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ORDINARY BUSINESS (cont’d.) To approve Directors’ Fees. To reappoint Auditors and to authorise the Directors to determine their remuneration. SPECIAL BUSINESS To consider and, if thought fit, pass the following resolutions:- Ordinary Resolution – Authority to Allot and Issue Shares In General Pursuant to Section 132D of the Companies Act, 1965. “THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to time and upon such terms and conditions and for such purposes as the Directors, may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are hereby also empowered to obtain approval from the Bursa Malaysia Securities Berhad for the listing and quotation of the additional shares so issued and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.” Resolution Number 7 8 9 159
160 Notice of Annual General Meeting SPECIAL BUSINESS (cont’d.) Ordinary Resolution – Approval to Transact with Directors Pursuant to Section 132E of the Companies Act, 1965. “THAT pursuant to Section 132E of the Companies Act, 1965 (Act), authority be and is hereby given to the Company or its Subsidiaries to enter into arrangements or transactions with the Directors of the Company or its holding corporation or its related corporations or any person connected with such Directors (within the meaning of Section 122A of the Act) whereby the Company or its Subsidiaries may dispose to such Directors or connected persons non-cash assets of the requisite value AND THAT such transactions are carried out on terms set out below. Terms: The following graduated discount for the purchase of units/land at any housing projects developed by the Boustead Group be given to all Directors of Boustead Holdings Berhad and Boustead Properties Berhad: (i) for units/land valued above RM500,000 – 20% discount (inclusive of 7% discount given to Bumiputra purchasers); (ii) for units/land below RM500,000 – 17% discount (inclusive of 7% discount given to Bumiputra purchasers); on condition that the Board member has served at least 2 years, that the discount is not more than RM250,000 and the property must not be disposed within 5 years of purchase. The Board member is entitled to the same benefit for the purchase of a second unit provided it is made five years after the first purchase. AND THAT such authority shall continue to be in force until: (a) the conclusion of the next Annual General Meeting (AGM) of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) that expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by Company in general meeting; whichever is the earlier.” Resolution Number 10
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22 corporate governance 38 chairman
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2 Board of Directors
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4 Directors’ Profile Y. Bhg. Gen.
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6 TOP Y. Bhg. Lt. Gen. (R) Dato’
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8 Y. Bhg. Dato’ (Dr.) Megat Abdul
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10 Corporate Information Directors
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12 Senior Management Team En. Danie
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14 Senior Management Team En. Andre
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16 THE BOARD OF DIRECTORS OF BOUSTE
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18 TERMS OF REFERENCE OF THE AUDIT
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20 ACTIVITIES DURING THE FINANCIAL
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22 corporate governance THE BOARD O
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24 Corporate Governance COMPOSITION
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26 Corporate Governance INFORMATION
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28 Corporate Governance Remuneratio
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30 Corporate Governance DIRECTORS
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32 Statement on Internal Control BO
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34 Statement on Internal Control IN
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36 1,300 1,040 780 520 260 0 Five Y
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38 chairman’s statement DEAR SHAR
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40 ECONOMIC LANDSCAPE On the broade
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42 FINANCIAL PERFORMANCE The facts
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44 Although the privatisation of Bo
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46 In addition, other programmes we
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48 OUTLOOK AND PROSPECTS On a Group
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50 chief executive’s review DEAR
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52 Chief Executive’s Review CORPO
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54 In 2004, the division registered
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56 In addition, our commercial clon
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58 The appeal of this design lies i
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60 Year 2004 was an exceptional yea
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62 Up north in Bukit Mertajam, Jern
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64 The division’s contribution of
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66 The division recorded strengthen
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68 TRADING Boustead Global Trade Ne
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70 improving supply and demand tren
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72 Directors’ Report The Director
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74 Directors’ Report DIRECTORS’
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76 Directors’ Report EMPLOYEES’
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78 Directors’ Report OTHER STATUT
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80 Statement by Directors and Statu
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82 Auditors’ Report We are satisf
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84 Balance Sheets For the year ende
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86 Statements of Changes in Equity
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88 Statements of Changes in Equity
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90 Cash Flow Statements For the yea
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92 Accounting Policies (c) ASSOCIAT
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94 Accounting Policies (f) PROPERTY
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96 Accounting Policies (l) EMPLOYEE
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98 Accounting Policies (p) FINANCIA
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100 Notes to the Financial Statemen
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Page 109 and 110: 108 Notes to the Financial Statemen
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Page 145 and 146: 144 Recurrent Related Party Transac
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Page 149 and 150: 148 Group Property Portfolio Age of
Page 155 and 156: 154 Location of Group Plantation Pr
Page 157 and 158: 156 Shareholding Statistics Analysi
Page 159: 158 ORDINARY BUSINESS NOTICE IS HER
Page 163 and 164: 162 Notice of Annual General Meetin
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Page 169: Boustead Management Services Sdn Bh
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