annual report 2 0 0 8 - malaysiastock.biz (49548-d) (incorporated in malaysia) annual report 2008 0...
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TSH Resources Berhad(49548-D)
Annual Report
2 0 0 8
TSH
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urce
s Be
rhad
(495
48-D
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corp
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ed in
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t 200
8
Notice of Annual General Meeting 02
Statement Accompanying Notice of Twenty-Ninth Annual General Meeting 05
Chairman’s Statement 06
Our People and Faces 10 Corporate Structure 12
Corporate Information 14
Profile of Board of Directors 16
Statement of Corporate Governance 27
Contents
Annual Report ,08
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Statement of Corporate Social Responsibility 40
Statement on Internal Control 43
Audit Committee Report 45
Statement of Directors’ Responsibilities 51
Five-Year Financial Highlights 52
Directors’ Report 54
Statement by Directors 59
Statutory Declaration 59
Report of the Auditors 60
Income Statements 62
Balance Sheets 63
Consolidated Statement of Changes in Equity 65
Company Statement of Changes in Equity 67
Cash Flow Statements 68
Notes to Financial Statements 71
Analysis of Shareholdings 151
List of Properties 154
Proxy Form
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NOTICE IS HEREBY GIVEN THAT the Twenty-Ninth Annual General Meeting of the Company will be held at Ballroom 2, LG Level, Eastin Hotel, 13, Section 16/11, Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan on 21 May 2009 at 9.30 am to transact the following businesses:-
NOTICE OF ANNUAL GENERAL MEETING
1. To receive and adopt Directors’ Report and Audited Financial Statements for the year ended 31 December 2008.
2. To declare a first and final single tier dividend of 5.0 sen per ordinary share for the year ended 31 December 2008.
3. To approve payment of Directors’ fees of RM144,000.00 for the year ended 31 December 2008.
4. To re-elect Datuk (Dr.) Kelvin Tan Aik Pen retiring in accordance with Article 95 of the Company’s Articles of Association.
5. To re-elect Tan Aik Sim retiring in accordance with Article 95 of the Company’s Articles of Association.
6. To re-elect Datuk Suboh bin Md Yassin retiring in accordance with Article 86 of the Company’s Articles of Association.
7. To pass the following resolutions pursuant to Section 129(6) of the Companies Act, 1965 to re-appoint the following Directors of the Company and to hold office until the next Annual General Meeting of the Company:
a) Tan Soon Hong b) Dato’ Leong Sonny @ Leong Khee Seong
8. To re-appoint Messrs Ernst & Young as the Company’s Auditors and to authorise Directors to fix their remuneration.
As Special Business : To consider and, if thought fit, pass the following resolutions:-
9. ORDINARY RESOLUTION 1 PROPOSED AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
“THAT, subject always to the approvals of the relevant regulatory authorities, the Directors be and are hereby empowered by the shareholders, pursuant to Section 132D of the Companies Act, 1965 to issue new ordinary shares in the Company from time to time at such price, upon such terms and conditions, provided that the aggregate number of the new ordinary shares to be issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being AND THAT the Directors be and are empowered to obtain the approval from the Bursa Malaysia Securities Berhad (“Bursa Malaysia”) for listing and quotation for the additional new ordinary shares to be issued AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
10. ORDINARY RESOLUTION 2 PROPOSED AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO THE
EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”)
“THAT pursuant to Section 132D of the Companies Act, 1965, approval be and is hereby given for the Directors to issue shares in the Company in accordance with the terms and conditions of
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7Resolution 8
Resolution 9
Resolution 10
Resolution 11
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NOTICE OF ANNUAL GENERAL MEETING (cont’d.)
the ESOS approved by the shareholders at the Extraordinary General Meeting held on 26 June 2001, provided that the total nominal value of shares to be issued pursuant to this resolution when aggregated with the nominal value of any shares or convertible securities issued during the preceding 12 months, shall not exceed ten per cent (10%) of the total issued and paid-up ordinary share capital of the Company at the time of issue AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
11. ORDINARY RESOLUTION 3 PROPOSED RENEWAL OF THE AUTHORITY FOR SHARE BUY-BACK
“THAT, subject to the Companies Act, 1965, the Listing Requirements of the Bursa Malaysia, the Company’s Articles of Association and the approvals of other relevant authorities, the Company be and is hereby authorised to purchase and hold such number of ordinary shares of RM0.50 each in the Company (“Proposed Share Buy-Back”) as may be determined by the Directors of the Company from time to time through the Bursa Malaysia upon such terms and conditions as the Directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten percent (10%) of the issued and paid-up share capital of the Company AND THAT the maximum amount of fund to be allocated by the Company for the purpose of purchasing its own shares shall not exceed the total retained profits of RM38.294 million and share premium of RM93.169 million based on the latest audited financial statements as at 31 December 2008.
