1. 2 0 0 4 R E P O R T A N N U A L
an adherence to industr y's highest ethics
(formerly known as siah brothers corporation berhad)
(199310-P) sbc corporation berhad
sbc corporation berhad annual repor t 2004
sbc corporation berhad (199310-P) Wisma Siah Brothers, 74A Jalan Pahang, 53000 Kuala Lumpur. Tel: 03 4041 8118 Fax: 03 4043 5281
(formerly known as siah brothers corporation berhad)
designed & produced by mintlav@streamyx.com

2. c o r e p u r p o s e c o r e v a l u e
Adherence to industry's highest ethics
Use of designs and processes that promote standards
Equipping our people to anticipate and respond to the needs of our customers and stakeholders
To build upon our construction heritage to design and deliver exciting,
unique and valuable solutions for buildings and communities

3. CONTENTS
corporate section
notice of annual general meeting 2
notice of dividend payment 3
statement accompanying notice of annual general meeting 3
corporate information 4
directors’ profile 5
corporate structure 11
group financial highlights 12
statement of directors’ responsibilities 13
executive chairman’s statement 14
penyata pengerusi eksekutif 18
statement of corporate governance 22
statement on internal control 30
audit committee report 32
group properties 88
shareholders’ information 90
proxy form
financial statements 37 - 87

4. notice of annual general meeting
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Fourteenth Annual General Meeting of SBC Corporation Berhad (Formerly known
as Siah Brothers Corporation Berhad) will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, 74, Jalan Pahang,
53000 Kuala Lumpur on Thursday, 23 September 2004 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 (Resolution 1)
year ended 31 March 2004 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 2004.
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 Mr Sia Teong Heng as a Director retiring by rotation pursuant to Article 77 of (Resolution 6)
the Articles of Association of the Company.
6. To re-elect the following Directors retiring pursuant to Article 84 of the Articles of
Association of the Company:
(a) YBhg. Dato’ Zainol Abidin Bin Haji A. Hamid (Resolution 7)
(b) En. Ahmad Fizal Bin Othman (Resolution 8)
7. To re-appoint Messrs. Horwath as Auditors of the Company and to authorise the (Resolution 9)
Directors to fix their remuneration.
8. As Special Business, to consider and, if thought fit, to pass the following Ordinary (Resolution 10)
Resolution:
AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE SHARES
“THAT subject always to the Companies Act, 1965, the Articles of Association of the
Company and the approval from the Bursa Malaysia Securities Berhad 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.”
9. To consider any other business for which due notice shall have been given.
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5. notice of dividend payment
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Fourteenth Annual General Meeting
of the Company, the first and final dividend of 1% less 28% income tax for the year ended 31 March 2004 will be
paid on 29 October 2004 to Depositors registered in the Record of Depositors on 18 October 2004.
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 18 October 2004 in respect of
ordinary transfers; and
b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of
the Bursa Malaysia Securities Berhad.
NOTES:
1) Proxy: 2) Resolution 10:
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 opportunities in prospective areas so as to
and vote instead of him. Where a member broaden the operating base and earnings
appoints more than one (1) proxy, the potential of the Company. Such expansion plans
appointment shall be invalid unless he specifies may require the issue of new shares not
CHONG FOOK SIN the proportions of his holdings to be represented exceeding 10 per cent (10%) of the Company’s
KAN CHEE JING by each proxy. To be valid, the proxy form duly issued share capital. With the passing of the
completed must be deposited at the Registered resolution by the shareholders of the Company at
Company Secretaries
Office of the Company not less than forty-eight the forthcoming Annual General Meeting, the
(48) hours before the time for holding the Directors would avoid delay and cost of
meeting. If the appointor is a corporation, this convening further general meetings to approve
Kuala Lumpur form must be executed under its common seal or the issue of shares for such purposes.
under the hand of its attorney.
30 August 2004
statement accompanying notice of annual general meeting
pursuant to paragraph 8.28 (2) of the listing requirements of Bursa Malaysia Securities Berhad
(1) The following are the Directors standing for re-appointment and re-election at the Fourteenth 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 Mr Sia Teong Heng as a Director pursuant to Article 77 of the Articles of Association of
the Company.
