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SBC Corporation Berhad: Annual Report 2003 1400kb
1. SIAH BROTHERS CORPORATION BERHAD
...Building Homes...
...Building Communities...
...Building Partnerships...
...Building Value...
COVER RATIONALE
Signifies that we are in a business that involves people, and how well we do
will depend a great deal both on our internal alignment as well as alignment
to the high goals that we need to set for ourselves; to stand apart from the competition.
ANNUAL REPORT 2003
SIAH BROTHERS CORPORATION BERHAD (199310-P)
SIAH BROTHERS CORPORATION BERHAD
Wisma Siah Brothers, 74A Jalan Pahang 53000 Kuala Lumpur
199310-P
Tel: 03-40418118 Fax: 03-40435281
A n n u a l R e p o r t 2 0 0 3
2. a...InvestmentHolding...
...Investment Holding...
...Turnkey Construction...
BATANG KALI
...Planned Communities...
Bandar Utama, Batang Kali
KOTA KINABALU
• The Peak, Signal Hill
• Signal Hill Park
BATU CAVES
Paling’s Products
KUALA LUMPUR
Taman Mastiara
Perlis
Kedah
Pulau
Pinang
Kuantan
Terengganu
KUANTAN Sabah
Perak
Perkampungan Seri Mahkota Aman
Pahang
Selangor
Negeri Sarawak
Sembilan
Melaka
Johor
KLANG
Taman Suria Perdamar
DAMANSARA
Taman Damansara Emas
ONGOING PROJECT
3. CORE PURPOSE
To continue to be a pioneering building company, committed to advancing Malaysian living standards
through the planning, construction and delivery of worthy buildings and vibrant communities.
CORE BELIEFS
...an established tradition of conducting our business to the industry’s highest ethics/practices;
...use of designs and processes that advance standards;
...equipping our people in order to provide lasting value to our customers/stakeholders.
Corporate Section
Contents
Notice Of Annual General Meeting 2
Notice of Dividend Payment 3
Statement Accompanying Notice of Annual General Meeting 3
Annexure A - Letter of Nomination of Auditors 4
Corporate Information 5
Directors’ Profile 6
Corporate Structure 13
Group Financial Highlights 14
Statement Of Directors’ Responsibilities 15
Executive Chairman’s Statement 16
Penyata Pengerusi Eksekutif 20
Statement Of Corporate Governance 24
Statement On Internal Control 30
Audit Committee Report 31
Group Properties 78
Shareholders’ Information 80
TSR Holders’ Information 82
Proxy Form
Financial Statements 35-77
4. Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Thirteenth Annual General Meeting of Siah Brothers Corporation Berhad will
be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang, 53000 Kuala Lumpur on Friday,
26 September 2003 at 11.00 a.m. to transact the following business:
AGENDA
1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the year (Resolution 1)
ended 31 March 2003 together with the Auditors’ Report thereon.
2. To declare a first and final dividend of 1% less 28% income tax for the year ended (Resolution 2)
31 March 2003.
3. To approve the payment of Directors’ fees. (Resolution 3)
4. To re-appoint the following Directors pursuant to Section 129(6) of the Companies Act, 1965:
(a) YBhg. Dato’ Lim Phaik Gan (Resolution 4)
(b) Mr. Sia Kwee Mow @ Sia Hok Chai (Resolution 5)
5. To re-elect YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad as a Director retiring by rotation (Resolution 6)
pursuant to Article 77 of the Articles of Association of the Company.
6. To appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 7)
Notice of nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of
which is annexed hereto and marked as “Annexure A”, has been received by the Company
from a shareholder, LOM Holdings Sdn. Bhd. for the nomination of M/s. Horwath, who have
given their consent to act, as Auditors of the Company and of their intention to propose the
following Ordinary Resolution at the meeting:
“THAT M/s Horwath be appointed as Auditors of the Company in place of the retiring
Auditors, M/s. Horwath Mok & Poon, at a remuneration to be fixed by the Directors and to
hold office until the conclusion of the next Annual General Meeting”.
7. As Special Business, to consider and, if thought fit, to pass the following resolutions:
(A) ORDINARY RESOLUTION (Resolution 8)
AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES
Notice of Annual General Meeting
“THAT subject always to the Companies Act, 1965, the Articles of Association of the
Company and the approval from the Kuala Lumpur Stock Exchange and other
governmental/regulatory bodies, where such approval shall be necessary, the Directors
be and are hereby authorised pursuant to Section 132D of the Companies Act, 1965, to
allot and issue shares in the Company, at any time and upon such terms and conditions
and for such purposes as they may in their absolute discretion deem fit, provided that
the aggregate number of shares issued pursuant to this resolution does not exceed ten
per cent (10%) of the issued capital of the Company for the time being and that such
authority shall continue in force until the conclusion of the next Annual General Meeting
of the Company.”
(B) SPECIAL RESOLUTION (Resolution 9)
APPROVAL FOR PROPOSED CHANGE OF NAME OF THE COMPANY
“THAT the change of name of the Company from Siah Brothers Corporation Berhad to
SBC Corporation Berhad (effective upon the issuance of the Certificate of Incorporation
on Change of Name of Company by the Companies Commission of Malaysia) be and is
hereby approved and that all references in the Memorandum and Articles of Association
of the Company to the name Siah Brothers Corporation Berhad, wherever the same may
appear, shall be substituted with the name SBC Corporation Berhad.”
8. To consider any other business for which due notice shall have been given.
2 Annual Report 2003
5. Notice Of Dividend Payment
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Thirteenth Annual General
Meeting of the Company, the first and final dividend of 1% less 28% income tax for the year ended 31 March 2003
will be paid on 31 October 2003 to Depositors registered in the Record of Depositors on 17 October 2003.
A Depositor shall qualify for entitlement only in respect of:
a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 17 October 2003 in respect of
ordinary transfers; and
b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the
Kuala Lumpur Stock Exchange.
NOTES:
1) Proxy: 2) Resolution 8:
By Order of the Board A member entitled to attend and vote at the The Company is actively pursuing business
Meeting is entitled to appoint a proxy to attend and opportunities in prospective areas so as to
vote instead of him. Where a member appoints broaden the operating base and earnings
more than one (1) proxy, the appointment shall be potential of the Company. Such expansion plans
invalid unless he specifies the proportions of his may require the issue of new shares not
holdings to be represented by each proxy. To be exceeding 10 per cent (10%) of the Company’s
CHONG FOOK SIN valid, the proxy form duly completed must be issued share capital. With the passing of the
deposited at the Registered Office of the resolution by the shareholders of the Company at
KAN CHEE JING Company not less than forty-eight (48) hours the forthcoming Annual General Meeting, the
Company Secretaries before the time for holding the meeting. If the Directors would avoid delay and cost of convening
appointor is a corporation, this form must be further general meetings to approve the issue of
executed under its common seal or under the shares for such purposes.
hand of its attorney.