THAT such authority shall commence immediately upon passing of this ordinary resolution
until the conclusion of the next Annual General Meeting of TSH unless earlier revoked or varied by ordinary resolution of shareholders of TSH in a general meeting or upon the expiration of the period within which the next Annual General Meeting is required by law to be held, whichever occurs first.
THAT the Directors be and are hereby authorised to take all steps necessary to implement, finalise and to give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority be and is hereby given to the Directors to decide in their discretion to either retain the shares so purchased as treasury shares, to be either distributed as share dividends or re-sold on the Bursa Malaysia or subsequently cancelled, or to cancel the shares so purchased, or a combination of both.”
12. ORDINARY RESOLUTION 4 PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
“THAT approval be and is hereby given for the Renewal of the Existing Shareholders’ Mandate for the Company and/or its subsidiary companies to enter into recurrent related party transactions of a revenue or trading nature with related parties which are necessary for the day to day operations and on normal commercial terms not more favourable to the related parties than those generally available to the public and are not to the detriment of the minority shareholders as set out in Section 2.2 of the Circular to Shareholders dated 29 April 2009 (“Mandate”).
THAT such Mandate shall commence upon passing of this ordinary resolution and continue in force until:-
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting at which such Mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting whereby the authority is renewed;
Resolution 12
Resolution 13
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(b) the expiration of the period within which the next AGM 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 resolution passed by the shareholders of the Company in general meeting,
whichever is the earlier.
THAT the Directors be and are hereby empowered to do all such acts and things (including executing all such documents as may be required) as they may be considered expedient or necessary to give full effect to the Mandate with full powers to assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant authorities.”
13. To transact any other business of which due notice shall have been given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT the first and final single tier dividend of 5.0 sen per ordinary share for the year ended 31 December 2008, if approved by the shareholders at the forthcoming Annual General Meeting will be paid on 22 July 2009 to depositors registered in the Record of Depositors at the close of business on 30 June 2009.
A depositor shall qualify for entitlement only in respect of:-
a) Shares transferred into the depositor’s securities account before 4.00 pm on 30 June 2009 in respect of transfers; and
b) Shares bought on the Bursa Malaysia on a cum entitlement basis according to the Rules of the Bursa Malaysia.
By Order of the Board
LIM FOOK HINCHOW YEEN LEECompany SecretariesKuala Lumpur29 April 2009
Notes:1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but
need not be a member of the Company.2. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in writing or if such appointor is a
corporation, under its common seal and shall be deposited at the Registered Office of the Company at Level 10, Menara TSH, No. 8 Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, not less than 48 hours before the time appointed for holding this meeting or adjourned meeting.
3. Where a member appoints two (2) or more proxies to attend the same meeting, the member shall specify the proportion of his shareholdings to be represented by each proxy. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit and if no names are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.
Explanatory Notes on Special Business4. Resolution 10, if passed, will give the Directors of the Company, from the date of the above General Meeting, authority to issue and allot ordinary
shares from the unissued share capital of the Company up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being. This authority unless revoked or varied at a General Meeting, will expire at the next Annual General Meeting.
5. Resolution 11, is to empower the Directors of the Company to issue shares pursuant to the Employees’ Share Option Scheme.6. For Resolution 12 and 13, further information on the Proposed Renewal of the Authority for Share Buy-Back and Proposed Renewal of the Existing
Shareholders’ Mandate for recurrent related party transactions are set out in the Circular to Shareholders of the Company dated 29 April 2009 which is sent out together with the Company’s 2008 Annual Report.
NOTICE OF ANNUAL GENERAL MEETING (cont’d.)
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Details of the Directors seeking re-election or re-appointment are set out in their respective profiles which appear in the Board of Directors’ profiles on pages 16 to 26 of this Annual Report. Details of their interest in securities of the Company and its subsidiaries are set out in the Directors’ Report which appear on pages 55 to 56 of this Annual Report.
STATEMENT ACCOMPANYING NOTICE OF TWENTY-NINTH ANNUAL GENERAL MEETING
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CHAIRMAN’S STATEMENT
Dear valued shareholders,
ON BEHALF OF THE BOARD, I AM PLEASED TO PRESENT THE ANNUAL REPORT
AND AUDITED FINANCIAL STATEMENTS FOR TSH RESOURCES BERHAD AND ITS
GROUP OF COMPANIES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008.
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CHAIRMAN’S STATEMENT (cont’d.)
