FORGING AHEAD - Tradewinds Plantation Berhad

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58 CORPORATE GOVERNANCE STATEMENT ON CORPORATE GOVERNANCE During the financial year the Board holds at least four (4) regular scheduled meetings annually with additional meetings for particular matters as and when necessary. Details of the attendance of Directors at the scheduled or additional board meetings are as follows: Directors No of Percentage Meetings % Attended Dato’ Wira Syed Abdul Jabbar bin Syed Hassan 6/6 100 Ooi Teik Huat 6/6 100 Pakhruddin bin Sulaiman 6/6 100 Bakry bin Hamzah 6/6 100 Chuah Seong Tat @ Chuah Chee Tat 6/6 100 Mohd Nazri bin Md. Shariff 6/6 100 All the Directors fulfilled the requirements of the Listing Requirements in respect of board meeting attendance. C. SUPPLY OF INFORMATION The Directors are provided with documents on matters requiring their consideration in a timely manner prior to the Board meetings. This is to ensure the Directors are able to obtain further explanations, where necessary, deliberate knowledgeably on issues and to enable the Directors to discharge their duties effectively and efficiently. The Board papers provide information on Group performance and major operational, financial and corporate issues. TRADEWINDS PLANTATION BERHAD Annual Report 2010 The Directors have access to the advice and services of the Company Secretary and senior management in carrying out their duties. The Directors may, whether as a full Board member or in their individual capacity obtain independent professional advice at the Group’s expense, where necessary and in appropriate circumstances, in furtherance of their duties. The Directors are also notified of any corporate announcements released to Bursa Malaysia Securities Berhad from time to time. D. APPOINTMENTS AND RE-ELECTIONS OF DIRECTORS The Company has instituted formal and transparent procedures for the appointment and re-election of Directors. The Nomination Committee is primarily responsible to propose, consider and recommend to the Board, candidates for directorships to be filled in the Board and Committees of the Board. The Nomination Committee also carries out annual assessments of the Board of Directors through comprehensive questionnaires and make recommendations for the reappointment and re-election of Directors at the Annual General Meeting. E. DIRECTORS’ TRAINING All members of the Board have attended and successfully completed the Mandatory Accreditation Programme (“MAP”). In compliance with paragraph 15.09 of the Listing Requirements, all Directors have attended at least one seminar or conference either organized internally or externally last year including the following:-
1. Dato’ Wira Syed Abdul Jabbar bin Syed Hassan • Audit Committee Institute Roundtable Discussion on Going Forward: Risk & Reform – Implications for Audit Committee Oversight held on 2 June 2010 (KPMG) • Seminar on Corporate Governance and the Media held on 7 July 2010 (Bursatra Sdn Bhd) • The MPH Power-Packed Seminar - Investment Opportunities For 2010 And Beyond For Asian Companies And Investors held on 8 July 2010 (Jim Rogers) • Seminar on Recent Tax Cases & Developments held on 9 July 2010 (Lee Hishammuddin Allen & Gledhill) • Financial Institutions Directors’ Education Programme - Developing High Impact Boards - Module 2 held on 2 & 3 August 2010 (Bank Negara Malaysia & Perbadanan Insurans Deposit Malaysia) • Financial Institutions Directors’ Education Programme - Developing High Impact Boards - Module 3 held on 20 & 21 September 2010 (Bank Negara Malaysia & Perbadanan Insurans Deposit Malaysia) • Financial Institutions Directors’ Education Programme - Developing High Impact Boards - Module 1 held on 4 & 5 October 2010 (Bank Negara Malaysia & Perbadanan Insurans Deposit Malaysia) • Financial Institutions Directors’ Education Programme - Developing High Impact Boards - Module 4 held on 18 & 19 October 2010 (Bank Negara Malaysia & Perbadanan Insurans Deposit Malaysia) 2. Mr. Ooi Teik Huat • Forum on FRS 139 – Financial Instruments Standard held on 21 January 2010 (Bursa Malaysia) • Seminar on Corporate Governance and the Media held on 7 July 2010 (Bursatra Sdn Bhd) • The MPH Power-Packed Seminar - Investment Opportunities For 2010 And Beyond For Asian Companies And Investors held on 8 July 2010 (Jim Rogers) • Seminar on Recent Tax Cases & Developments held on 9 July 2010 (Lee Hishammuddin Allen & Gledhill) • Seminar on Preventing Corporate Misdeeds: Principal Roles, Responsibilities and Accountabilities of Directors and Corporate Management held on 9 December 2010 (Tradewinds (M) Berhad) 3. Encik Pakhruddin bin Sulaiman CORPORATE GOVERNANCE • MICG Annual Directors Duties & Governance Conference – “Towards Boardroom Excellence and Corporate Governance Best Practices” held on 13 & 14 January 2010 (Malaysian Institute of Corporate Governance) • Corporate Governance Week 2010 – Towards Corporate Governance Excellence held on 28 June to 2 July 2010 (Bursa Malaysia & Securities Commission) • Seminar on Corporate Governance and the Media held on 7 July 2010 (Bursatra Sdn Bhd) • Seminar on Preventing Corporate Misdeeds: Principal Roles, Responsibilities and Accountabilities of Directors and Corporate Management held on 9 December 2010 (Tradewinds (M) Berhad) TRADEWINDS PLANTATION BERHAD Annual Report 2010 59
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Level 9, Menara HLA No. 3, Jalan Ki
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CORPORATE GOVERNANCE 56 Statement o
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4 STATUTORY REPORTING NOTICE OF ANN