Kuala Lumpur 3) Resolution 9:
3 September 2003 The proposed change of name from Siah Brothers
Corporation Berhad to SBC Corporation Berhad is
to better reflect the corporate identity of the
Company.
Statement Accompanying Notice of Annual General Meeting
Statement Accompanying Notice of Annual General Meeting
pursuant to paragraph 8.28 (2) of the Listing Requirements of Kuala Lumpur Stock Exchange
(1) The following are the Directors standing for re-appointment and re-election at the Thirteenth Annual General
Meeting:
(a) Re-appointment of the following Directors pursuant to Section 129(6) of the Companies Act, 1965:
(i) YBhg. Dato’ Lim Phaik Gan
(ii) Mr. Sia Kwee Mow @ Sia Hok Chai
(b) Re-election of YBhg. Dato’ Dr. Norraesah Bt. Haji Mohamad as a Director pursuant to Article 77 of the
Articles of Association of the Company.
(2) Attendance of Directors at Board Meetings held during the financial year ended 31 March 2003 are as follows:
Attendance Percentage of
Name of Directors at Meetings Attendance (%)
Sia Kwee Mow @ Sia Hok Chai 4/4 100
Sia Teong Heng 4/4 100
Mun Chong Shing @ Mun Chong Tian 3/4 75
Dato’ Lim Phaik Gan 2/4 50
Dato’ Dr. Norraesah Bt. Haji Mohamad 2/4 50
Datuk Sim Peng Choon (Resigned on 19 August 2003) 4/4 100
Abdul Rahman Bin A. Shukor
(Alternate to Datuk Sim Peng Choon - ceased on 19 August 2003) 2/4 50
Vincent Koh Kok Kee (Resigned on 31 May 2003) 4/4 100
Tan Sri Dato’ Ir. Muhammad Yusuff Bin Haji 1/1 100
Muhammad Yunus (Resigned on 14 August 2002)
(3) The Thirteenth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers,
74, Jalan Pahang, 53000 Kuala Lumpur on Friday, 26 September 2003 at 11.00 a.m.
(4) The profile of Directors standing for re-appointment and re-election as mentioned in paragraph 1 above at the
Thirteenth Annual General Meeting are set out in page 6 to 12 of this Annual Report.
Siah Brothers Corporation Berhad (199310-P) 3
6. Annexure A
Letter of Nomination of Auditors
8 August 2003
The Board of Directors
Siah Brothers Corporation Berhad
Wisma Siah Brothers,
74A, Jalan Pahang,
53000 Kuala Lumpur.
Dear Sirs,
NOMINATION OF AUDITORS
Pursuant to Section 172(11) of the Companies Act, 1965, we, being a shareholder of the Company, hereby give
notice of nomination of M/s. Horwath as Auditors of the Company in place of the retiring Auditors, M/s. Horwath
Mok & Poon, and of our intention to propose the following as an ordinary resolution at the forthcoming Annual
General Meeting of Siah Brothers Corporation Berhad:
“THAT M/s Horwath be appointed as Auditors of the Company in place of the retiring Auditors, M/s. Horwath Mok
& Poon, at a remuneration to be fixed by the Directors and to hold office until the conclusion of the next Annual
General Meeting.”
Yours truly,
LOM HOLDINGS SDN. BHD.
Notice of Annual General Meeting
Sia Kwee Mow @ Sia Hok Chai
Director
4 Annual Report 2003
7. Corporate Information
as at 8 August 2003
Board Of Directors
Sia Kwee Mow @ Sia Hok Chai Sia Teong Heng
JMN, FFB, FCIOB, FAIB B.Sc. (Eng), M.Sc.
Executive Chairman Managing Director
Mun Chong Shing @ Mun Chong Tian Dato’ Lim Phaik Gan
Non-Executive Director DPMP, DMPN, M.A. (Law), FCI, ARB
Independent Non-Executive Director
Datuk Sim Peng Choon
PJN Dato’ Dr. Norraesah Bt. Haji Mohamad
Non-Executive Director DSPN, PhD., B.Sc. (Econ)
Independent Non-Executive Director
Abdul Rahman Bin A. Shukor
B.Sc (Civil & Environmental Eng.), Executive MBA
Non-Executive Director
(Alternate to Datuk Sim Peng Choon)
Audit Committee Solicitors
Dato’ Dr. Norraesah Bt. Haji Mohamad Cheang & Ariff
DSPN, PhD., B.Sc. (Econ) 39 Court
Chairperson & 39, Jalan Yap Kwan Seng
Independent Non-Executive Director 50450 Kuala Lumpur
Datuk Sim Peng Choon Lim & Yeoh
PJN
Non-Executive Director 145-M Jalan Maharajalela
50150 Kuala Lumpur
Company Secretaries
Lee, Perara & Tan
Chong Fook Sin 55, Jalan Thambapillai
ATII, MCCS, AFA Off Jalan Tun Sambanthan
Brickfields
Kan Chee Jing 50470 Kuala Lumpur
ACIS
Principal Bankers
Registered Office
Affin Merchant Bank Berhad
Wisma Siah Brothers Alliance Bank Malaysia Berhad
74A Jalan Pahang Aseambankers Malaysia Berhad
53000 Kuala Lumpur Bangkok Bank Berhad
Tel : 03 - 4041 8118 Bumiputra Commerce Bank Berhad
Fax : 03 - 4043 5281
Corporate Information
United Overseas Bank (Malaysia) Berhad
Utama Merchant Bank Berhad
Auditors
Horwath Mok & Poon
Registrars
Chartered Accountants Tacs Corporate Services Sdn. Bhd.
Level 16 Tower C Unit No. 203, 2nd Floor
Megan Phileo Avenue Block C, Damansara Intan
12 Jalan Yap Kwan Seng No. 1, Jalan SS 20/27
50450 Kuala Lumpur 47400 Petaling Jaya
Tel : 03 - 7118 2688
Fax : 03 - 7118 2693
Stock Exchange Listing
Main Board
Kuala Lumpur Stock Exchange
Siah Brothers Corporation Berhad (199310-P) 5
8. Directors’ Profile
as at 31 July 2003
SIA KWEE MOW @ SIA HOK CHAI
Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 70, is the Executive Chairman of Siah Brothers Corporation
Berhad (“SBC”). He has been a Director of SBC since its incorporation on 14 June 1990. He has over 49 years
of experience in building and civil engineering contracting and not less than 31 years of experience in plastic
engineering since the incorporation of Paling Industries Sdn. Bhd. in 1971. He was actively involved in Master
Builders Association Malaysia (“MBAM”) and had served in various capacities including the post of President (1988
to 1994). He was elected as the 29th President (1994 to 1996) of the International Federation of Asian and Western
Pacific Contractors’ Associations (“IFAWPCA”) during which he led the IFAWPCA delegation to a meeting between
the World Bank and International Contractors Association held at Washington D.C. in November 1996.
