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Folk Fong Shing @ Kok Fong Hing Independent Non-Executive Director Mr Folk Fong Shing @ Kok Fong Hing, a Malaysian, aged 78, was appointed to the Board on 6 June 2001. He is also the Chairman of the Company’s Audit Committee, Remuneration Committee and a member of the Nomination Committee of the Company. Mr Folk obtained a Masters Degree in Business Administration from the University of East Asia, Macau. He is a member of the Malaysian Institute of Accountants and a member of the Association of Australian Certified Practising Accountants. He has a total of 38 years of working experience in accounting, auditing, business advisory, company secretarial and tax compliance/tax investigation work; first as a senior officer with the Department of Inland Revenue and later as Senior Partner of a public accounting firm. He is also the author of “A Practical Handbook on Company Secretarial Practice” and “Directors of Public Listed Company-Legal Obligations & Responsibilities” both published by Leeds Publications in 1996 and 2002 respectively, and “The Story of My Life” published in 2008. He is presently writing a book on travel. Mr Folk has an indirect interest in LCB Shares by virtue of 10,300 warrants with a right to subscribe for one new LCB Share for every one warrant held at RM1.00 per new LCB Share. Mr Folk attended all six (6) Board Meetings of the Company held during the financial year ended 30 June 2010. M. Chareon Sae Tang @ Tan Whye Aun Non-Independent Non-Executive Director Mr M. Chareon Sae Tang @ Tan Whye Aun, a Malaysian, aged 71, was appointed to the Board on 4 May 1984. He is also the Chairman of the Company’s Nomination Committee, and a member of the Audit Committee and Remuneration Committee. Mr Tang obtained his Bachelor of Law degree from King’s College, the University of London and is a Barrister-at-Law of the Inner Temple London. He has been in legal practice since 1968, first as a legal assistant in Messrs Shearn & Delamore, and later as a Partner at Messrs Chye, Chow Chung & Tang until 1976. Presently, he manages his own legal practice, Messrs C.S. Tang & Co. Mr Tang has an indirect interest in 490,900 LCB Shares. Mr Tang is also a Director of ACB Resources Berhad, a public company, and Tomei Consolidated Berhad, a public listed company. Mr Tang attended all six (6) Board Meetings of the Company held during the financial year ended 30 June 2010. Save as disclosed above, none of the Directors has (i) any interest in securities in the Company or its subsidiaries; (ii) any family relationship with any Director and/or major shareholder of the Company; (iii) any conflict of interests with the Company; and (iv) any conviction for offences within the past ten (10) years. 8
CORPORATE GOVERNANCE STATEMENT The Board of Directors (“Board”) recognises the importance of practising and maintaining good corporate governance to direct the businesses of the Group towards enhancing business prosperity and long term value for its shareholders. The Board is fully committed in ensuring that the highest standard of corporate governance is practised and maintained throughout the Group as the underlying principle in discharging its responsibilities. The Board is pleased to present below a description of how the Group has applied the principles of good governance and the extent to which it has complied with the best practices set out in the Malaysian Code on Corporate Governance (“Code”). These principles and best practices have been applied consistently throughout the financial year ended 30 June 2010 except where otherwise stated herein. 1. DIRECTORS The Board The Board is entrusted with the responsibility in leading and directing the Group towards realising long term shareholders’ values. The Board retains full and effective control of the Group’s strategic plans, overseeing the conduct of the Group’s businesses, implementing an appropriate system of risk management and ensuring the adequacy and integrity of the Group’s system of internal control. The Board meets on a quarterly basis, with additional meetings convened as and when necessary. During the financial year ended 30 June 2010, six (6) Board Meetings were held and each Director attended at least 50% of the total Board Meetings held during the financial year. Details of attendance and a brief profile of each member of the Board are set out in the Directors’ Profile section of this Annual Report. Board Composition and Balance The Board comprises seven (7) Directors, six (6) of whom are non-executive. The current Board composition complies with the Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Listing Requirements”). The broad range of experience, skills and knowledge of the Directors effectively facilitate the discharge of the Board’s stewardship. Represented on the Board are four (4) independent non-executive Directors who bring their independent advice, views and judgement to bear on the decision-making process of the Group to ensure that a balanced and unbiased deliberation process is in place to safeguard the interests of other stakeholders. As and when a potential conflict of interest arises, it is mandatory practice for the Directors concerned to declare their interests and abstain from the decision-making process. The Group Chairman also assumes the position of the Group’s Managing