(c) Re-election of the following Directors pursuant to Article 84 of the Articles of Association of the
Company:
(i) YBhg. Dato’ Zainol Abidin Bin Haji A. Hamid
(ii) En. Ahmad Fizal Bin Othman
(2) There were six (6) Directors’ Meetings held during the financial year ended 31 March 2004. Details of
attendance of the Directors are set out in the Statement of Corporate Governance appearing on page 23 of
P
this Annual Report.
A
(3) The Fourteenth Annual General Meeting will be held at the Penthouse, 5th Floor, Wisma Siah Brothers, G
74, Jalan Pahang, 53000 Kuala Lumpur on Thursday, 23 September 2004 at 11.00 a.m. E
3
(4) The profile of Directors standing for re-appointment and re-election as mentioned in paragraph 1 above at the
Fourteenth Annual General Meeting are set out in pages 5 to 10 of this Annual Report.

6. corporate information
as at 10 August 2004
BOARD OF DIRECTORS
CORPORATE INFORMATION
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
Dato' Zainol Abidin Bin Haji A. Hamid
LLB (Hons) Dato' Dr Norraesah Bt. Haji Mohamad
Non-Executive Director DSPN, PhD., B.Sc.(Econ)
Independent Non-Executive Director
Ahmad Fizal Bin Othman
B.Acc & Fin. (Hons)
Independent Non-Executive Director
AUDIT COMMITTEE REMUNERATION COMMITTEE
Dato' Dr. Norraesah Bt. Haji Mohamad Dato' Zainol Abidin Bin Haji A. Hamid
Chairperson & Independent Non-Executive Director Chairman & Non-Executive Director
DSPN, PhD., B.Sc.(Econ) LLB (Hons)
Dato' Lim Phaik Gan Dato' Lim Phaik Gan
DPMP, DMPN, M.A.(Law), FCI, ARB DPMP, DMPN, M.A.(Law), FCI, ARB
Independent Non-Executive Director Independent Non-Executive Director
Ahmad Fizal Bin Othman Dato' Dr Norraesah Bt. Haji Mohamad
B.Acc & Fin. (Hons) DSPN, PhD., B.Sc.(Econ)
Independent Non-Executive Director Independent Non-Executive Director
Sia Teong Heng Sia Teong Heng
B.Sc. (Eng), M.Sc. B.Sc. (Eng), M.Sc.
Managing Director Managing Director
EXECUTIVE MANAGEMENT NOMINATION COMMITTEE
Sia Teong Heng Dato' Lim Phaik Gan
Chairman & Managing Director Chairperson & Independent Non-Executive Director
B.Sc. (Eng), M.Sc. DPMP, DMPN, M.A.(Law), FCI, ARB
Sia Teong Leng Dato' Dr Norraesah Bt. Haji Mohamad
B.A. (Hons) (Law & Econs), M.B.A. DSPN, PhD., B.Sc.(Econ)
Corporate Director Independent Non-Executive Director
Ng Kee Chye Ahmad Fizal Bin Othman
CA., B.Acc (Hons) B.Acc & Fin. (Hons)
Group Chief Financial Officer Independent Non-Executive Director
Teh Kai Chua Mun Chong Shing @ Mun Chong Tian
B.Sc. (Eng) Non-Executive Director
General Manager - Technical
SOLICITORS AUDITORS
Cheang & Ariff Horwath
39 Court Chartered Accountants
39, Jalan Yap Kwan Seng, 50450 Kuala Lumpur Level 16 Tower C, Megan Phileo Avenue
Lim & Yeoh
12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur
145-M Jalan Maharajalela, 50150 Kuala Lumpur PRINCIPAL BANKERS
Lee, Perara & Tan Affin Merchant Bank Berhad
55, Jalan Thambapillai, Off Jalan Tun Sambanthan Alliance Bank Malaysia Berhad
Brickfields, 50470 Kuala Lumpur Aseambankers Malaysia Berhad
Bangkok Bank Berhad
COMPANY SECRETARIES Bumiputra Commerce Bank Berhad
Chong Fook Sin United Overseas Bank (Malaysia) Berhad
ATII, MCCS, AFA
Utama Merchant Bank Berhad
Kan Chee Jing
P ACIS REGISTRARS
A
G
Tacs Corporate Services Sdn. Bhd.