In recognition of his vast experience and knowledge in construction and his contribution to the building construction
industry, he was awarded or conferred the following:
• Johan Mangku Negara by DYMM Yang DiPertuan Agong in 2001
• Honorary Life President by MBAM in 2001
• Fellowship of the Faculty of Building, United Kingdom in 1981
• Fellowship of the Chartered Institute of Building, United Kingdom as a Chartered Builder in 1979
• Fellowship of the Australian Institute of Building by the Australian Royal Charter of Building in 1982
He was also a previous President of both the Selangor Builders Association and Selangor Chinese Plumbing and
Sanitary Association.
He also sits on the board of several private limited companies in Malaysia, including several subsidiaries of SBC.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 1,480,800 (a)
19,498,523 (b)
Transferable Subscription Rights (“TSR”) 3,078,500 1,746,780 (c)
Employees’ Shares Option Scheme 450,000 -
(a) 1,480,800 shares are held in bare trust by RHB Capital Nominees (Tempatan) Sdn. Bhd.
(b) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn.
Bhd. (5,181,023 shares).
(c) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence
Sdn. Bhd. (50,200 TSR).
By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent
of SBC’s interest in accordance with Section 6A of the Companies Act, 1965.
He is the father of Sia Teong Heng, the Managing Director and a major shareholder of SBC.
Directors’ Profile
He does not have any conflict of interest with SBC except for those transactions disclosed in Note 45 to the
financial statements.
He has not been convicted of any offence within the past 10 years.
He attended all the four Board Meetings held during the last financial year.
6 Annual Report 2003
9. SIA TEONG HENG
Sia Teong Heng, a Malaysian, aged 40, is the Managing Director of Siah Brothers Corporation Berhad (“SBC”).
He was appointed as a Director of SBC on 5 February 1991. On 27 November 2001, he resigned as a member of
the Audit Committee of SBC. He is a member of the Remuneration Committee of SBC. He graduated in 1985 with
a degree in Bachelor of Science in Civil Engineering from Loughborough University, United Kingdom ("UK") and a
Master degree in Management Science from Imperial College, University of London, UK in 1986.
His career began in investment banking in 1987 with Morgan Grenfell (Asia) Ltd., Singapore. He joined SBC in
1991. Presently, he also sits on the boards of several subsidiaries of SBC.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 334,992 19,498,523 (a)
Transferable Subscription Rights (“TSR”) - 1,746,780 (b)
Employees’ Shares Option Scheme 350,000 -
(a) Deemed interest by virtue of his shareholding in LOM Holdings Sdn. Bhd. (14,317,500 shares) and Evergreen Legacy Sdn.
Bhd. (5,181,023 shares).
(b) Deemed interest by virtue of his shareholding in Evergreen Legacy Sdn. Bhd. (1,696,580 TSR) and Perfect Consistence
Sdn. Bhd. (50,200 TSR).
By virtue of his interests in SBC, he is deemed to have interests in the securities of SBC’s subsidiaries to the extent
of SBC’s interest in accordance with Section 6A of the Companies Act, 1965.
He is a son of Sia Kwee Mow @ Sia Hok Chai, the Executive Chairman and a major shareholder of SBC.
He does not have any conflict of interest with SBC except for those transactions disclosed in Note 45 to the
financial statements.
He has not been convicted of any offence within the past 10 years.
He attended all the four Board Meetings held during the last financial year.
Directors’ Profile
Siah Brothers Corporation Berhad (199310-P) 7
10. MUN CHONG SHING @ MUN CHONG TIAN
Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 66, was appointed as an Executive Director of Siah
Brothers Corporation Berhad ("SBC") on 1 April 1996 when he was employed as General Manager of Paling
Industries Sdn. Bhd. (“Paling”) from 1987 and appointed as a Director in 1991 and remained in both positions until
his retirement on 31 December 2001.
On 31 December 2001, he was redesignated as a Non-Executive Director of SBC. He is a member of the
Nomination Committee of SBC.
He has received training in Sales Management conducted by the National Productive Centre and the Malaysian
Institute of Management and a General Management Programme at the National Productivity Board, Singapore.
Prior to his involvement with Paling, he was employed as General Manager in Hume Industries (M) Bhd. where he
has had extensive exposure to industrial engineering and management.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 21,782 -
Transferable Subscription Rights 12,500 -
He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.
He is a brother-in-law to Sia Kwee Mow @ Sia Hok Chai and an uncle to Sia Teong Heng, both are Directors and
major shareholders of SBC.
He does not have any conflict of interest with SBC.
He has not been convicted of any offence within the past 10 years.
He attended three of the four Board Meetings held during the last financial year.
Directors’ Profile
8 Annual Report 2003
11. DATO’ LIM PHAIK GAN
Dato' Lim Phaik Gan, a Malaysian, aged 83, was appointed as an Independent Non-Executive Director of Siah
Brothers Corporation Berhad ("SBC") on 5 February 1991. She is the Senior Independent Non-Executive Director,
the Chairperson of the Nomination Committee and a member of the Remuneration Committee of SBC. She is an
advocate and solicitor and was called to the Bar of England and the Bar of Malaysia. She obtained a Master of
Arts degree in Law from the University of Cambridge, United Kingdom and was in active practice at the Bar of
Malaysia from 1954 to 1971 and from 1980 until today.
Since 1955, she has had a distinguished career in both the private and public sectors. In 1970, she was a member
of the National Economic Consultative Council established when Parliament was suspended as a result of riots in
1969. From 1971 to 1980, she served as the Deputy Permanent Representative of Malaysia to the United Nations
and as the Malaysian Ambassador to Yugoslavia, Austria, Belgium and the European Economic Community. She
was Malaysia's Permanent Representative to the United Nations Industrial and Development Organisation and
International Atomic Energy Agency in Vienna, and served as chairman in various committees.
