FORGING AHEAD - Tradewinds Plantation Berhad

72
CORPORATE GOVERNANCE
ADDITIONAL COMPLIANCE
INFORMATION
IN COMPLIANCE WITH THE MAIN MARKET LISTING REQUIREMENTS
OF BURSA MALAYSIA SECURITIES BERHAD, THE FOLLOWING IS
PROVIDED:-
1. Non-Audit Fees
The amount of non-audit fees incurred for services
rendered to the Group by the Company’s external
auditors or their affiliated companies for the financial
year ended 31 December 2010 was RM2,500.
2. Material Contracts Involving Directors and Major
Shareholders
Save as disclosed below, there were no other material
contracts which have been entered into by the Company
and its subsidiaries involving directors’ and major
shareholders’ interests either still subsisting at the end of
the financial year or, if not then subsisting, entered into
since the end of the previous financial year:
2.1 A conditional share sale agreement dated 30
October 2009 entered into between Prisma Spektra
Sdn Bhd, a wholly-owned subsidiary of the
Company and Semi Bayu Sdn Bhd (273712-D) for
the acquisition of 125,709,000 ordinary shares of
RM1.00 each, representing the entire issued and
paid-up ordinary share capital of MARDEC Berhad
(8922-A) for a total purchase consideration of
RM150.0 million. By a supplemental agreement
dated 25 February 2011, the parties mutually
agreed to revise the purchase consideration for the
sale shares to RM140.0 million. The said conditional
share sale agreement is still pending completion.
TRADEWINDS PLANTATION BERHAD
Annual Report 2010
Details of the Relationship
Tan Sri Dato’ Seri Syed Mokhtar Shah bin Syed Nor
is deemed to be a major shareholder of Tradewinds
Plantation Berhad by virtue of his indirect equity
interest in Tradewinds (M) Berhad, the holding
company of Tradewinds Plantation Berhad.
Encik Bakry bin Hamzah, a Non-Independent and
Non-Executive Director of Tradewinds Plantation
Berhad, is a 57% shareholder of Damai Akrab Sdn
Bhd, which in turn has a 55% equity interest in Semi
Bayu Sdn Bhd. Encik Bakry bin Hamzah is also a
director of Damai Akrab Sdn Bhd and Semi Bayu
Sdn Bhd. Encik Bakry bin Hamzah is also a Director
of Restu Jernih Sdn Bhd, an indirect major
shareholder of Tradewinds Plantation Berhad in
which Tan Sri Dato’ Seri Syed Mokhtar Shah bin
Syed Nor is a major shareholder.
Mr. Chuah Seong Tat @ Chuah Chee Tat who is a
Non-Independent and Non-Executive Director of
Tradewinds Plantation Berhad is a director of
Bukhary Sdn Bhd, a private limited company in
which Tan Sri Dato’ Seri Syed Mokhtar Shah bin
Syed Nor, the major shareholder of Tradewinds
Plantation Berhad, has interest.
Encik Mohd. Nazri bin Md. Shariff is a representative
of Tradewinds (M) Berhad on the Board of
Tradewinds Plantation Berhad as a Non-Independent
Non-Executive Director, the holding company in
which Tan Sri Dato’ Seri Syed Mokhtar Shah bin
Syed Nor is a major shareholder.