Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

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62 Group Audit Committee Report • Reviewed the independence and objectivity of the external auditors and the services provided; • Reviewed the adequacy of the internal audit plans, scope of examination and internal audit reports and ensure that appropriate action is taken by Management in respect of the audit fi ndings and the Committee’s recommendations; • Reviewed the quarterly and year end fi nancial results of the Company and the Group prior to making a recommendation to the Board for approval and public release thereof; • Reviewed the Statement of Related Party Transactions and Procedures; • Reviewed the Statement of Internal Control and the Audit Committee Report before they were presented to the Board of Directors; • Considered and recommended to the Board the re-appointment of the external auditors of the Group and the audit fees; • Reviewed the appraisal of the performance of the internal audit staff and the KPI of the Group Internal Auditor; • Reviewed its term of reference and recommended to the Board for approval; • Reviewed the results of the Audit Committee Self-Assessment checklist; and • Verifi ed the allocation of options pursuant to the Company’s Employees’ Share Option Scheme and the movement of options at the end of the fi nancial year. Statement of Verifi cation on Allocation of Options Pursuant to Employees’ Share Option Scheme (“ESOS”) Paragraph 8.17(3) of Chapter 8 of the MMLR requires the Audit Committee to verify the allocation of options under the ESOS to comply with the criteria on the allocation of options at the end of each fi nancial year. The share options offered and granted to eligible employees of the Group in pursuant of the criteria as set out in the by-laws of the Company’s ESOS during the fi nancial year ended 2011 have been audited by Group Internal Audit. The Group Audit Committee having reviewed the Internal Audit Report thereon is satisfi ed that these options have been allocated in compliance with the by-laws of the Company’s ESOS. Internal Audit Function The Company has an Internal Audit Division whose primary responsibility is to conduct regular and systematic audits of the signifi cant operations of the Group based on assessed risks so as to provide reasonable and independent assurance to the Committee of the adequacy of the systems of internal control within the Group. The purpose, authority and responsibility of the internal audit function are articulated in an Internal Audit Charter approved by the Audit Committee and the Board. The annual group internal audit plan is approved by the Committee each year. The Internal Audit function, which is independent of the activities they audit, has carried out several planned audits and special ad-hoc reviews during the year. Reports on the adequacy of controls and extent of compliance with internal fi nancial policies and operational procedures in respect of the areas audited and recommendations to improve the existing systems of internal control and operational effectiveness have been provided to both operations management and the Committee. The Group Internal Audit Department is staffed by a team of 8 and the cost of maintaining the function in 2011 amounted to RM1,263,600 (2010: RM1,108,695). This Statement is made in accordance with a resolution of the Board of Directors dated 3 April 2012. Cahya Mata Sarawak Berhad
Utilisation of Proceeds raised from Corporate Proposals There were no proceeds raised by the Company from any corporate proposals during the fi nancial year 2011. Share Buy-Backs Additional Compliance Information The Company did not seek any authorisation from the shareholders on any proposal for share buy-back during the fi nancial year 2011. Options, Warrants or Convertible Securities During the fi nancial year ended 31 December 2011, a total of 35,000 options over ordinary shares were exercised pursuant to the Company’s Employees’ Share Option Scheme (“ESOS”). The Company did not issue any warrants or convertible securities during the fi nancial year 2011. American Depository Receipt (ADR) / Global Depository Receipt (GDR) The Company did not sponsor any ADR / GDR programme during the fi nancial year 2011. Sanctions and / or Penalty There were no sanctions or penalty imposed on the Company, its subsidiary companies, Directors or management by the relevant regulatory bodies during the fi nancial year 2011. Non-Audit Fees Non-audit fees of RM15,000 were paid to the external auditors for the fi nancial year 2011. Variation in Results There was no variance of 10% or more between the Audited Financial Statements 2011 and the unaudited fi nancial results for the year ended 31 December 2011 as announced by the Company on 28 February 2012. Profi t Guarantee There was no profi t guarantee given by the Company for the fi nancial year 2011. Material Contracts Save as disclosed below, there was no material contract involving Directors and major shareholders entered into during the fi nancial year 2011 by the Company and/or its subsidiaries: Share Sale Agreement dated 28 February 2011 between CMS Works Sdn Bhd, a wholly-owned subsidiary of the Company, and Putrajaya Perdana Berhad for the proposed acquisition of 1,000,000 ordinary shares representing 100% equity interest in CMS Roads Sdn Bhd and 5,000,000 ordinary shares representing 100% equity interest in CMS Pavement Tech Sdn Bhd for a total cash consideration of RM82,007,766 (“Proposed Acquisition”). The said proposed acquisition was completed on 6 May 2011. Revaluation Policy There was no revaluation of properties of the Company during the fi nancial year 2011. Recurrent Related Party Transactions of a Revenue Nature At the 36th Annual General Meeting held on 26 May 2011, the Company obtained Shareholders’ Mandate to allow the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature. Details of recurrent related party transactions conducted during the fi nancial year 2011 pursuant to the Shareholders’ Mandate are disclosed in Note 41 of the Audited Financial Statements 2011. Annual Report 2011 63