After her retirement from the Malaysian Foreign Service in 1980, she was appointed by the Government as Director
of the Kuala Lumpur Regional Centre for Arbitration, an international organisation involved in the conduct and
administration of international commercial arbitration for the settlement of disputes arising out of international
commercial contracts and joint ventures, in which capacity she served from 1982 to 2000. She is currently a
member of the Board of Trustees of the Institute of Strategic and International Studies.
She does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.
She has no family relationship with any Director and/or major shareholder of SBC.
She does not have any conflict of interest with SBC.
She has not been convicted of any offence within the past 10 years.
She attended two of the four Board Meetings held during the last financial year.
Directors’ Profile
Siah Brothers Corporation Berhad (199310-P) 9
12. DATO’ DR. NORRAESAH BT. HAJI MOHAMAD
Dato’ Dr. Norraesah bt. Haji Mohamad, a Malaysian, aged 55, was appointed as an Independent Non-Executive
Director of Siah Brothers Corporation Berhad ("SBC") on 8 July 1991. She is the Chairperson of the Audit
Committee and a member of the Nomination Committee and the Remuneration Committee of SBC. She holds a
Doctorate Degree in Economics Science (International Economics and Finance) which she obtained in 1986 from
University of Paris 1, Pantheon Sorbonne, France.
She has over 30 years of working experience in banking, consultancy and international trade and commerce. She
worked with the International Trade Division of the Ministry of Trade and Industry (now known as the Ministry of
International Trade and Industry) from 1972 to 1985 and was later transferred to the Finance Division of the Ministry
of Finance holding the post of Principal Assistant Secretary dealing with privatisation and debt management.
In 1988, she joined ESSO Production Malaysia, Inc. as Communications Manager and subsequently, in 1990, took
the position of Managing Director with a consultant firm providing financial advisory services. From 1991 to 1998
she was appointed as the Chief Representative of Credit Lyonnais Bank in Malaysia.
She sits on the board of KESM Industries Berhad, Malaysian Oxygen Berhad and several private limited
companies.
She was awarded the distinction of Darjah Setia Pangkuan Negeri on 13 July 2002 by Tuan Yang Terutama Yang
di-Pertua Negeri Pulau Pinang on His Excellency’s 64th Birthday.
Her holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Transferable Subscription Rights 4,000 -
She does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.
She has no family relationship with any Director and/or major shareholder of SBC.
She does not have any conflict of interest with SBC.
She has not been convicted of any offence within the past 10 years.
She attended two of the four Board Meetings held during the last financial year.
Directors’ Profile
10 Annual Report 2003
13. DATUK SIM PENG CHOON
Datuk Sim Peng Choon, a Malaysian, aged 71, was appointed as a Non-Executive Director of Siah Brothers
Corporation Berhad ("SBC") on 14 May 1993, representing the interest of Permodalan Nasional Berhad. He is a
member of the Audit Committee and the Remuneration Committee of SBC. He graduated with a Senior Cambridge
Certificate from the Anglo Chinese School in Ipoh, Perak Darul Ridzuan in 1951.
He started his career in 1951 with Barlow & Co. Ltd., Kuala Lumpur, an agent for consumer goods as their
representative. In 1953 to 1956, he joined Allen & Hansbury Ltd., a manufacturer of vitamin products, antibiotics
and surgical instruments as a Medical Representative for Singapore. From 1957 to 1963, he was a Director and
Manager of H Rogers & Co. Ltd., Kuala Lumpur. In 1964, he established Polychem (M) Sdn. Bhd. He is also
currently the Chairman of N.P. King (HK) Ltd., Hong Kong and N.P. King Pte. Ltd., Singapore, both act as agents
for manufacturers of hardware and industrial products.
He is also active in several social organisations, acting as the Vice-Chairman of Kwan Inn Teng Foundation of
Malaysia since 1980 and a Director and the Deputy Treasurer of Tung Shin Hospital, Kuala Lumpur since 1981 and
1986 respectively. He is a life member of Chee Kim Thong Pugilistic & Health Society in 1964.
Presently, he sits on the Board of Cabot Malaysia Sdn. Bhd. and SKF Bearing Industries Malaysia Sdn. Bhd.
He was awarded the distinction of Panglima Jasa Negara on 2 June 2001 by the Yang Di-Pertuan Agung on His
Majesty’s 75th Birthday.
His holdings in the securities of SBC are as follows:
Direct Interest Indirect Interest
Ordinary shares 10,869 -
He does not hold any securities, direct or indirect, in any of SBC’s subsidiaries.
He has no family relationship with any Director and/or major shareholder of SBC.
He does not have any conflict of interest with SBC.
He has not been convicted of any offence within the past 10 years.
He attended all the four Board Meetings held during the last financial year.
Directors’ Profile
Siah Brothers Corporation Berhad (199310-P) 11
14. ABDUL RAHMAN BIN A. SHUKOR
Abdul Rahman bin A. Shukor, a Malaysian, aged 41, was appointed to the Board of Directors of Siah Brothers
Corporation Berhad (“SBC”) as a Non-Executive Director alternate to Datuk Sim Peng Choon on 5 February 2001.
He graduated in 1985 with a degree in Bachelor of Science in Civil & Environmental Engineering from the
University of Wisconsin at Madison, USA.
He started his career in 1985 with Machinta Sdn. Bhd. as a Site Engineer, and subsequently joined the Department
of Environment (“DOE”) as an Environmental Controller in 1986. Before he left the DOE, he was involved in the
Planning Department, specifically on the aspect of Environmental Impact Assessment.
In 1992, he joined PNB Equity Resource Corporation Sdn. Bhd., a wholly owned subsidiary company of PNB, as
an Assistant Manager in its Venture Capital Business. In 1997, he went to the United States to pursue the
Executive Master of Business Administration program from the University of New Haven at Connecticut. At the
same time, he has also sat and passed the First and Second of the three levels Examination of the Chartered
Financial Analysis ("CFA") Program organised by the Association of Investment Management and Research
(“AIMR”), USA. The CFA Program is a distinguished professional chartership for the financial & investment
communities in the USA, and have following through the establishment of AIMR charters all around the world.
Upon the completion of his studies in 1999, he was assigned as a Manager in the Corporate Services Department
of Permodalan Nasional Berhad (“PNB”). Presently, he sits on the Board of GKN Driveshafts (Malaysia) Sdn. Bhd.,
representing PNB.
He does not hold any securities, direct or indirect, in SBC or any of its subsidiaries.
He has no family relationship with any Director and/or major shareholder of SBC.
He does not have any conflict of interest with SBC.
He has not been convicted of any offence within the past 10 years.
He attended two of the four Board meetings held during the last financial year.