REGISTERED OFFICE
E
Unit No. 203, 2nd Floor, Block C, Damansara Intan
Wisma Siah Brothers
4
74A Jalan Pahang, 53000 Kuala Lumpur
No. 1, Jalan SS 20/27, 47400 Petaling Jaya
Tel: 03-4041 8118 Fax: 03-4043 5281 Tel: 03-7118 2688 Fax: 03-7118 2693
STOCK EXCHANGE LISTING
Main Board
Bursa Malaysia Securities Berhad

7. directors’ profile
as at 30 July 2004
DIRECTORS’ PROFILE
Sia Kwee Mow @ Sia Hok Chai
Sia Kwee Mow @ Sia Hok Chai, a Malaysian, aged 71, is the Executive Chairman of SBC Corporation Berhad (“SBC”).
He has been a Director of SBC since its incorporation on 14 June 1990. He has over 50 years of experience in building
and civil engineering contracting and not less than 32 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)
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).
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.
He does not have any conflict of interest with SBC except for those transactions disclosed in Note 42 to the financial
statements.
He has not been convicted of any offence within the past 10 years.
He attended all the six Board Meetings held during the last financial year.
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8. DIRECTORS’ PROFILE
Sia Teong Heng
Sia Teong Heng, a Malaysian, aged 41, is the Managing Director of SBC Corporation Berhad (“SBC”). He was
appointed as a Director of SBC on 5 February 1991. He is a member of the Audit Committee and 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 2,017,992 (a) 19,498,523 (b)
Employees’ Shares Option Scheme 350,000 -
(a) 1,774,000 shares are held in bare trust by Amsec 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).
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 42 to the financial
statements.
He has not been convicted of any offence within the past 10 years.
He attended five of the six Board Meetings held during the last financial year.
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9. DIRECTORS’ PROFILE
Mun Chong Shing @ Mun Chong Tian
Mun Chong Shing @ Mun Chong Tian, a Malaysian, aged 67, was appointed as an Executive Director of SBC
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 -
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 all the six Board Meetings held during the last financial year.
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10. DIRECTORS’ PROFILE
Dato' Lim Phaik Gan
Dato' Lim Phaik Gan, a Malaysian, aged 84, was appointed as an Independent Non-Executive Director of SBC
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 Audit Committee and 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 ambassador and the Deputy Permanent Representative of Malaysia to the United
Nations and successively 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 all the six Board Meetings held during the last financial year.
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11. DIRECTORS’ PROFILE
Dato’ Dr. Norraesah Bt. Haji Mohamad
Dato’ Dr. Norraesah Bt. Haji Mohamad, a Malaysian, aged 56, was appointed as an Independent Non-Executive
Director of SBC 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 31 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.
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 all the six Board Meetings held during the last financial year.
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12. DIRECTORS’ PROFILE
Dato’ Zainol Abidin Bin Haji A. Hamid
Dato’ Zainol Abidin Bin Haji A. Hamid, a Malaysian, aged 62, was appointed as a Non-Executive Director of SBC
Corporation Berhad ("SBC") on 10 October 2003, representing the interest of Permodalan Nasional Berhad. He is the
Chairman of the Remuneration Committee of SBC. He graduated with LLB (Hons) from the University of London in
1995.
He joined the Kedah State Government in 1966 as a civil servant. From 1973 to 1981, he was the District Officer for
Sik, then Padang Terap and finally Kubang Pasu. He was General Manager and Director of Kedah Cement Sdn Bhd
from 1981 to 1996 and Managing Director of Kedah Cement Marketing Sdn Bhd form 1990 to 1996.
He sits on the Board of Paragon Union Berhad.
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 all the three Board Meetings held during the last financial year since his appointment to the Board of
SBC.