CHAIRMAN’S STATEMENT
PERFORMANCE REVIEW
The Group recorded a 30% increase in revenue to a record level of RM1,109.9 million for the financial year ended 31 December 2008 from RM861.5 million in the preceding financial year primarily due to the continuing high average price of crude palm oil (“CPO”) in 2008. However, with the sharp deterioration of the international economic and financial conditions in the 4th quarter 2008 with most major advanced economies experiencing contraction and regional economies in rapid slowdown, TSH Group has not been spared the effects of the global slowdown. The Group pre-tax profit declined to RM82.3 million for the financial year ended 31 December 2008 from RM120.6 million in the preceding financial year. The lower pre-tax profit was mainly due to unrealized foreign currency losses of RM31.7 million on foreign denominated long term borrowings and lower profit from our Wood and Cocoa Product business segments.
DIVIDEND
Subject to the approval of the shareholders at the forthcoming 29th Annual General Meeting of the Company, your Board of Directors had on 25 February 2009 proposed a first and final single tier dividend of 5.0 sen per ordinary share to be paid out of the Company’s profit.
The proposed dividend payout is consistent with the Company’s long term dividend payout policy of 20% to 30% of profit. Your Board of Directors will strive to improve the Company’s dividend yield by providing more cash value return to shareholders.
CORPORATE AND BUSINESS DEVELOPMENT
As part of our growth strategy of expanding our land bank for oil palm cultivation on 4 June 2008, the Company entered into a Sale & Purchase Agreement to acquire the entire paid-up capital of a Singapore company, Martinique Cove Pte Ltd which in turn holds 90% equity interest in an Indonesian company, PT Mitra Jaya Cemerlang. We have yet to complete the acquisition todate. However, with the acquisition, it will add approximately 15,000 ha to our land bank.
On 26 December 2008, the Group completed the acquisition of the entire issued and paid-up capital of a Singapore company, Elaeis Oversea Pte Ltd, an investment holding company which holds 90% equity shareholding in an Indonesian company, PT Farinda Bersaudara. With the acquisition, it added another 13,300 ha to our land bank.
During the year, the Group acquired further interest in a public listed plantation company, Sinora Industries Berhad (“Sinora”), increasing its stake from 10% to 20%. Sinora, through its wholly owned subsidiary is developing 20,000 ha of oil palm plantation in Tawau, Sabah with 5,000 ha planted end of 2008. This acquisition provides the Group an opportunity to further invest in oil palm segment locally.
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CHAIRMAN’S STATEMENT (cont’d.)
In our Cocoa business segment, as part of our continuous supply chain management initiative in the African continent, we had on 18 June 2008 incorporated a new wholly owned subsidiary, Cammal Cocoa Limited in Cameroon.
During the financial year ended 31 December 2008, the Group via a newly acquired wholly owned subsidiary, TSH Sukuk Ijarah Sdn Bhd successfully completed a fund raising exercise to issue up to RM100 million nominal value Sukuk Ijarah Commercial Papers Programme and up to RM300 million nominal value Sukuk Ijarah Medium Term Notes Programme. These facilities were raised to finance mainly the Group expansion programme.
REVIEW OF OPERATIONS
1. Palm&Bio-IntegrationBusiness
This business segment posted a significant increase in revenue of RM814.5 million for the financial year ended 31 December 2008 against RM575.7 million in the preceding financial year driven mainly by the high average CPO prices in 2008 and higher production as a result of improved yield throughout the period. Overall, due to the above reasons, this business segment has achieved an improved operating profit.
TSH-Wilmar Sdn Bhd, our joint-venture refinery and kernel crushing business continues to perform better in 2008
as compared with 2007 again mainly due to the favorable processing margin.
To accommodate our milling requirement of FFB production in PT Sarana Prima Multi Niaga, construction of a palm oil mill in Kalimantan Tengah, Indonesia is scheduled to complete in mid 2009.
2. WoodProductsBusiness
Revenue from this segment declined significantly from RM160.6 million registered in the preceding financial year to RM122.4 million for the financial year ended 31 December 2008. The sharp decline in revenue also affected profitability of this business segment. The decline was mainly due to poor market conditions world wide as a result of the global economic downturn.
3. CocoaProductsBusiness
Improvement in production efficiency and higher cocoa prices in 2008 led to higher revenue of RM173.0 million for year ended 31 December 2008 as compared with RM125.3 million in the preceding financial year. However, despite the increase in revenue, its profitability was affected by unfavourable movement of its commodity prices during the year.
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PROSPECT
In line with our long term growth strategy, the Group will continue to acquire new land bank for oil palm cultivation in Indonesia. Overall FFB production is expected to increase in 2009 and following years with more oil palm areas in Indonesia coming into maturity and continuing improvement in efficiency and agronomic practices. However, due to the serious global economic downturn, we expect the CPO prices to remain soft throughout 2009. Nonetheless, due to the high yield of our plantations and bio-integration projects we have undertaken to cushion against fluctuation in commodity prices, we expect this business segment to remain profitable.