Directors’ Profile
12 Annual Report 2003
15. Corporate Structure
as at 8 August 2003
SIAH BROTHERS CORPORATION BERHAD
INVESTMENT HOLDING
l Siah Brothers Land Sdn Bhd 100%
l Siah Brothers Properties Sdn Bhd 100%
l Siah Brothers Industries Sdn Bhd 100%
PROPERTY DEVELOPMENT
Seri Ampangan Realty Sdn Bhd 100% l
Sinaran Naga Sdn Bhd 100% l
Mixwell (Malaysia) Sdn Bhd 100% l
South-East Best Sdn Bhd 100% l
Gracemart Resources Sdn Bhd 100% l
Sutrati Development Sdn Bhd 100% l
Siah Brothers Development Sdn Bhd 100% l
Tiara Development Sdn Bhd 100% l
SBC Homes Sdn Bhd 100% l
Winsome Ventures Sdn Bhd 100% l
SBC Leisure Sdn Bhd 100% l
SBC Towers Sdn Bhd 100% l
Siah Brothers Project Management Sdn Bhd 100% l
Ligamas Sdn Bhd 50% l
Sri Berjaya Development Sdn Bhd 33.3% l
CONSTRUCTION
l Syarikat Siah Brothers Trading Sdn Bhd 100%
l Syarikat Siah Brothers Construction Sdn Bhd 100%
l Siah Brothers Enterprise Sdn Bhd 100%
l Lifeplus - Siah Brothers Trading JV Sdn Bhd 100%
PROPERTY INVESTMENT
Aureate Construction Sdn Bhd 100% l
Corporate Structure
Sri Rawang Properties Sdn Bhd 22.2% l
MANUFACTURING & TRADING
l Paling Industries Sdn Bhd 40%
l Liga Canggih Sdn Bhd 40%
l Masahmura Sdn Bhd 51%
l Masahmura Sales & Service Sdn Bhd 51%
l Varich Industries Sdn Bhd 50%
PLANTATION & NURSERY
Sam & Lau Plantation Sdn Bhd 50% l
Siah Brothers Corporation Berhad (199310-P) 13
17. Statement Of Directors’ Responsibilities
In Respect Of The Preparation Of The Financial Statements
The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance with
applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a
true and fair view of the state of affairs of the Group and the Company as of 31 March 2003 and of the results and cash
flows of the Group and Company for the financial year ended on that date.
In preparing the financial statements, the Directors have:
(a) adopted suitable accounting policies and applied them consistently;
(b) made judgements and estimates that are prudent and reasonable;
(c) ensured the adoption of applicable approved accounting standards; and
(d) used the going concern basis for the preparation of the financial statements.
The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonable accuracy
at any time the financial position of the Group and the Company and are kept in accordance with the Companies Act,
1965. The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the Group’s
assets and to prevent and detect fraud and other irregularities.
Statement Of Directors’ Responsibilities
Siah Brothers Corporation Berhad (199310-P) 15
18. Executive Chairman’s Statement
On behalf of the Board of Directors, I am pleased to present the Annual Report and
Financial Statements of Siah Brothers Corporation Berhad for the financial year
ended 31 March 2003.
ECONOMIC AND BUSINESS OUTLOOK FINANCIAL PERFORMANCE
The local economy posted a GDP growth of 4.2% for Inspite of the interruption of the industry wide
the calendar year 2002 and is expected to post at slowdown in labor activity as cited above, the year
least a similar figure in the next 12 months. has been a satisfactory one for the group. Group’s
pre-tax profit increased by 218% to RM5.15 million
During the first half of last year, the general business bringing the shareholders’ funds total to RM217.12
and consumer sentiment had been distinctly bright million as at 31 March 2003. This somewhat bears
prior to the year end interruptions of geopolitical testimony to our efforts to raise the group profitability
instability, the 2003 global health epidemic as well as both in terms of top line growth as well as quality of
the single domestic issue pertaining to the that growth.
displacement of the foreign labor. The latter issue
which started to affect the entire industry in the latter
quarter of 2002, persisted well into the first quarter of
2003 by which time most of the building activities had
once again proven its resilience by readjusting and
regaining its ordinary pace.
After the slew of negative events, the prospects of
the building and housing industry are once again
looking up. Most significant were the off budget fiscal
measures introduced by the government to promote
the housing industry in the form of tax breaks and low
mortgage rates. With another round of interest rate
cuts instituted again, the general consensus is that
there has not been a time in recent history that it has
been so affordable to own a new home. This clearly
bodes well for our group as most of our activities are
either directly or indirectly tied to the outlook of the
housing and development industries.
Executive Chairman’s Statement
The Peak Condominium
Signal Hill, Kota Kinabalu
4-Storey Shop Office Suites cum Apartments
Taman Mastiara, Kuala Lumpur
16 Annual Report 2003
19. OPERATIONS
This year witnessed a concerted thrust towards making the overall operations more efficient; operational
processes which support that delivery were significantly ‘retooled’, where a key initiative was the upgrade the
framework for operational goals to make it suitable and more focussed. This facilitated better alignment of
company goals vis-a-vis peoples’ goals.
During the year under review, the following project precincts were delivered/handed over:
1. West Coast: Section 4, Bandar Utama Batang Kali, Selangor and Precinct 4, Mastiara, Kuala Lumpur
2. East Coast: Precinct 3, Perkampungan Seri Mahkota Aman, Kuantan, Pahang
Works started on following projects over the similar period:
1. West Coast: Section 1, Taman Suria Pendamar, Klang, Selangor
2. East Coast: Precinct 5, Perkampungan Mahkota Aman, Kuantan, Pahang
3. East Malaysia: Signal Hill Park, Kota Kinabalu, Sabah
During the year under review, the following project precincts were delivered/implemented under the turnkey
division:
1. Upgrading of Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor
2. Turnkey construction of high grade homes at Taman Damansara Emas, Kota Damansara, Selangor
Our manufacturing associate in Paling Industries Sdn Bhd (“Paling”) in collaboration with Brussels based Etex
Group (a world leader in plastic piping systems) entered into its second fiscal year of operations as partnership.
For both these fiscal years since 31 March 2001, Paling’s turnover and pre-tax profits posted RM30 million and
RM3 million respectively. Through the year, Paling has continue to invest in human resource training as well as
tools refinement enabling the raising of productivity levels and production yields.
We are already seeing the benefits of technology transfer as well as tools and raw materials being sourced at very
competitive rates by leveraging on the bargaining strength of the Etex Group. Moving forward, we expect
improvements in the production capability of Paling to continue and we should soon see an increase in export
revenue by way of additional product lines and sales to the Etex network internationally.