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Playing Our Role In Nation-building
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CONTENTS 2 3 4 8 13 14 15 20 Perfor
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Revenue (RM’000) Profi t before t
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“ Dear Shareholders, Group Chairm
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Whilst the opportunities for the Gr
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10 Mar 4 May 19 May 26 May 27 Jun 2
Page 13 and 14: 24 Feb 1 Jul 19 Oct 30 Nov 24 Feb 1
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Page 17 and 18: Board of Directors Tan Sri Dato’
Page 19 and 20: Y Bhg Dato’ Richard Alexander Joh
Page 21 and 22: Y Bhg Datu Michael Ting Kuok Ngie M
Page 23 and 24: DAVID LING KOAH WI Group General Co
Page 25 and 26: Segmental Analysis Segment Revenue
Page 27 and 28: Clinker CMS Cement owns East Malays
Page 29 and 30: Quarrying CMS Quarries Sdn Bhd and
Page 31 and 32: Construction & Road Maintenance The
Page 33 and 34: The Isthmus Property Development Th
Page 35 and 36: Education CMS Education Sdn Bhd own
Page 37 and 38: Strategic Investment: K&N Kenanga H
Page 39 and 40: CORPORATE RESPONSIBILITY
Page 41 and 42: Engagement & Communication Performa
Page 43 and 44: CMS Concrete Products Clay bricks m
Page 45 and 46: CMS Employees Volunteer in ‘Doing
Page 47 and 48: CSR Highlights Saving Lives Health
Page 49 and 50: Statement of Corporate Governance T
Page 51 and 52: Employees’ Share Option Scheme (
Page 53 and 54: Prior to each Board meeting, the Di
Page 55 and 56: Statement of Corporate Governance T
Page 57 and 58: Communicating with Shareholders and
Page 59 and 60: Responsibility The Board recognises
Page 61 and 62: Composition The Group Audit Committ
Page 63: Authority i. The Committee is autho
Page 67 and 68: FINANCIALS
Page 69 and 70: The directors have pleasure in pres
Page 71 and 72: Issue of Shares During the fi nanci
Page 73 and 74: Statement by Directors Pursuant to
Page 75 and 76: Independent Auditors’ Report To t
Page 77 and 78: ASSETS Group Company Note 2011 2010
Page 79 and 80: Statements of Changes In Equity For
Page 81 and 82: Statements of Cash Flows For the fi
Page 83 and 84: Statements of Cash Flows For the fi
Page 85 and 86: Notes to the Financial Statements F
Page 107 and 108: 5. Interest income Notes to the Fin
Page 109 and 110: 8. Profi t before tax Notes to the
Page 111 and 112: 10. Directors’ remuneration (cont
Page 113 and 114: 12. Earnings per share (a) Basic ea
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13. Property, plant and equipment (
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Notes to the Financial Statements F
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14. Prepaid land lease payments Cos
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18. Goodwill Notes to the Financial
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19. Investments in subsidiaries (co
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20. Investments in associates (cont
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22. Deferred tax (contd.) Notes to
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24. Trade and other receivables (co
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25. Other current assets Notes to t
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28. Cash and bank balances (contd.)
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30. CMS Income Securities (contd.)
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30. CMS Income Securities (contd.)
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32. Trade and other payables Notes
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36. Other reserves (contd.) Company
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38. Employee benefi ts (contd.) Not
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39. Commitments (contd.) Notes to t
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40. Contingencies (contd.) (b) Othe
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41. Related party transactions (con
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45. Segment information Notes to th
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46. Dividends Notes to the Financia
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OTHER INFORMATION
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Name of Direct Indirect % of Substa
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List of Properties As at 31 Decembe
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** Land owned by third party Revalu
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Construction & Road Maintenance CMS
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1. To receive the Audited Financial
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Names of Directors who are standing
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Form of Proxy No. of Shares Held: C
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CAHYA MATA SARAWAK BERHAD (Company
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Notes to the Financial Statements - Cahaya Mata Sarawak Bhd

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