Ahmad Fizal Bin Othman
Ahmad Fizal Bin Othman, a Malaysian, aged 41, was appointed as an Independent Non-Executive Director of SBC
Corporation Berhad ("SBC") on 24 February 2004. He is a member of the Audit Committee and the Nomination
Committee of SBC. He graduated with a Bachelor in Accounting and Finance (Hons) from the Middlesex University,
London.
He is a well-rounded and experienced businessman and involved in a multitude of industries. Currently, he immerses
himself in retail, multimedia and technology.
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 did not attend any Board Meeting during the last financial year as there was no such Meeting held after his
appointment up to 31 March 2004.
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13. corporate structure
as at 10 August 2004
CORPORATE STRUCTURE
INVESTMENT HOLDING
Siah Brothers Land Sdn Bhd 100% •
Siah Brothers Properties Sdn Bhd 100% •
Siah Brothers Industries Sdn Bhd 100% •
PROPERTY DEVELOPMENT
Seri Ampangan Realty Sdn Bhd 100% •
Sinaran Naga Sdn Bhd 100% •
Mixwell (Malaysia) Sdn Bhd 100% •
South-East Best Sdn Bhd 100% •
Gracemart Resources Sdn Bhd 100% •
Sutrati Development Sdn Bhd 100% •
Siah Brothers Development Sdn Bhd 100% •
Tiara Development Sdn Bhd 100% •
SBC Homes Sdn Bhd 100% •
Winsome Ventures Sdn Bhd 100% •
SBC Leisure Sdn Bhd 100% •
SBC Towers Sdn Bhd 100% •
S Brothers Project Management Sdn Bhd
iah 100% •
Ligamas Sdn Bhd 50% •
Sri Berjaya Development Sdn Bhd 33.3% •
CONSTRUCTION
• 100% Syarikat Siah Brothers Trading Sdn Bhd
• 100% Syarikat Siah Brothers Construction Sdn Bhd
• 100% Siah Brothers Enterprise Sdn Bhd
• 100% Lifeplus - Siah Brothers Trading JV Sdn Bhd
PROPERTY INVESTMENT
• 100% Aureate Construction Sdn Bhd
• 22.2% Sri Rawang Properties Sdn Bhd
MANUFACTURING & TRADING
• 40% Paling Industries Sdn Bhd
• 40% Liga Canggih Sdn Bhd
• 51% Masahmura Sdn Bhd
• 51% Masahmura Sales & Service Sdn Bhd
• 50% Varich Industries Sdn Bhd
PLANTATION & NURSERY P
A
• 50% Sam & Lau Plantation Sdn Bhd G
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14. group financial highlights
GROUP FINANCIAL HIGHLIGHTS for the financial year ended 31 March 2004
2004 2003 2002 2001 2000
(Restated)
RM’000 RM’000 RM’000 RM’000 RM’000
RESULTS
Turnover 86,317 69,829 81,645 92,411 114,707
Profit before taxation 6,996 5,149 1,618 1,421 2,555
Profit after taxation but before
minority interest 2,073 011 1,174 2, 1,071 3,729
Profit attributable to shareholders 2,073 2,011 1,174 1,071 3,729
ASSETS EMPLOYED
Property, plant and equipment 36,246 35,813 7,047 7,586 13,090
Investments and other assets 153,703 152,856 141,705 140,323 141,031
Net current assets 73,632 71,634 56,867 58,346 56,393
Goodwill and deferred expenditure 27,318 27,272 10,246 10,246 8,253
290,899 287,575 215,865 216,501 218,767
FINANCED BY
Share capital 82,435 82,435 57,302 57,302 57,302
Share application account - - 115,600 - -
Reserves 135,940 134,682 42,524 43,087 42,832
Irredeemable Convertible
Unsecurred Loan Stocks - - - 115,600 115,600
ABBA Bonds 39,712 37,827 - - -
Deferred liabilities 32,812 32,631 439 512 3,033
290,899 287,575 215,865 216,501 218,767
SELECTED RATIOS
Net earnings per share (sen) 2.4 2.4 1.8 1.6 6.9
Net tangible assets per share (sen) 244 242 393 165 169
Gross dividend (%) 1.0 1.0 - 1.5 1.5
6,996 290,899 218,375
86,317
287,575 217,117
5,149 69,829
2004 2004 2004 2004
215.426
81,645
215,865
2003 2003 2003 2003
1,618
92,411
216,501
2002 2002 2002 2002
100,389
1,421 114,707
P
218,767
2001 2001 2001 2001
A
100,134
G
2,555
E
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2000 2000 2000 2000
Profit Before Taxation Assets Employed Turnover Shareholders’ Fund
(RM’000) (RM’000) (RM’000) (RM’000)

15. statement of directors’ responsibilities
in respect of the preparation of the financial statements
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 2004 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.