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NOTICE OF ANNUAL GENERAL MEETING AN
Page 10 and 11: 8 STATUTORY REPORTING STATEMENT ACC
Page 12 and 13: GROUP FINANCIAL HIGHLIGHTS 2010 200
Page 14: STRATEGIC INVESTMENTS We will remai
Page 18 and 19: 16 CORPORATE INFORMATION FINANCIAL
Page 20 and 21: 18 CORPORATE INFORMATION CORPORATE
Page 22 and 23: 20 CORPORATE INFORMATION BOARD OF D
Page 28 and 29: 26 CORPORATE INFORMATION TRADEWINDS
Page 30 and 31: 28 CORPORATE INFORMATION MANAGEMENT
Page 32 and 33: 30 CORPORATE INFORMATION GROUP CORP
Page 35: STRATEGIC DIVERSIFICATIONS Through
Page 38 and 39: 36 PERFORMANCE REVIEW CHAIRMAN’S
Page 46 and 47: 44 PERFORMANCE REVIEW BuSINESS REvI
Page 48 and 49: BuSINESS REvIEW By CHIEF EXECuTIvE
Page 54: STRATEGIC EXPERTISE As our sights a
Page 58 and 59: 56 CORPORATE GOVERNANCE STATEMENT O
Page 64 and 65: DIRECTORS’ REMUNERATION The remun
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Page 72 and 73: AUTHORITY The Audit Committee shall
Page 74 and 75: 72 CORPORATE GOVERNANCE ADDITIONAL
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Page 78: STRATEGIC INNOVATIONS We are commit
Page 82 and 83: 80 CORPORATE SOCIAL RESPONSIBILITY
Page 90: STRATEGIC REACH We are increasing t
Page 93 and 94: DIRECTORS’ REPORT The Directors h
Page 95 and 96: DIRECTORS’ BENEFITS Since the end
Page 97 and 98: SIGNIFICANT EVENTS DURING THE FINAN
Page 99 and 100: STATEMENT BY DIRECTORS In the opini
Page 101 and 102: REPORT ON OTHER LEGAL AND REGULATOR
Page 103 and 104: LIABILITIES Non-current liabilities
Page 105 and 106: Group Company 2010 2009 2010 2009 (
Page 107 and 108: Equity Share Share component Retain
Page 109 and 110: CASH FLOWS FROM INVESTING ACTIVITIE
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NOTES TO THE FINANCIAL STATEMENTS 3
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4. SIGNIFICANT ACCOUNTING POLICIES
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5. ADOPTION OF NEW FRSs AND AMENDME
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6. SIGNIFICANT ACCOUNTING ESTIMATES
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6. SIGNIFICANT ACCOUNTING ESTIMATES
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7. PROPERTY, PLANT AND EQUIPMENT (c
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9. INVESTMENTS IN SUBSIDIARIES (con
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11. INVESTMENT IN A JOINTLY CONTROL
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13. GOODWILL ON CONSOLIDATION At co
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15. TRADE AND OTHER RECEIVABLES FIN
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15. TRADE AND OTHER RECEIVABLES (co
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17. NON-CURRENT ASSETS HELD FOR SAL
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19. RESERVES (continued) (c) Supple
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21. BORROWINGS Current liabilities
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24. IRREDEEMABLE CONVERTIBLE UNSECU
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25. ISLAMIC DEBT SECURITIES - SECUR
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26. DEFERRED TAX (continued) Recogn
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27. TRADE AND OTHER PAYABLES Trade
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28. REVENUE Group Company 2010 2009
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30. PROFIT BEFORE TAX (continued) A
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32. EARNINGS PER ORDINARY SHARE ATT
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34. ACQUISITION OF SUBSIDIARIES 201
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34. ACQUISITION OF SUBSIDIARIES (co
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35. OPERATING SEGMENTS (continued)
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35. OPERATING SEGMENTS (continued)
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36. FINANCIAL INSTRUMENTS (continue
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36. FINANCIAL INSTRUMENTS (continue
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37. FINANCIAL RISk MANAGEMENT OBJEC
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38. RELATED PARTY DISCLOSURES (cont
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38. RELATED PARTY DISCLOSURES (cont
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42. SIGNIFICANT EVENTS SUBSEQUENT T
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44. OPENING STATEMENT OF FINANCIAL
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PLANTATION REvIEW OIL PALM 2010 200
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mATERIAL PROPERTIES Of TRADEWINDS P
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Company/ Location/Address HS(D) 389
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Company/ Location/Address Country L
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Company/ Location/Address Lot No. 0
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ANALySIS Of SHAREHOLDINgS AS AT 25
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LIST OF THIRTY (30) LARGEST SHAREHO
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ANALySIS Of IRREDEEmABLE cONvERTIBL
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SUBSTANTIAL ICULS HOLDER Name Direc
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SOUTHERN PENINSULAR REGION Regional
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MIRI REGION Regional Office c/o Lad
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Proxy Form I / We _________________
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