MITRA-AnnualReport2011 (1.2MB).pdf - Announcements - Bursa ...

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Corporate Governance Statement (cont’d) fINANCIAl REpoRTING In presenting the financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates. The quarterly financial results are reviewed by the Audit Committee and approved by the Board of Directors before its release to Bursa Securities. STATEMENT of DIRECToRS’ RESpoNSIBIlITy foR pREpARING THE fINANCIAl STATEMENTS The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which have to be made out in accordance with the applicable approved accounting standards and give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year. In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies and made reasonable and prudent judgements and estimates as on pages 31 to 104. The Directors have the responsibility in ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy, the financial position of the Group and the Company, which will then enable them to ensure that the financial statements comply with the requirements of the Companies Act, 1965. The Directors have the overall responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. INTERNAl CoNTRol Please refer to the Statement on Internal Control for further details. RElATIoNSHIp wITH THE AUDIToRS The External Auditors, Messrs. Baker Tilly Monteiro Heng has continued to report to the Audit Committee on their findings which are included as part of the Company’s financial report with respect to each year’s audit on the statutory financial statements. In doing so, the Company has established a transparent arrangement with the Auditors to meet their professional requirements. The independent members of the Audit Committee make it a point to sit and discuss with the External Auditors without the presence of the Management Team to allow the External Auditors to broach issues in an uninhibited and private fashion. INTERNAl AUDIT fUNCTIoN The Group’s internal audit functions are outsourced to an external professional internal audit firm which reports to the Audit Committee. The risk management is undertaken in house and is chaired by an executive director. The Internal Auditors serves to assists the Audit Committee in the discharge of its duties and responsibilities. Its role is to undertake independent, regular and systematic reviews of internal controls, so as to provide the Audit Committee with independent and objective feedback and reports to enable the internal control systems continue to operate satisfactorily and effectively. The Internal Auditor recommends actions to ensure that proper controls are in place for the key operational areas and regular follow-ups are made to ensure the actions are implemented as soon as possible. MITRAJAYA HOLDINGS BERHAD ANNUAL REPORT 2011 21
Other Information SHARE BUy-BACk During the financial year ended 31 December 2011, the Company bought back a total of 49,500 ordinary shares of RM1.00 each and 5,000 ordinary shares of RM0.50 (after Share Split), which are listed on the Main Market of Bursa Malaysia Securities Berhad on the open market. The details of the shares bought back during the year are as follows:- Monthly Breakdown No. of Shares Bought Back & Retawined as Treasury Shares Buy-back price per phare (RM) Average Cost lowest Highest per Share Total Cost (excluding commission and brokerage paid) January 47,500 Note 1 1.880 1.890 1.8863 89,599.25 February - - - - - March - - - - - April - - - - - May - - - - - June 2,000 Note 1 2.420 2.420 2.420 4,840.00 July - - - - - August - - - - - September - - - - - October - - - - - November - - - - - December 5,000 Note 2 0.485 0.485 0.485 2,425.00 Note 1: Shares of RM1.00 each Note 2: Shares of RM0.50 each All shares bought back during the financial year were held as treasury shares. During the financial year ended 31 December 2011, a total of 12,727,954 treasury shares of RM0.50 each were distributed as share dividend on the basis of one (1) treasury share for every twenty (20) existing ordinary shares held. As at 31 December 2011, a total of 2,968,046 ordinary shares of RM0.50 each were held as treasury shares. None of the treasury shares held were resold or cancelled during the financial year. opTIoNS, wARRANTS oR CoNvERTIBlE SECURITIES During the financial year ended 31 December 2011, the Company issued 47,729,947 warrants. None of the warrants were exercised during the financial year. AMERICAN DEpoSIToRy RECEIpT (ADR) oR GloBAl DEpoSIToRy RECEIpT (GDR) The Company did not sponsor any ADR or GDR programme. SANCTIoN AND /oR pENAlTy There were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the regulatory bodies. NoN-AUDIT fEES The amount of non-audit fees payable to external auditors by the Group for the financial year 2011 is RM15,500.00. 22 MITRAJAYA HOLDINGS BERHAD ANNUAL REPORT 2011
Page 1 and 2: 2011 Annual Report
Page 3 and 4: Corporate Information Board of dire
Page 5 and 6: Board of Directors from left to rig
Page 7 and 8: Directors’ Profile (cont’d) roL
Page 9 and 10: Chairman’s Statement on behalf of
Page 11 and 12: Operations Review For the financial
Page 13 and 14: Audit Committee Report The Audit Co
Page 15 and 16: Statement on Internal Control INTRo
Page 17 and 18: Corporate Governance Statement INTR
Page 19 and 20: Corporate Governance Statement (con
Page 21: Corporate Governance Statement (con
Page 25 and 26: Financial Statements 25 31 32 33 36
Page 27 and 28: Directors’ Report (cont’d) BAD
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Page 31 and 32: Directors’ Report (cont’d) DIRE
Page 33 and 34: Statements of Comprehensive Income
Page 35 and 36: Statements of Changes in Equity (co
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