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16. executive chairman’s statement
EXECUTIVE CHAIRMAN’S STATEMENT
To our shareholders, customers, employees, partners, suppliers and friends,
ON BEHALF OF THE BOARD OF
DIRECTORS, I AM PLEASED TO
PRESENT THE ANNUAL REPORT
AND AUDITED FINANCIAL
STATEMENTS OF SBC
CORPORATION BERHAD FOR
THE FINANCIAL YEAR ENDED
Kota Damansara, Petaling Jaya
31 MARCH 2004
Financial Review
The Group's revenue rose to RM86.32 million,
which is an increase of 24% compared with
RM69.83 million a year ago. Pre-tax profit
increased 36% to RM7.00 million from RM5.15
million achieved in the corresponding period last
year, largely attributable to the improved
economic environment, completion of projects
ahead of schedule and increased residential sales.
Perkampungan Seri Mahkota Aman, Kuantan
Bandar Utama, Batang Kali
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Taman Suria Pendamar, Klang
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17. EXECUTIVE CHAIRMAN’S STATEMENT
Operations Review
The better performance achieved for the current financial year under review was in a large part supported by strong
return of retail interest in residential housing and incentives given under the Government's stimulus package and
lower interest rates.
The Group will continue to be market-driven and with our activities focused on providing good value for our
residential homeowners, with continual emphasis on our designs and workmanship.
This year saw the handover of Phase 1C, Section 4, Bandar Utama Batang Kali, Selangor and Precinct 4, Block E,
Taman Mastiara, Kuala Lumpur. Meanwhile, works have started in Phase 1D & 1E, Section 4, Bandar Utama Batang
Kali, Selangor; Phase 2, Taman Suria Pendamar, Klang; Phase 5, Perkampungan Seri Mahkota Aman, Kuantan, Pahang
and Signal Hill Park @ The Peak, Kota Kinabalu, Sabah.
Construction revenue continues to drive the Group's business activities. The turnkey construction such as the rapid
completion of Damansara Emas at Kota Damansara is one such contributor. The Group recognizes that the
construction market in Malaysia remains highly competitive at the present moment, and thus continues its policy of
selective tendering.
Against a background of uncertain global environment, the manufacturing associate, Paling Industries Sdn Bhd
achieved significantly higher revenue of RM32.66 million, an increase of 18% over 2003's revenue of RM27.77
million. The increase in turnover was negated by lower margins on account of greater volatility increase in raw
material cost and yet higher productivity and production yield targets were met. This resulted in slightly higher
profits of RM2.78 million in the year in comparison to RM2.29 million in the previous year.
The Group continues with its core business of
assisting institutional clients with "Construct &
Finance Initiative" as well as selectively building up
its list of future development sites (such as its
recently concluded debt settlement, effectively
increasing the Group's land bank by 66.7 acres, at
locations within the Klang Valley/Selangor). Over
the years, the Group has also been widening its
geographical reach with its formula of facilitating
new housing areas, or "SBC Communities", as the
Group would prefer to refer them as. To date, we
have begun at five (5) locations across the nation
such as West Selangor, North Selangor, the capital
city KL, Kota Kinabalu and Kuantan, masterplanned
as sustainable communities.
Taman Mastiara, Kuala Lumpur
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18. EXECUTIVE CHAIRMAN’S STATEMENT
Corporate Development
The Company and its wholly-owned subsidiaries, Syarikat Siah Brothers Construction Sdn Bhd ("SSBC") and Mixwell
(Malaysia) Sdn Bhd ("Mixwell"), had on 16 January 2004 entered into a deed settlement with Smart Home Sdn Bhd
("SHSB") whereby SHSB has agreed to settle the entire indebtedness amounting to RM37,720,372 owing by SHSB to
SSBC and Mixwell collectively. SHSB shall settle in kind by transferring and/or procuring the transfer of six (6) parcels
of land located at Batang Kali, Hulu Yam and Gombak of Selangor; and Setapak and Sungei Besi of Kuala Lumpur.