With the current global economic downturn, the Cocoa and Wood Product businesses are expected to be subdued in the short term.
Overall, barring further deterioration of the financial and economic crisis globally and locally, we view the prospect of the Group for the coming financial year with guarded optimism.
ACKNOWLEDGMENT
On behalf of the Board, I would like to record our appreciation to William Tully who has retired from the Board for his invaluable contribution to the Group during his tenure.
I would also like to take this opportunity to welcome Datuk Suboh bin Md Yassin to the Board with confidence that he will bring with him many years of invaluable experience that will greatly benefit the Group.
I would like to express my sincere gratitude and appreciation to all our valued shareholders, customers, business associates, strategic partners, financiers and suppliers for their continuous support and confidence in our Group.
I also wish to extend special thanks to the Government authorities and agencies for their much appreciated guidance, assistance and co-operation.
TAN SOON HONGChairman
CHAIRMAN’S STATEMENT (cont’d.)
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OUR PEOPLE AND FACES
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OUR PEOPLE AND FACES (cont’d.)
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Palm Bio-Integration
Landquest Sdn. Bhd. (73724-P)
TSH Logistics Sdn. Bhd. (646747-D)
Eko Paper International Sdn. Bhd. (673481-A)
TSH Bio-Energy Sdn. Bhd. (272534-H)
Ekowood Energy Sdn. Bhd. (398304-U)
TSH Bio-Gas Sdn. Bhd. (420342-M)
TSH Plantation Sdn. Bhd. (150482-H)
Eko Paper Sdn. Bhd. (691347-D)
TSH Plantation Management Sdn. Bhd. (46602-V)
LKSK Sdn. Bhd. (10018-U)
TSH Sabahan Oil Mill Sdn. Bhd. (420656-U)
Tan Soon Hong Holdings Sdn. Bhd. (264109-H)
POME Energy Sdn. Bhd. (330862-V)
TSH BioDiesel Sdn. Bhd. (632896-A)
Jatoba International Pte. Ltd. (Incorporated in Singapore)
Abaca Enterprise Pte. Ltd. (Incorporated in Singapore)
Elaeis Oversea Pte. Ltd. (Incorporated In Singapore)
TSH-Wilmar Sdn. Bhd. (268555-U)
TSH-Wilmar (BF) Sdn. Bhd. (632894-V)
Polar Vertix Sdn. Bhd. (786175-X)
TSH Sukuk Ijarah Sdn. Bhd. (820888-X)
Bioworld Enterprise Sdn. Bhd. (836591-W)
TSH Palm Products Sdn. Bhd. (395007-H)
Eko Pulp & Paper Sdn. Bhd. (590644-K)
TSH Biotech Sdn. Bhd. (631048-V)
Andalas Agro Industri Limited (Redomiciled to Seychelles)
PT. Sarana Prima Multi Niaga (Incorporated in Indonesia)
PT. Andalas Wahana Berjaya (Incorporated in Indonesia)
PT. Andalas Agro Industri (Incorporated in Indonesia)
PT. Laras Internusa (Incorporated in Indonesia)
PT. Teguh Swakarsa Sejahtera (Incorporated in Indonesia)
PT. Farinda Bersaudara (Incorporated In Indonesia)
CORPORATE STRUCTURE
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Wood Products
Ekowood International Berhad (301735-D)
TSH Products Sdn. Bhd. (450556-T)
Ekowood S.A (Incorporated in Luxembourg)
Ekowood (USA) Inc. (Incorporated in California)
Ekowood Iberica S.L (Incorporated in Spain)
Alden S.A.S.U. (Incorporated in France)
Ekowood Malaysia Sdn. Bhd. (336672-X)
EkoLoc System Sdn. Bhd. (396543-P)
TSH Timber Industries Sdn. Bhd. (337921-X)
TSH Forestry (Sabah) Sdn. Bhd. (337356-U)
Cocoa Manufacturing
CocoaHouse Industries Sdn. Bhd. (174767-X)
TSH Industries Sdn. Bhd. (220221-A)
PT. Sinar Bersatu (Incorporated in Indonesia)
PT. Aramico Komoditi (Incorporated in Indonesia)
Afromal Cocoa Limited (Incorporated in Accra, Ghana)
Cammal Cocoa Limited (Incorporated in Douala, Cameroon)
CORPORATE STRUCTURE (cont’d.)
