FORGING AHEAD - Tradewinds Plantation Berhad

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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.
3. Imposition of Sanctions/Penalties on the Company and its Subsidiaries for the Financial Year Ended 31 December 2010 There were no sanctions or penalties imposed on the Company, its subsidiaries, Board members and Management for the financial year ended 31 December 2010. 4. Revaluation of Landed Properties The Group did not revalue its landed properties as its principal landed properties are agricultural land, used for the cultivation of oil palm and rubber. 5. Share Buybacks The Company did not purchase any of its own shares during the financial year. 6. Option, Warrants or Convertible Securities The Company did not offer any options or warrants during the financial year. 7. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme The Company did not sponsor any ADR or GDR programme during the financial year. 8. Profit Estimate, Forecast or Projection The Company did not make any release on the profit estimate, forecast or projection for the financial year. CORPORATE GOVERNANCE 9. Profit Guarantee No profit guarantee was given by the Company in respect of the financial year. 10. Status of Utilisation of Proceeds Raised from Corporate Proposal There was no corporate proposal involving funds raising. 11. Public Shareholding Spread As at 25 April 2011, the Company has a public shareholding spread of 16.49% of its total issued and paid-up share capital held by 7,021 public shareholders. Bursa Malaysia Securities Berhad had on 16 September 2008, approved the Company’s application for acceptance of lower level of public shareholding spread of 16.49% of the Company’s issued and paid-up share capital as being in compliance with the public shareholding spread requirement pursuant to Paragraph 8.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 12. Contracts Relating to Loans There were no contracts relating to loans by the Company involving Directors and major shareholders. TRADEWINDS PLANTATION BERHAD Annual Report 2010 73
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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
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8 STATUTORY REPORTING STATEMENT ACC
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GROUP FINANCIAL HIGHLIGHTS 2010 200
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STRATEGIC INVESTMENTS We will remai
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16 CORPORATE INFORMATION FINANCIAL
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18 CORPORATE INFORMATION CORPORATE
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20 CORPORATE INFORMATION BOARD OF D
Page 24 and 25: 22 CORPORATE INFORMATION BOARD OF D
Page 26 and 27: 24 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
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Page 64 and 65: DIRECTORS’ REMUNERATION The remun
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Page 72 and 73: AUTHORITY The Audit Committee shall
Page 76 and 77: 74 CORPORATE GOVERNANCE ADDITIONAL
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
Page 111 and 112: NOTES TO THE FINANCIAL STATEMENTS 3
Page 113 and 114: 4. SIGNIFICANT ACCOUNTING POLICIES
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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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FORGING AHEAD - Tradewinds Plantation Berhad

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