The Proposed Debt Settlement was approved by the shareholders
of the Company at the Extraordinary General Meeting held on 16
April 2004. The Foreign Investment Committee has also via its
letter dated 6 April 2004 notified that it has no objection to the
Proposed Debt Settlement.
As part of the Group's objective to broaden its identity (as it
currently covers its activity beyond pure building trade), whilst
retaining the anchor brand within its wholly owned building
subsidiary, it has changed the parent/investment holding
company’s name to SBC Corporation Berhad accompanied by an
Signal Hill Park, Kota Kinabalu updated version of its logo.
Boardroom Change
I would like to thank Datuk Sim
Peng Choon (a nominee Director for
Permodalan Nasional Berhad) and
Encik Abdul Rahman Bin A. Shukor
who was appointed as alternate
Director to Datuk Sim Peng Choon,
who have retired and ceased to be
directors from the Board
Perkampungan Seri Mahkota Aman, Kuantan
respectively, for their invaluable
contribution to the development of
the Group during their terms in
office.
I would also like to take this opportunity to
welcome on Board, Dato' Zainol Abidin Bin Haji A.
Hamid and Encik Ahmad Fizal Bin Othman as a
nominee Non-Executive Director for Permodalan
Nasional Berhad and Independent Non-Executive
Director respectively.
Perkampungan Seri Mahkota Aman, Kuantan
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19. EXECUTIVE CHAIRMAN’S STATEMENT
Economic And Business Outlook
The external environment and global economic outlook will continue to be affected by geopolitical and economic
uncertainties. The Malaysian economy is expected to register a moderation in GDP growth of about 6.0% and 6.5%
in 2004-05, driven by higher exports and domestic demand, primarily from private sector, as the Government's
pro-growth fiscal and monetary measures start bearing fruit.
The construction industry meanwhile is expected to grow at a moderate rate of 1.5%. The favourable election results
at the recently concluded general election in Malaysia will also boost business sentiment and optimism. And this
augurs well for the business community on the whole.
With the brighter economic outlook, the prospects for a revitalized property sector are conducive to the Group's
operating and business environment. The Group will keep to its strategy of offering a comprehensive range of
building products from affordable housing to high-end niche projects for house buyers. Nevertheless, the Group
strives to differentiate its products through progressive designs, timely completion, quality finishing and value
pricing. We anticipate our performance to be satisfactory in the coming year.
Dividend
The Board is pleased to recommend a first and final
dividend of 1% per ordinary share less 28% tax for
the financial year ended 31 March 2004. 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 and Acknowledgement
I would like to take this opportunity to thank everyone within the
SBC Group. Your effective execution of SBC corporate strategies
through sheer hard work, commitment and team work in a
demanding and challenging business environment have certainly
contributed much to the success of the Group.
Finally, I would also like to thank our shareholders, customers,
joint venture partners, business associates, bankers and
government authorities for their confidence in the Board and the
management.
Thank you.
P
A
G
Sia Kwee Mow @ Sia Hok Chai
JMN, FFB, FCIOB, FAIB E
17
Executive Chairman
Paling’s Products
10 August 2004

20. penyata pengerusi eksekutif
PENYATA PENGERUSI EKSEKUTIF
Kepada para pemegang saham, pelanggan, kakitangan, rakan kongsi, pembekal
dan rakan-rakan seperjuangan,
SAYA BAGI PIHAK LEMBAGA
PENGARAH DENGAN SUKACITANYA
MEMPERSEMBAHKAN LAPORAN
TAHUNAN DAN PENYATA
KEWANGAN SBC CORPORATION
BERHAD BAGI TAHUN KEWANGAN
BERAKHIR 31 MAC 2004. Kota Damansara, Petaling Jaya
Ulasan Kewangan
Perolehan Kumpulan telah mencapai RM86.32
juta, dengan peningkatan sebanyak 24%
berbanding dengan RM69.83 juta pada tahun
lepas. Keuntungan sebelum cukai meningkat
sebanyak 36% kepada RM7.00 juta berbanding
RM5.15 juta yang telah dicapai pada masa yang
sama tahun lepas, berpunca daripada keadaan
ekonomi yang bertambah baik, penyempurnaan
awal projek sebelum tarikh matang dan juga Perkampungan Seri Mahkota Aman, Kuantan
daripada peningkatan dalam jualan perumahan.