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BOARD OF DIRECTORS
Tan Soon HongExecutive Chairman
Datuk (Dr.) Kelvin Tan Aik Pen Deputy Executive Chairman
Tan Aik SimGroup Managing Director
Datuk Suboh bin Md YassinIndependent Non-Executive Director
Dato’ Leong Sonny @ Leong Khee SeongIndependent Non-Executive Director
YB Datuk Nur Jazlan bin Mohamed Independent Non-Executive Director
Datuk Jaswant Singh KlerIndependent Non-Executive Director
Tan Aik KiongExecutive Director
Lim Fook HinExecutive Director
Tan Aik YongAlternate Director to Datuk (Dr.) Kelvin Tan Aik Pen
AUDIT COMMITTEE
Datuk Jaswant Singh Kler Chairman, Independent Non-Executive Director
Datuk Suboh bin Md YassinMember, Independent Non-Executive Director
YB Datuk Nur Jazlan bin MohamedMember, Independent Non-Executive Director(Member of the Malaysian Institute of Accountants)
NOMINATION COMMITTEE
Datuk Suboh bin Md YassinChairman, Independent Non-Executive Director
Datuk Jaswant Singh KlerMember, Independent Non-Executive Director
REMUNERATION COMMITTEE
Datuk Jaswant Singh KlerChairman, Independent Non-Executive Director
Datuk Suboh bin Md YassinMember, Independent Non-Executive Director Lim Fook HinMember, Executive Director
CORPORATE INFORMATION
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CORPORATE INFORMATION (cont’d.)
EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) COMMITTEE
Datuk (Dr.) Kelvin Tan Aik PenChairman, Deputy Executive Chairman
Tan Aik SimMember, Group Managing Director
Datuk Jaswant Singh KlerMember, Independent Non-Executive Director
Lim Fook HinMember, Executive Director
COMPANY SECRETARIES Lim Fook Hin (MICPA 909)Chow Yeen Lee (MAICSA 7047480)
REGISTERED ADDRESS Level 10, Menara TSHNo. 8 Jalan SemantanDamansara Heights50490 Kuala LumpurTel : 03-2084 0888Fax : 03-2084 0828E-mail : [email protected] : www.tsh.com.my
AUDITORS Ernst & YoungMPT 4604, Lot 17-283rd Floor, Block BBandaran Baru, Jalan Baru 91000 Tawau, Sabah Tel : 089-774 233Fax : 089-762 950
PRINCIPAL BANKERS Malayan Banking BerhadHong Leong Bank BerhadCIMB Bank BerhadHSBC Bank Malaysia BerhadRHB Bank BerhadOCBC Bank (Malaysia) Berhad
SHARE REGISTRAR Symphony Share Registrars Sdn. Bhd.Level 26, Menara Multi-PurposeCapital SquareNo. 8 Jalan Munshi Abdullah50100 Kuala LumpurTel : 03-2721 2222Fax : 03-2721 2530/31
STOCK EXCHANGE LISTING Main Board of Bursa Malaysia Securities Berhad
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Tan Soon Hong, aged 80, a Malaysian, is the founder of the Company and was appointed to the Board of Directors on 7 August 1979. He was appointed as the Executive Chairman of TSH on 8 June 1995. He formed TSH in 1979 to assume the business of marketing and distribution of cocoa of Tan Soon Hong Enterprise Sdn. Bhd., which he founded thirty (30) years ago. He is one of the pioneers in the Malaysian cocoa industry with considerable experience and expertise in the business of promoting cocoa beans and its products, plantation management, manufacturing, warehousing and marketing.
He is the father of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong, Tan Aik Sim and Tan Aik Yong. Other than the deemed interest as disclosed in the Circular to Shareholders on recurrent related party transactions, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
PROFILE OF BOARD OF DIRECTORS
Tan Soon Hong
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Datuk (Dr.) Kelvin Tan Aik Pen, PGDK, aged 51, a Malaysian, was appointed as Deputy Executive Chairman of TSH Resources Berhad on 1 January 2009 after serving as Group Managing Director since his appointment to the Board on 17 January 1986. He is also the Chairman of the Employees’ Share Option Scheme Committee. He is currently a Director of Ekowood International Berhad and Sinora Industries Berhad appointed on 21 June 1994 and 7 December 2006 respectively. On 15 December 2006, he was appointed as the Managing Director of Sinora Industries Berhad. These companies are listed on the Main Board of Bursa Malaysia Securities Berhad. He also sits on the board of a list of private companies including Penang Port Sdn Bhd, where he was appointed by the Minister of Finance.
Datuk (Dr.) Kelvin Tan has more than twenty five (25) years experience in resource based industry, which includes extensive working knowledge in international trade practices. He worked with the Cocoa Association of London in 1983 and was the only Malaysian selected by the United Nations Conference on Trade and Development to represent Malaysia at the cocoa conference held in Paris, New York and London in 1989. He was the Chairman of the Malaysian Cocoa Board for 8 consecutive years from 1997 – 2004.