Executive Chairman’s Statement
Section 4 Bandar Utama Batang Kali, Selangor Taman Suria Pendamar, Klang
Siah Brothers Corporation Berhad (199310-P) 17
20. CORPORATE DEVELOPMENT
During the financial year, the Company issued
RM61,961,250 nominal value Al-Bai Bithaman
Ajil Bonds (“ABBA Bonds”) comprising
RM49,569,000 nominal value Primary Bonds
and ten (10) equal tranches Secondary Bonds
with RM12,392,250 nominal value. The
Primary Bonds are redeemable at maturity.
Each Primary Bond is supported by ten (10)
Secondary Bonds which are redeemable in
semi-annual installments commencing six (6)
months from the date of first issue of the
Secondary Bonds. The ABBA Bonds were
placed out to a licensed financial institution via
a private placement. The tenure of the ABBA
Single Storey Terrace Houses Bonds is five (5) years from the date of issue.
Perkampungan Seri Mahkota Aman, Kuantan The profit margin on the ABBA Bonds is at a
fixed percentage of 5% per annum, payable in
arrears on a semi-annual basis represented by
the Secondary Bonds. The ABBA Bonds are
issued based on a 10% per annum yield to
maturity.
BOARDROOM CHANGE
At the Boardroom level, you see the departure
of Mr Vincent Koh Kok Kee whom I take this
opportunity to express our appreciation to him
for his invaluable contribution to the Group
during his term in office.
FUTURE OUTLOOK
Shoplots
As we continue to garner company wide
Perkampungan Seri Mahkota Aman, Kuantan
commitment to delivering on the high
Executive Chairman’s Statement
expectations of the group, we hold the view
that, whilst still on the recovery path, the local
business sentiment is fast improving. Barring
‘external shocks’, we feel that the environment
should stabilize to a point where there should
be vast opportunities for us as a turnkey
solutions provider to achieving an all round
improvement in performance.
Road Upgrading
Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor
18 Annual Report 2003
21. DIVIDEND
The Board recommends a first and final dividend of
1% per ordinary share less 28% tax for the
financial year ended 31 March 2003. Subject to the
shareholders’ approval at the forthcoming Annual
General Meeting of the Company, the payment of
the dividend will be made to the shareholders on a
date to be announced later.
APPRECIATION
Our employees are instrumental to the Group and Turnkey Construction of Double Storey Terrace Houses
we would like to thank them for their continued Taman Damansara Emas, Kota Damansara, Selangor
hard work and commitment during the past year.
The Group continues to approach 2004 with similar
confidence and belief in the Group and the ability of
its dedicated workforce.
As always, we remain grateful to our shareholders,
customers, joint venture partners, business
associates, bankers and government authorities
for their confidence, understanding and support for
the Siah Brothers Corporation Group. I am
confident that with the continuing support of all
parties, the Group will be able to overcome any
crisis faced.
In all, the Group remains committed to meeting the
challenges of the coming year and to constantly
aspire to be recognized as a prominent builder of
homes and buildings via superior delivery by our
people and strong partnership with our clients.
Thank you. Paling’s Products
Executive Chairman’s Statement
Sia Kwee Mow @ Sia Hok Chai
JMN, FFB, FCIOB, FAIB
Executive Chairman
8 August 2003
Paling’s Products
Siah Brothers Corporation Berhad (199310-P) 19
22. Penyata Pengerusi Eksekutif
Saya bagi pihak Lembaga Pengarah dengan sukacitanya membentangkan Laporan
Tahunan dan Penyata Kewangan Siah Brothers Corporation Berhad bagi tahun
kewangan berakhir 31 Mac 2003.
TINJAUAN EKONOMI DAN PERNIAGAAN PRESTASI KEWANGAN
Ekonomi negara telah mencatatkan Keluaran Dalam Walaupun masalah aktiviti buruh sepertimana yang
Negara Kasar (KDNK) sebanyak 4.2% pada telah disebutkan di atas telah menjejaskan keadaan
tahun 2002 dan dijangka akan terus mencatatkan industri ini, namun tahun ini Kumpulan telah
sekurang-kurangnya angka yang sama dalam membentangkan keputusan yang amat memuaskan.
12 bulan yang akan datang. Keuntungan sebelum cukai Kumpulan telah
meningkat sebanyak 218 % kepada RM5.15 juta dan
Sentimen konsumer dan perniagaan telah sekaligus menaikkan dana pemegang saham
menunjukkan prestasi yang amat baik sebelum kepada RM217.12 juta pada 31 Mac 2003. Prestasi
pertengahan tahun kedua iaitu sebelum timbulnya ini telah membuktikan nekad kami untuk
ketidakstabilan geopolitik, jangkitan wabak penyakit meningkatkan keuntungan Kumpulan dari segi
yang menular seluruh dunia serta isu-isu domestik pertumbuhan perolehan dan kualiti pertumbuhannya.
berkaitan dengan kekurangan buruh asing. Isu
domestik tersebut telah mulai menjejaskan keadaan
seluruh industri ini pada suku akhir tahun 2002 malah
berlarutan sehingga suku pertama tahun 2003.
Namun pada ketika ini kebanyakan aktiviti dalam
sektor pembinaan telah sekali lagi membuktikan
daya keteguhan dengan penyesuaian aktiviti kembali
ke kedudukan yang asal.
Prospek sektor pembinaan dan sektor perumahan
telah bertambah baik selepas mengharungi
peristiwa-peristiwa negatif tersebut. Isu paling
signifikan adalah rangsangan ekonomi melalui
penilaian pelepasan belanjawan fiskal yang
diperkenalkan oleh pihak kerajaan dalam usaha
untuk mempromosikan industri perumahan melalui
galakan cukai serta sumber kewangan yang murah.
Malahan, kemampuan untuk memiliki rumah baru
kini telah menjadi mudah dengan penurunan kadar
faedah pinjaman rumah. Keadaan baik yang tidak
pernah sesekali berlaku dalam sejarah negara ini
telah memberi kesan yang positif kepada Kumpulan
memandangkan kebanyakan aktiviti kami adalah
berkaitan rapat dengan prospek sektor
Penyata Pengerusi Eksekutif
pembangunan dan perumahan.
Kolam Renang di The Peak Kondominium
Signal Hill, Kota Kinabalu
Kedai Pejabat Berserta Pangsapuri 4 Tingkat
Taman Mastiara, Kuala Lumpur
20 Annual Report 2003
23. OPERASI
Tahun ini memperlihatkan hasrat serta kerjasama dari semua pihak untuk menghasilkan mutu operasi yang lebih
cekap secara keseluruhan; proses-proses kerja yang menyumbangkan hasil tersebut telah diperbaiki, di mana
inisiatif utama adalah peningkatan rangkaian kerja organisasi demi matlamat operasi untuk menjadikannya lebih
sesuai dan berfokus. Usaha ini juga telah menyelaraskan tumpuan organisasi dengan matlamat masyarakat
umum.
