as reported previously, had complied with all material recommendations by PricewaterhouseCoopers Consulting Sdn Bhd (“PwC”) as set out in the Circular to Shareholders dated 9 January 2003. Summarised below are the current organisational and financial management structure. 1. ORGANISATION STRUCTURE As proposed by PwC, the Lion Group organisation structure is currently segregated into three (3) distinct levels covering the structure at the overall Group Management level, Public Listed Company (“PLC”) Management level and also the structure at the various key operating companies (“KOCs”) level. 1.1 Group Management Structure The Group Executive Chairman heads and oversees the Group’s functions and his primary duties include, amongst others, the setting of overall strategic and business directions for the Lion Group to ensure shareholders’ values are achieved and also to ensure that the objectives of the GWRS are met. In the discharge of his duties, he is supported by the various high level committees including the Group Investment Committees and the Group Management Committee. Members of these committees comprise Group Directors, Group Executive Directors and the Managing Directors of the PLCs. The post of Group Finance Director is currently overseen by a Group Executive Director. 1.2 Lion Industries Corporation Berhad (“LICB”) Management Structure The LICB’s management structure is headed by a well-balanced and experienced Board of Directors. Reporting directly to the Board is the Managing Director (“MD”) who is accountable for the financial performance and profitability of LICB as well as the implementation of various strategic business plans and objectives of the LICB Group. Together with the Financial Controller, they are responsible for overseeing the divestment plans of the LICB Group. The Chief Executive Officer (“CEO”) and General Managers of the various KOCs also report directly to the MD. The Board is also supported by the Audit Committee, the majority of whom are independent Directors. The Audit Committee is assisted by the internal audit function. 1.3 KOC Organisation Structure Each KOC is headed by a CEO who is responsible for the operational and financial performance and profitability of the KOC. His team includes the Financial Controller and the heads of department of manufacturing, sales and marketing, management information system and human resource. 2. FINANCIAL MANAGEMENT The recommendations from PwC to streamline the reporting processes for our China operations as well as to meet the stringent reporting requirements of the GWRS have largely been put in place via the enhancement in the reporting packages in terms of consistency and completeness. The management is also working closely with the Monitoring Accountants to ensure LICB’s financial performance is reported to its lenders in a timely and comprehensive manner. The LICB Group’s financial management system has been further strengthened following the establishment of the Corporate Risk Management framework which seeks to identify, evaluate, control and monitor various risk profiles faced by the Group. 119
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CONTENTS The inner pages are printe
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7.2 Proposed Renewal of Shareholder
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STATEMENT ACCOMPANYING NOTICE OF AN
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DIRECTORS’ PROFILE Tan Sri Dato
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Cheng Yong Liang Non-Independent No
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Supply of Information The Board mem
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Financial Reporting The Board aims
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AUDIT COMMITTEE REPORT COMPOSITION
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ACTIVITIES DURING THE FINANCIAL YEA
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NOMINATION COMMITTEE Chairman : Y.
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THE GROUP’S BUSINESSES Advanced s
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CHAIRMAN’S STATEMENT On behalf of
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Beverage 2005 2004 RM’ Million RM
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(c) On 23 November 2004, the Compan
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RESERVES AND PROVISIONS There were
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DIRECTORS’ INTERESTS The Director
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AUDITORS The auditors, Messrs Deloi
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INCOME STATEMENTS FOR THE YEAR ENDE
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The Group The Company 2005 2004 200
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CASH FLOW STATEMENTS FOR THE YEAR E
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(ii) ANALYSIS OF DISPOSAL AND LIQUI
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The Company 43 2005 2004 Note RM’
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NOTES TO THE FINANCIAL STATEMENTS 1
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(f) On 24 February 2005, the Compan
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(iv) Beverage Division Gross invoic
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Property, Plant and Equipment Prope
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Associated Companies An associated
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Receivables Trade and other receiva
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7. DIRECTORS’ REMUNERATION Direct
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11. INCOME TAX (EXPENSE)/CREDIT Inc
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The Group ACCUMULATED DEPRECIATION
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The depreciation charge is allocate
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17. LAND HELD FOR PROPERTY DEVELOPM
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Page 71 and 72: The effects of the abovementioned d
Page 73 and 74: 20. LONG-TERM INVESTMENTS 71 The Gr
Page 75 and 76: 21. DEFERRED TAX ASSETS/LIABILITIES
Page 77 and 78: 24. INVENTORIES Inventories consist
Page 79 and 80: 27. TRADE RECEIVABLES 77 The Group
Page 81 and 82: 29. RELATED COMPANY TRANSACTIONS (a
Page 83 and 84: 30. DEPOSITS, CASH AND BANK BALANCE
Page 85 and 86: 33. LEASE AND HIRE-PURCHASE PAYABLE
Page 87 and 88: 85 The Group The Company 2005 2004
Page 89 and 90: (iii) proceeds from the redemption
Page 91 and 92: 37. DEFERRED LIABILITIES 89 The Gro
Page 93 and 94: 39. RESERVES 91 The Group The Compa
Page 95 and 96: The Group The Company 2005 2004 200
Page 97 and 98: The Group Timber 2005 Property extr
Page 99 and 100: (b) Geographical Segments: The Grou
Page 101 and 102: Financial Risk Management Objective
Page 103 and 104: 47. SUBSIDIARY COMPANIES The subsid
Page 105 and 106: Effective Percentage Name of Compan
Page 107 and 108: Effective Percentage Name of Compan
Page 109 and 110: STATEMENT BY DIRECTORS The Director
Page 111 and 112: INFORMATION ON LEVEL 1 SPONSORED AM
Page 113 and 114: Tenure/ Net Date of Address Expiry
Page 115 and 116: Tenure/ Net Date of Address Expiry
Page 117 and 118: Registered Shareholders No. of Shar
Page 119: OTHER INFORMATION (I) NON-AUDIT FEE
Page 123 and 124: (c) Issues Affecting the Joint-Vent
Page 125: ✄ FORM OF PROXY I/We ............
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directors - The Lion Group

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