He serves as Honorary Director of Sabah Chinese High School. As recognition for the many contributions to environmental conservation and forestry, Datuk (Dr.) Kelvin Tan was conferred an Honorary Doctorate in Philosophy (Agroforestry) by Universiti Malaysia Sabah on 3 September 2006.
He is the brother of Tan Aik Kiong, Tan Aik Sim and Tan Aik Yong and son of Tan Soon Hong. Other than the deemed interest as disclosed in the Circular to Shareholders on recurrent related party transactions, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
PROFILE OF BOARD OF DIRECTORS (cont’d.)
Datuk (Dr.) Kelvin Tan Aik Pen
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Tan Aik Sim, aged 45, a Malaysian, was appointed as Group Managing Director on 1 January 2009 after serving as Chief Executive Officer since 1 September 2006. He was appointed to the Board of Directors of the Company on 27 February 1992 and serves as a member of the Employees’ Share Option Scheme Committee. He is also the Group Managing Director of Ekowood International Berhad (“Ekowood”) and sits on the board of various subsidiary companies of TSH Resources Berhad.
He obtained Bachelor Degrees in both Economics and Engineering from Monash University, Australia in 1988.
As Assistant General Manager of CocoaHouse Industries Sdn Bhd from 1989 to 1990, he has gained experience and expertise in general management, manufacturing and marketing. He was also heavily involved in setting up TSH Industries Sdn Bhd’s manufacturing facilities in 1993 and its subsequent operation. He played a leading role in the listing of TSH in 1994 and Ekowood in 2004.
He was appointed to Ekowood to spearhead the establishment of the integrated timber complex from a green field site. As Group Managing Director of Ekowood, he has played a pivotal role in the rapid growth of Ekowood to a brand to be reckoned within the engineered hardwood flooring industry. He is also instrumental in developing Ekowood’s international marketing network and developing it into an award-winning internationally-recognised brand.
His initial involvement in TSH includes overseeing the forest management unit in Sabah before progressing into the biomass energy sector. In the recent years, he has been actively involved in palm oil plantation segment and its related downstream activities particularly in Indonesia.
He is the brother of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Kiong and Tan Aik Yong and son of Tan Soon Hong. Other than the deemed interest as disclosed in the Circular to Shareholders on recurrent related party transactions, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
PROFILE OF BOARD OF DIRECTORS (cont’d.)
Tan Aik Sim
TSH
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Datuk Suboh bin Md Yassin, aged 58, a Malaysian, was appointed to the Board of Directors of TSH as an Independent Non-Executive Director on 1 March 2009. He also serves as the Chairman of the Nomination Committee and member of the Audit Committee and Remuneration Committee. He holds a Bachelor of Administration (Hons) from University of Malaya, a Master Degree in Business Administration (MBA) from the Europeon University in Geneva and obtained an Advanced Management from Harvard University. He holds directorship position in various subsidiary companies within the Group.
Having served the Government of Malaysia for thirty four (34) years, Datuk Suboh retired on 11 January 2009. He had served in senior positions while in the civil service, amongst others as Assistant Director in the Prime Minister’s Department from 1974 to 1977, Assistant Director of the Ministry of International Trade and Industry from 1978 to 1980, First Secretary (Economic Affairs) Permanent Mission of Malaysia to the United Nations and other International Organisation from 1981 to 1983, Principal Assistant Director of the Ministry of International Trade and Industry from 1984 to 1985, Counselor (Economic Affairs) Embassy of Malaysia, Washington D.C., United States of America from 1986 to 1992, Deputy Permanent Representative, Permanent Mission of Malaysia to the World Trade Organisation from 1992 to 1999, Advisor to the Islamic Development Bank, Jeddah from 1999 to August 2001, Deputy Secretary General 2 of the Ministry of Primary Industries from 1 September 2001 to 31 March 2004, Deputy Secretary General 1 of the Ministry of Natural Resources and Environment from 1 April 2004 to 11 February 2006 and Secretary General of the Ministry of Natural Resources and Environment from 12 February 2006 to 11 January 2009.
He has no conviction for any offence within the past ten (10) years and has no family relationship with any Director or major shareholder of the Company nor any conflict of interest with the Company.
PROFILE OF BOARD OF DIRECTORS (cont’d.)
Datuk Suboh bin Md Yassin
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Dato’ Leong Sonny @ Leong Khee Seong, aged 70, a Malaysian, was appointed as an Independent Non-Executive Director of the Company on 1 December 2005. He was the Deputy Minister of Primary Industries from 1974 to 1978 and subsequently promoted as the Minister from 1978 to 1986. He was a member of Parliament from 1974 to 1990. Prior to his political career, he was a substantial shareholder of his family’s private limited companies involved in general trading. Between 1986 and 1990, he was the Chairman of the General Agreement on Tariffs and Trade’s Negotiating Committee on Tropical Products (1986 to 1990) and Chairman of the Group of 14 on Asean Economic Cooperation and Integration (1986 to 1987). He was an Independent Non-Executive Director of Sin Chew Media Corporation Berhad when he resigned on 31 March 2007. He graduated from University of New South Wales, Australia with a Degree in Chemical Engineering in 1964.