Dalam tahun bawah tinjauan, Kumpulan telah berjaya menyiapkan dan menyerahkan projek-projek berikut kepada
para pembeli rumah:
1. Pantai Barat: Seksyen 4, Bandar Utama Batang Kali, Selangor dan Precinct 4, Mastiara, Kuala Lumpur
2. Pantai Timur: Precinct 3, Perkampungan Seri Mahkota Aman, Kuantan, Pahang
Dalam tahun yang sama, projek-projek berikut telah dimulakan kerja:
1. Pantai Barat: Seksyen 1, Taman Suria Pendamar, Klang, Selangor
2. Pantai Timur: Precinct 5, Perkampungan Mahkota Aman, Kuantan, Pahang
3. Malaysia Timur: Signal Hill Park, Kota Kinabalu, Sabah
Dalam tahun bawah tinjauan, projek-projek lingkungan berikut telah disiapkan/dilaksanakan bagi bahagian
‘turnkey’:
1. Menaik-taraf Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor
2. Pembinaan ‘turnkey’ rumah gred tinggi di Taman Damansara Emas, Kota Damansara, Selangor
Usahasama antara syarikat bersekutu, Paling Industries Sdn Bhd (“Paling”) dengan rakan kongsinya, Kumpulan
Etex dari Brussels (pengilang terbesar di dunia dalam sistem paip plastik) telah memasuki tahun fiskal yang
kedua. Dalam kedua-dua tahun fiskal semenjak 31 Mac 2001, Paling telah meraihkan perolehan sebanyak RM30
juta dan keuntungan sebelum cukai sebanyak RM3 juta. Sepanjang tahun ini, Paling telah terus melabur dalam
latihan sumber manusia serta ke atas penyempurnaan peralatan kerja untuk meningkatkan lagi tahap produktiviti
dan hasil pengeluaran.
Kami telah menikmati kelebihan pemindahan teknologi serta perolehan peralatan dan bahan-bahan mentah pada
harga yang kompetitif melalui daya rundingan Kumpulan Etex. Menjangkau masa depan, kami menjangka
pertumbuhan yang berterusan dalam pengeluaran Paling dan pendapatan eksport melalui pertambahan jenis
produk dan hasil jualan kepada rangkaian sedunia Etex.
Penyata Pengerusi Eksekutif
Seksyen 4 Bandar Utama Batang Kali, Selangor Taman Suria Pendamar, Klang
Siah Brothers Corporation Berhad (199310-P) 21
24. PERKEMBANGAN KORPORAT
Dalam tahun kewangan ini, Syarikat telah
menerbitkan RM61,961,250 nilai nominal Bon
Al-Bai Bithaman Ajil (Bon ABBA) yang terdiri
daripada RM49,569,000 nilai nominal Bon
Pertama dan sepuluh (10) gugusan sama Bon
Kedua pada nilai nominal RM12,392, 250. Bon
Pertama boleh ditebus kembali selepas tamat
tempoh matang. Setiap Bon Pertama disokong
oleh Bon Kedua yang dapat diperolehi semula
selepas pembiayaan ansuran tempoh
setengah tahun yang bermula enam bulan dari
terbitan pertama Bon Kedua.
Bon ABBA ditempatkan di sebuah institusi
Rumah Teres Satu Tingkat kewangan berlesen menerusi suatu
Perkampungan Seri Mahkota Aman, Kuantan penempatan persendirian. Tempoh
pemegangan Bon ini adalah lima (5) tahun dari
tarikh ia diterbitkan. Keuntungan Bon ABBA
telah ditetapkan pada kadar 5% setahun, akan
dibayar secara ansuran dalam tempoh
setengah tahun yang diwakili oleh Bon Kedua.
Bon ABBA diterbitkan pada kadar 10%
setahun hingga tempoh matang.
PERUBAHAN LEMBAGA PENGARAH
Pada peringkat Lembaga Pengarah, saya
mengambil kesempatan ini untuk melafazkan
penghargaan kami kepada Encik Vincent
Koh Kok Kee atas sumbangan beliau kepada
Kumpulan ini sepanjang penggal beliau
sebagai pengarah Syarikat.
Lot Kedai
Perkampungan Seri Mahkota Aman, Kuantan
TINJAUAN MASA DEPAN
Dengan terus melaksanakan tanggungjawab
Penyata Pengerusi Eksekutif
dan kewajipan semua pihak demi mencapai
matlamat Kumpulan ini, kami bersependapat
bahawa sentimen perniagaan yang kini masih
dalam tahap pemulihan akan bertambah baik.
Walaupun terdapat gangguan luaran, kami
yakin bahawa keadaan persekitaran akan
menjadi lebih stabil hingga ke suatu tahap
yang akan mendatangkan peluang kepada
kami untuk meningkatkan lagi prestasi
Syarikat secara keseluruhannya.
Projek Menaik-taraf Jalan
Jalan Batu Caves-Simpang Tiga, Batu Caves, Selangor
22 Annual Report 2003
25. DIVIDEN
Lembaga Pengarah telah mencadangkan
pembayaran dividen tahunan sebanyak 1%
sesaham tolak cukai 28% bagi tahun kewangan
berakhir 31 Mac 2003, tertakluk kepada
persetujuan para pemegang saham pada
Mesyuarat Agung Tahunan akan datang. Tarikh
pembayaran dividen ini akan diumumkan kelak.
PENGHARGAAN
Kakitangan kami adalah instrumental kepada Pembinaan Turnkey Rumah Teres Dua Tingkat
Kumpulan dan kami ingin melafazkan ucapan Taman Damansara Emas, Kota Damansara, Selangor
terima kasih kepada mereka atas usaha
berterusan dan amanat kukuh mereka pada tahun
yang lalu. Kumpulan ini akan menghadapi tahun
2004 dengan keyakinan dan percaya akan
kebolehan para pekerjanya yang berdedikasi.
Seperti biasa, kami juga ingin menyatakan
penghargaan kami kepada para pemegang
saham, rakan-rakan perkongsian, rakan-rakan
perniagaan, ahli-ahli bank dan juga pihak berkuasa
kerajaan atas keyakinan, persefahaman dan
sokongan mereka terhadap Kumpulan Siah
Brothers Corporation. Saya yakin dengan adanya
sokongan berterusan daripada semua pihak,
Kumpulan ini akan berupaya mengatasi sebarang
rintangan yang dihadapi.
