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(iii) that such authority shall continue to be in force until (a) the conclusion of the next Annual General Meeting (AGM) of the Company following the general meeting at which the Proposed Shareholders’ Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next AGM after this date is required to be held pursuant to section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Companies Act, 1965); or (c) revoked or varied by a resolution passed by the shareholders in a General Meeting; whichever is earlier provided that such transactions are made on an arms length basis and on normal commercial terms.” To transact any other ordinary business of the Company. Kuala Lumpur By Order of the Board SHARIFAH MALEK 3 March 2005 Secretary FINAL DIVIDEND AND BOOKS CLOSURE If approved, the above dividend will be paid to shareholders on 25 May 2005. NOTICE IS HEREBY GIVEN that the Transfer Register and Register of Members of the Company will be closed on 27 April 2005 for the determination of shareholders’ entitlements to the said dividend. Resolution Number — 163
164 Notice of Annual General Meeting Note:- (a) Any member entitled to attend and vote may appoint a Proxy, who need not be a member, to attend and vote on his or her behalf. A corporation being a member of the Company may appoint one of its officers or any other person as its Proxy. Ordinary Shareholders are being sent herewith a Form of Proxy with provision for two way voting on the foregoing numbered resolutions. The instrument appointing a Proxy must be lodged at the Registered Office not less than forty-eight hours before the time of the Meeting. (b) The ordinary resolution proposed under item 9 above, if passed, will give powers to the Directors to issue up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interests of the Company. This authority will, unless revoked or varied by the Company in a General Meeting, expire at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General Meeting required by law to be held, whichever is earlier. (c) Section 132E of the Companies Act, 1965, prohibits a company or its subsidiaries from entering into any arrangements or transactions with its directors or persons connected with such directors in respect of the acquisition from or disposal to such directors or connected persons any non-cash assets of the ‘requisite value’ without prior approval of the company in a General Meeting. According to the Act, a non-cash asset is considered to be of the ‘requisite value’ if, at the time of the arrangements or transactions, its value is greater than two hundred and fifty thousand ringgit or 10% of the Company’s net assets, subject to a minimum of ten thousand ringgit. The ordinary resolution 10 if passed, will authorise the Company and each of its Subsidiaries to dispose to its Directors or connected persons, non-cash assets which may fall within the definition of ‘requisite value’. The Board member is required to serve 2 years before he is entitled to the graduated discount. 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. (d) The proposed resolutions 11 and 12, if passed, will enable the Company and/or its Subsidiaries to enter into recurrent transactions involving the interests of Related Parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company.
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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 113 and 114: 112 Notes to the Financial Statemen
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Page 159 and 160: 158 ORDINARY BUSINESS NOTICE IS HER
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