He is currently the Executive Chairman of Nanyang Press Holdings Berhad and Independent Non-Executive Director of Airasia Berhad.
He does not have any family relationship with any other Director and/or other major shareholders of the Company. He has no conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
Dato’ Leong Sonny @ Leong Khee Seong
PROFILE OF BOARD OF DIRECTORS (cont’d.)
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YB Datuk Nur Jazlan bin Mohamed, aged 43, a Malaysian, was appointed as an Independent Non-Executive Director of TSH on 9 October 2007. He also serves as a member of the Audit Committee. He is a Fellow member of the Association of Chartered Certified Accountants (ACCA), United Kingdom. He is also a Council Member and the Chairman of Public Relations Committee of Malaysian Institute of Accountants as well as Council Member of the Asean Federation of Accountants.
YB Datuk Nur Jazlan has a broad range of work experience mainly in property development, construction, hotel management, furniture manufacturing and telecommunications.
In addition to his corporate experience in the financial arena, YB Datuk Nur Jazlan is also active in politics. He is the Head of UMNO Pulai, Johor and also Chairman of Barisan Nasional for the division. He was an EXCO Member of UMNO Youth from 1996 until 2004. He was re-elected as Member of Parliament for Pulai parliamentary constituency (Johor) in the general election held in March 2008.
YB Datuk Nur Jazlan is also a Director of Ekowood International Berhad, United Malayan Land Berhad, Telekom Malaysia Berhad, Prinsiptek Corporation Berhad and Jaycorp Berhad, all of which are listed on the Main Board of Bursa Malaysia Securities Berhad. He also sits on the Board of several other private limited companies.
He does not have any family relationship with any other Director and/or other major shareholders of the Company. He has no conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
YB Datuk Nur Jazlan bin Mohamed
PROFILE OF BOARD OF DIRECTORS (cont’d.)
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Datuk Jaswant Singh Kler, PGDK, ASDK, aged 68, a Malaysian, was appointed as an Independent Non-Executive Director on 1 February 1999. He also serves as the Chairman of the Remuneration Committee and member of the Audit Committee, Nomination Committee and Employees’ Share Option Scheme Committee. On 1 March 2009, he assumed the position as Chairman of the Audit Committee following the retirement of William Tully. He is an Associate member of the Incorporated Society of Planters. He has been playing an active role as a senior member of the planting fraternity in Malaysia for the past twenty-four (24) years. He also sits on the Board of Sinora Industries Berhad. He holds directorship positions in various subsidiary companies of TSH Group and also several other private limited companies.
Notably, he was the Chairman of the East Malaysia Planters’ Association for sixteen (16) years from 1985-2000. He was an Independent Non-Executive Director of Kwantas Corporation Berhad and an Executive Director of Bena Plantation Sdn. Bhd. (“BENA”) when he left in 2006 and 1984 respectively. During that period, he was also appointed as a director of Saudi Sabah Palm Oil Corporation Sdn. Bhd., which was the first palm oil refinery in Sabah. He started his planting career with BAL Plantation Sdn. Bhd., as a cadet in 1960 and left as a senior manager to join BENA in 1977 as general manager for the plantation project. He now manages his own plantation consultancy business under Agri Cek Sdn. Bhd. and is a consultant to Smith Gore, a property valuation firm. He is also an advisor for Incorporated Society of Planters Sabah-Tawau Branch.
He participates actively as a committee member of the Malaysian International Chamber of Commerce & Industry of Sabah Branch and as a committee member for Human Resources and also on the Home Affairs of MICCI standing committee. He was on the Sabah Business Council sub-committee on Human Resources and Agricultural, Food & Poverty Eradication and Sabah BIMP-EAGA Council previously. He was a member of Jawatankuasa Khas Pengangguran Siswazah in University Malaysia Sabah. He is a member of the Institute for Development Studies (Sabah) and also a life member of Agricultural Institute of Malaysia.
He does not have any family relationship with any other director and/or other major shareholders of the Company. Other than the deemed interest as disclosed under Notes to the Financial Statements of this Annual Report, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
Datuk Jaswant Singh Kler
PROFILE OF BOARD OF DIRECTORS (cont’d.)