Justeru itu, Kumpulan ini bertekad untuk
menghadapi sebarang cabaran pada tahun yang
akan datang dan terus bernekad untuk menjadi
pembina perumahan dan bangunan yang terulung Produk Keluaran Paling
melalui kewibawaan para pekerja kami serta talian
usahasama dan hubungan yang rapat dengan
para pelanggan kami.
Penyata Pengerusi Eksekutif
Sekian, terima kasih.
Sia Kwee Mow @ Sia Hok Chai
JMN, FFB, FCIOB, FAIB
Pengerusi Eksekutif
8 Ogos 2003
Produk Keluaran Paling
Siah Brothers Corporation Berhad (199310-P) 23
26. Statement Of Corporate Governance
as at 8 August 2003
The Board of Directors of Siah Brothers Corporation Berhad appreciates and is committed to the maintenance of
high standards of corporate governance by implementing the principles and best practices set out in Part 1 and 2
of the Malaysian Code of Corporate Governance (“Code”).
Set out in the ensuing paragraphs are descriptions of how the Group has applied the principles and best practices
of the Code during the financial year and the extent of compliance with best practices of the Code.
BOARD OF DIRECTORS
Composition and Balance
As at the date of this statement, the Board consists of 7 members, comprising 2 independent non-executive
Directors, 3 non-executive Directors and 2 executive Directors. With this Board composition, the Company
complies with paragraph 15.02 of the Listing Requirements of the Kuala Lumpur Stock Exchange where at least
2 Directors or 1/3 of the Board, whichever is higher, are independent Directors.
The Board comprises Directors from different professional backgrounds and collectively bring with them depth and
diversity in experience and expertise to the Group’s operations. The Executive Directors are responsible for
implementing policies of the Board, overseeing the Group’s operations and developing the Group’s business
strategies. The role of the Independent Non-Executive Directors is to provide independent view, advice and
judgement to ensure a balanced and unbiased decision making process.
The Board is of the opinion that its current membership fairly reflects the investment of minority shareholders in
the Company and represents the required mix of skills and experience required to discharge the Board’s duties
and responsibilities. Furthermore, no individual Director or group of Directors can dominate the Board’s decision
making.
The profiles of the members of the Board are set out in this Annual Report under the section named Directors’
Profile.
Duties and Responsibilities
The Board of Siah Brothers Corporation Berhad is primarily responsible for:
• Reviewing and adopting a strategic plan for the Group;
Statement Of Corporate Governance
• Overseeing the conduct of the Company’s business to evaluate whether the business is being properly
managed;
• Identify principal risk and ensure the implementation of appropriate systems to manage these risks;
• Succession planning, including appointing, training, fixing the compensation of and where appropriate,
replacing senior management;
• Developing and implementing an investor relations program or shareholder communications policy for the
Company;
• Reviewing the adequacy and the integrity of the Company’s internal control systems and management
information systems, including systems for compliance with applicable laws, regulations, rules, directives and
guidelines.
The roles of the Managing Director and Chairman are clearly distinct to ensure that there is a balance of power
and authority. The Chairman is primarily responsible for the working of the Board, its membership and participation
of the members at the Board meetings. The Managing Director is responsible for the daily management of the
Group’s business operations and implementation of policies and strategies adopted by the Board.
On 27 August 2002, the Board appointed Dato’ Lim Phaik Gan as the Senior Independent Non-Executive Director
to whom concerns may be conveyed.
Board Meetings
Normally, the Board meets at least 4 times in a financial year with additional meetings convened to deliberate on
urgent and significant matters where decisions need to be taken between the scheduled Board meetings. During
the financial year ended 31 March 2003, the Board met 4 times where it deliberated on and considered matters
relating to the Group’s financial performance, significant investments, corporate development, strategic issues and
business plan. Details of each Director’s attendance of Board meetings are set out as follows:
24 Annual Report 2003
27. Board Meetings (cont’d)
No. of
Name of Director Designation meetings attended
Sia Kwee Mow @ Sia Hok Chai Executive Chairman 4/4
Sia Teong Heng Managing Director 4/4
Mun Chong Shing @ Mun Chong Tian Non-Executive Director 3/4
Dato’ Lim Phaik Gan Independent Non-Executive Director 2/4
Dato’ Dr. Norraesah Bt. Haji Mohamad Independent Non-Executive Director 2/4
Datuk Sim Peng Choon Non-Executive Director 4/4
Abdul Rahman Bin A. Shukor Non-Executive Director 2/4
(Alternate to Datuk Sim Peng Choon)
Vincent Koh Kok Kee Independent Non-Executive Director 4/4
(Resigned on 31 May 2003)
Tan Sri Dato’ Ir. Muhammad Yusuff Independent Non-Executive Director 1/1
Bin Haji Muhammad Yunus
(Resigned on 14 August 2002)
All Directors receive documents on matters requiring their consideration prior to and in advance of each meeting.
These documents are comprehensive and include qualitative and quantitative information to enable the Board
members to make an informed decision. Senior management is invited to attend these meetings to explain and
clarify matters being tabled. All proceedings of the Board meetings are minuted by the Company Secretary.
There is a formal schedule of matters reserved specifically for Board’s decisions, these include approval of key
policies, significant acquisitions and disposals of assets, significant investments and approval of budgets and
corporate plans.
To assist in the discharge of their responsibilities and duties, all Directors have access to the advice and services
of the Company Secretary. If required, the Directors may engage independent professionals at the Group’s
expense, in the furtherance of their duties.
Statement Of Corporate Governance
Re-election and Re-appointment of Directors
In accordance with the Company’s Articles of Association, one third of the Directors shall retire from office and be
eligible for re-election at the annual general meeting. Furthermore, each Director shall retire from office at least
once in every three years. Directors who are of or over the age of seventy years shall also retire from office and
be eligible for re-appointment at the annual general meeting pursuant to Section 129(6) of the Companies Act,
1965.
Directors’ Training
All members of the Board have attended the Mandatory Accrediation Programme conducted by the Research
Institute of Investment Analysis Malaysia. The Board will ensure that all its members attend such training programs
as prescribed by the Kuala Lumpur Stock Exchange.
For new Directors, a familiarisation program will be conducted for them. This includes a presentation of the Group’s
operations by senior management and visits to the existing project sites.
Board Committees
Apart from the Audit Committee, there are two other committees established by the Board during the financial year
ended 31 March 2003 to assist the Board in the execution of their responsibilities. They are the Nomination and
Remuneration Committees and all Board committees are provided with written terms of reference.
Siah Brothers Corporation Berhad (199310-P) 25
