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SPECIAL BUSINESS (cont’d.) Ordinary Resolution – Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions “THAT, subject to the Companies Act, 1965 (Act), the Memorandum and Articles of Association of the Company and the Listing Requirements of the Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its Subsidiaries to enter into all transactions involving the Related Parties as specified in Section 2.3.1 of the Circular to Shareholders dated 3 March 2005 provided that such transactions are:- (i) recurrent transactions of a revenue or trading nature; (ii) necessary for the day-to-day operations; (iii) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and (iv) are not to the detriment of the minority shareholders. AND THAT such approval shall continue to be in force until:- (i) the conclusion of the next Annual General Meeting (AGM), at which time it will lapse, unless by a resolution passed at the said AGM, such authority is renewed; (ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (iii) revoked or varied by a resolution passed by the Shareholders in a General Meeting; whichever is the earlier. And further that the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Mandate.” Resolution Number 11 161
162 Notice of Annual General Meeting SPECIAL BUSINESS (cont’d.) Ordinary Resolution – Proposed Additional Shareholders’ Mandate for Recurrent Related Party Transactions “THAT, subject always to the Listing Requirements of the Bursa Malaysia Securities Berhad, the Company and its Subsidiaries shall be mandated to enter into recurrent transactions of a revenue or trading nature with the Related Party as specified in Section 2.3.2 of the Circular to Shareholders dated 3 March 2005 subject further to the following: (i) the transactions are in the ordinary course of business and are on terms not more favourable than those generally available to the public and not to the detriment of the minority shareholders; (ii) disclosure will be made of a breakdown of the aggregate value of transactions conducted pursuant to the Mandate during the financial year based on the following information in the Company’s Annual Report and in the Annual Reports for subsequent financial years that the Mandate continues in force:- (a) the type of the recurrent related party transactions made; and (b) the names of the related parties involved in each type of the recurrent related party transactions made and their relationship with the Company; and Resolution Number 12
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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 111 and 112: 110 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 and 160: 158 ORDINARY BUSINESS NOTICE IS HER
Page 161: 160 Notice of Annual General Meetin
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Page 169: Boustead Management Services Sdn Bh
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