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Tan Aik Kiong, aged 49, a Malaysian, was appointed as an Executive Director of TSH on 25 November 1987. He is currently the Director of Operations and sits on the board of various subsidiary companies of TSH and also holds directorship in other private limited companies. He joined the Company in 1987 as Shipping Manager and was promoted to Director of Operations in 1989. He obtained a Master degree in Civil Engineering, majoring in Construction Management, from the University of Oklahoma, United States of America (“USA”) in 1986. Prior to joining the Company in 1987, he worked with Prudential Bache Ltd., an established brokerage and commission house in 1986 and subsequently with Ameroid Services Pte. Ltd., an independent warehousing company in Singapore.
He is the brother of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Sim and Tan Aik Yong and son of Tan Soon Hong. Other than the interest and deemed interest as disclosed in the Circular to Shareholders on recurrent related party transactions, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
Tan Aik Kiong
PROFILE OF BOARD OF DIRECTORS (cont’d.)
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Lim Fook Hin, aged 60, a Malaysian, was appointed as an Executive Director of TSH on 9 May 1997. He also serves as a member of the Remuneration Committee and Employees’ Share Option Scheme Committee. He is currently the Executive Director of Ekowood International Berhad and Sinora Industries Berhad. He also sits on the board of some subsidiary companies within the TSH Group and also holds directorship in other private limited companies. He is a member of the Malaysian Institute of Certified Public Accountants. After qualifying as a member of the ICAEW, he joined Coopers & Lybrand as an audit senior in 1976 and was transferred to Coopers’ management consultancy services in 1977. He joined the Commonwealth Development Corporation in 1978 and was seconded to Sarawak Oil Palm Sdn. Bhd. as the Company Secretary.
He joined BAL Plantation Sdn. Bhd. in 1981 as the financial controller until 1993. His main responsibility included financial management, merger and acquisition and commodity marketing. He was the Chief Executive of United Palm Oil Industries PLC (“UPOIC”), a company listed on the Stock Exchange of Thailand before joining TSH in 1997.
He does not have any family relationship with any other Director and/or other major shareholders of the Company. Other than the interest and deemed interest as disclosed in the Circular to Shareholders on recurrent related party transactions, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
Lim Fook Hin
PROFILE OF BOARD OF DIRECTORS (cont’d.)
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Tan Aik Yong, aged 40, a Malaysian, was appointed as an Alternate Director on 4 July 2003. He is a non-practising barrister with a degree in Bachelor of Laws (LLB) from Queen Mary College, University of London. He qualified as a Chartered Financial Analyst (CFA) in 1998. His career started with a law firm in Kuala Lumpur and he has since spent about 10 years in investment banking activities in the region. He was a senior manager in United Overseas Bank Group prior to joining TSH Group to handle investment planning, corporate and financing matters in 2002.
He also sits on the board of Ekowood International Berhad as an Alternate Director and various subsidiary companies within the Group and holds directorship in other private limited companies.
He is the brother of Datuk (Dr.) Kelvin Tan Aik Pen, Tan Aik Sim and Tan Aik Kiong and son of Tan Soon Hong. Other than the interest and deemed interest as disclosed in the Circular to Shareholders on recurrent related party transactions, he has no other conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
Tan Aik Yong
PROFILE OF BOARD OF DIRECTORS (cont’d.)
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William Tully, OBE, ASDK, ADK, aged 77, a Briton with permanent resident status in Malaysia, was appointed as an Independent Non-Executive Director of TSH on 30 April 1992. He also serves as the Chairman of the Audit Committee and Nomination Committee and member of the Remuneration Committee. He also sits on the board of several other private limited companies. He is an Associate member and Fellow of the Incorporated Society of Planters and graduated with a Diploma in Horticulture. He has resided in Malaysia since 1954 and has extensive business knowledge accumulated over fifty (50) years of experience in the Malaysian plantation industry.
He was the Managing Director of BAL Plantation Sdn. Bhd. (“BAL”) from June 1983 to June 1993 and prior to being appointed as the Managing Director, he was the General Manager since 1976. BAL had approximately 16,200 hectares of cocoa, palm oil and rubber plantations and was recognised as one of the leading plantation companies in Sabah in the development of cocoa seeds and clonal planting material to meet the demands of planting material in Sabah. He was the Chairman of the East Malaysia Planters Association for five (5) years from 1973 to 1977, the Chairman of the East Malaysia Palm Oil Producers Association for eight (8) years from 1976 to 1983 and was also the Chairman of the Sabah Employers Consultative Association and a member of the Malaysian Cocoa Board. He also represented the plantation industry in several other councils and committees relating to the plantation industry and actively participated in the proceedings of these organisations.
He does not have any family relationship with any other Director and/or other major shareholder of the Company. He has no conflict of interest with the Company and has no conviction for offences within the past ten (10) years.
On 28 February 2009, William Tully retired as an Independent Non-Executive Director of TSH and relinquished all his positions in the Board Committees.
William Tully
PROFILE OF BOARD OF DIRECTORS (cont’d.)