Bandar Utama, Batang Kali
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Taman Suria Pendamar, Klang
18

21. PENYATA PENGERUSI EKSEKUTIF
Ulasan Operasi
Pencapaian prestasi yang lebih baik pada tahun kewangan ini disumbangkan sebahagian besarnya oleh pulangan
faedah runcit yang kukuh hasil daripada skim jualan perumahan dan juga insentif-insentif yang ditawarkan dalam
pakej perangsang Kerajaan berserta kadar faedah yang lebih rendah.
Kumpulan akan terus menumpukan perhatian pada kehendak pasaran, dan memfokuskan kegiatan-kegiatan kami
dengan menghasilkan mutu yang tinggi untuk para pemilik rumah, dengan penumpuan ke atas rekacipta dan kualiti
kerja.
Kumpulan telah berjaya dalam penyempurnaan dan penyerahan Fasa 1C, Seksyen 4, Bandar Utama Batang Kali,
Selangor dan Precinct 4, Blok E, Taman Mastiara, Kuala Lumpur pada tahun ini. Pada masa yang sama, kerja-kerja
juga telah dimulakan di Fasa ID & IE, Seksyen 4, Bandar Utama Batang Kali, Selangor; Fasa 2, Taman Suria Pendamar,
Klang; Fasa 5, Perkampungan Seri Makhota Aman, Kuantan, Pahang dan Signal Hill Park @ The Peak, Kota Kinabalu,
Sabah.
Pendapatan daripada sektor pembinaan adalah pendorong utama bagi aktiviti-aktiviti Kumpulan. Pembinaan
‘turnkey’ seperti penyempurnaan yang cepat dalam projek Damansara Emas di Kota Damansara merupakan satu
penyumbang besar. Kumpulan sedar bahawa saingan yang hebat masih wujud dalam sektor pembinaan di pasaran
Malaysia pada masa ini, maka Kumpulan akan terus berpegang pada polisinya dalam pemilihan tendernya.
Di sebalik keadaan ekonomi global yang tidak stabil, syarikat bersekutu sektor pembuatan kami, Paling Industries Sdn
Bhd, telah mencatatkan perolehan yang lebih tinggi sebanyak RM32.66 juta, iaitu peningkatan sebanyak 18%
berbanding dengan perolehan sebanyak RM27.77 juta pada tahun 2003. Peningkatan dalam perolehan ini
dikurangkan oleh margin yang lebih rendah akibat daripada ketidaktentuan dalam peningkatan kos bahan mentah;
walaubagaimanpun penghasilan produktiviti berjaya dicapai dengan kadar produktiviti yang tinggi. Keadaan ini telah
menyumbangkan keuntungan yang lebih tinggi sebanyak RM2.78 juta pada tahun ini berbanding RM2.29 juta pada
tahun lepas.
Kumpulan akan meneruskan tumpuan ke atas
aktiviti utama perniagaannya dengan membantu
para pelanggan dari institusi yang berkaitan
melalui “Inisiatif Pembinaan dan Kewangan”,
serta menyediakan secara terperinci senarai
kawasan-kawasan untuk pembangunan masa
depan (sebagai contohnya, penyelesaian hutang
yang disempurnakan baru-baru ini telah
membantu menambahkan jumlah keluasan tanah
Kumpulan seluas 66.7 ekar, di lokasi-lokasi dalam
persekitaran Lembah Klang/Selangor). Pada
tahun-tahun kebelakangan ini, Kumpulan juga
telah memperluaskan lingkungan geografikalnya Taman Mastiara, Kuala Lumpur
melalui formula penempatan kawasan perumahan
baru, atau “Komuniti SBC”, sepertimana yang lebih
dikenali oleh Kumpulan. Kini, kami telah
memulakan usaha ini di lima (5) lokasi di seluruh
negara seperti di kawasan Selangor Barat, Selangor
Utara, ibukota Kuala Lumpur, Kota Kinabalu dan
Kuantan, yang mengutamakan rancangan
pembangunan komuniti yang kukuh.