Director. He brings with him a wealth of over 35 years of experience in the business operations of the Group and possesses the calibre to ensure that policies and strategies approved by the Board are effectively implemented. In view of the vast experience of the Group Chairman/Managing Director, the Board considers the departure from the recommended practice of separating the functions as appropriate under the present circumstances. Board Committees The Board delegates certain functions to several committees, namely the Audit Committee, Nomination Committee, Remuneration Committee and Executive Share Option Scheme Committee to support and assist in discharging its fiduciary duties and responsibilities. The respective committees report to the Board on matters considered and their recommendations thereon. The ultimate responsibility for the final decision on all matters, however, lies with the Board. The Board may form other committees delegated with specific authorities to act on its behalf whenever required. These committees operate under approved terms of reference or guidelines set out by the Board. 9
Page 2 and 3: CONTENTS Page Notice of Meeting 1 C
Page 4 and 5: 6.1.2 Proposed Shareholders’ Mand
Page 6 and 7: CORPORATE INFORMATION Board of Dire
Page 8 and 9: Tan Sri Cheng Yong Kim Non-Independ
Page 12 and 13: Supply of Information The Board as
Page 14 and 15: 3. RELATIONS WITH SHAREHOLDERS AND
Page 16 and 17: AUDIT COMMITTEE REPORT COMPOSITION
Page 18 and 19: ACTIVITIES DURING THE FINANCIAL YEA
Page 20 and 21: NOMINATION COMMITTEE Chairman : Mr
Page 22 and 23: THE GROUP’S BUSINESSES • Aerial
Page 24 and 25: sebanyak 25%. Kesan positif pengumu
Page 26 and 27: CHAIRMAN’S STATEMENT On behalf of
Page 28 and 29: 主席报告我谨代表董事部,
Page 30 and 31: FINANCIAL STATEMENTS 2010 For The F
Page 32 and 33: DIRECTORS’ INTERESTS (continued)
Page 34 and 35: OTHER STATUTORY INFORMATION Before
Page 36 and 37: INCOME STATEMENTS FOR THE FINANCIAL
Page 38 and 39: BALANCE SHEETS (continued) AS AT 30
Page 40 and 41: Group STATEMENTS OF CHANGES IN EQUI
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4. CHANGES IN ACCOUNTING POLICIES (
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4. CHANGES IN ACCOUNTING POLICIES (
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5. CRITICAL ACCOUNTING JUDGEMENTS A
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9. PROFIT/(LOSS) FROM OPERATIONS Th
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11. OVER PROVISION FOR LOSS Pursuan
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14. PROPERTY, PLANT AND EQUIPMENT F
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14. PROPERTY, PLANT AND EQUIPMENT (
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14. PROPERTY, PLANT AND EQUIPMENT (
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18. INVESTMENT IN SUBSIDIARIES 74 C
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18. INVESTMENT IN SUBSIDIARIES (con
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19. INVESTMENT IN ASSOCIATES Group
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20. OTHER INVESTMENTS Long Term Inv
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21. TRADE AND OTHER RECEIVABLES Gro
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22. DEFERRED TAXATION (continued) D
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26. NON-CURRENT ASSETS CLASSIFIED A
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29. PREFERENCE SHARES Megasteel iss
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29. PREFERENCE SHARES (continued) T
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30. BORROWINGS (continued) The weig
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30. BORROWINGS (continued) (A) Synd
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31. REDEEMABLE CONVERTIBLE SECURED
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32. BONDS AND DEBTS Group Company 2
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32. BONDS AND DEBTS (continued) (A)
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33. DEFERRED LIABILITIES 104 Group
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36. EMPLOYEE BENEFITS (a) Defined B
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36. EMPLOYEE BENEFITS (continued) (
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39. RELATED PARTY TRANSACTIONS Rela
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40. SEGMENTAL ANALYSIS (continued)
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40. SEGMENTAL ANALYSIS (continued)
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42. FINANCIAL INSTRUMENTS Financial
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42. FINANCIAL INSTRUMENTS (continue
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INDEPENDENT AUDITORS’ REPORT TO T
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LIST OF GROUP PROPERTIES AS AT 30 J
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Thirty Largest Registered Sharehold
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Thirty Largest Registered Warrant H
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OTHER INFORMATION (I) MATERIAL CONT
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(IV) STATUS OF CONDITIONS IMPOSED B
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✄ FORM OF PROXY CDS ACCOUNT NUMBE
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