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Signal Hill Park, Kota Kinabalu
19

22. PENYATA PENGERUSI EKSEKUTIF
Perkembangan Korporat
Syarikat ini bersama dengan anak-anak syarikatnya, Syarikat Siah Brothers Construction Sdn Bhd (“SSBC”) dan
Mixwell (Malaysia) Sdn Bhd (“Mixwell”) telah menandatangani perjanjian dengan Smart Home Sdn Bhd (SHSB) pada
16 Januari 2004, di mana SHSB telah berjanji untuk melangsaikan kesemua hutangnya kepada SSBC dan Mixwell
yang berjumlah sebanyak RM37,720,372. Hutang tersebut akan diselesaikan dengan memindahkan dan/atau berjaya
memperolehi pemindahan enam (6) tapak pembinaan yang terletak di Batang Kali, Hulu Yam dan Gombak, Selangor;
serta Setapak dan Sungai Besi di Kuala Lumpur.
Cadangan Penyelesaian Hutang ini telah diluluskan oleh para pemegang saham syarikat di Mesyuarat Agung Luar
Biasa yang diadakan pada 16 April 2004. Jawatankuasa Pelaburan Asing juga telah melalui suratnya yang bertarikh
6 April 2004 menyatakan bahawa ia tidak mempunyai bantahan terhadap Cadangan Penyelesaian Hutang tersebut.
Sebagai sebahagian daripada objektif Kumpulan untuk memperkembangkan identitinya, (memandangkan aktiviti
Kumpulan kini telah menjangkaui perniagaan sektor pembinaan), dan pada masa yang sama telah mengekalkan
jenama utamanya di kalangan anak-anak syarikat dalam sektor ini, maka Kumpulan telah mengubah nama syarikat
induk/syarikat pelaburan kepada SBC Corporation Berhad bersampingan dengan versi logo yang terbaru.
Perubahan Lembaga Pengarah
Saya ingin merakamkan penghargaan ikhlas dan terima
kasih kepada Datuk Sim Peng Choon (Pengarah nomini
bagi Permodalan Nasional Berhad) dan Encik Abdul
Rahman Bin A. Shukor yang telah dipilih sebagai Pengarah
alternate kepada Datuk Sim Peng Choon, yang telah
bersara dan berhenti sebagai ahli Lembaga Pengarah
masing-masing, atas sumbangan mereka yang tidak Perkampungan Seri Mahkota Aman, Kuantan
terhingga terhadap kejayaan Kumpulan sepanjang
perkhidmatan mereka.
Saya juga ingin mengambil kesempatan ini untuk
mengalu-alukan kehadiran Dato’ Zainol Abidin Bin Haji A.
Hamid, selaku Pengarah Bukan Eksekutif untuk
Permodalan Nasional Berhad, dan Encik Ahmad Fizal Bin
Othman sebagai Pengarah Bebas Bukan Eksekutif
Kumpulan ini.
Tinjauan Ekonomi Dan Perniagaan Perkampungan Seri Mahkota Aman, Kuantan
Persekitaran luaran dan ekonomi global akan terus dipengaruhi oleh keadaan geopolitik dan ekonomi yang tidak
stabil. Ekonomi Malaysia dianggarkan akan mencatat Keluaran Dalam Negeri Kasar yang sederhana iaitu 6.0%
hingga 6.5% dalam tahun 2004-05, yang berpunca daripada kenaikan eksport dan peningkatan permintaan dalaman,
terutamanya daripada sektor swasta, sementara tindakan pro-pembangunan fiskal dan perangkaan kewangan oleh
pihak kerajaan telah menunjukkan hasilnya.
Industri pembinaan pula dijangka akan meningkat pada kadar 1.5%. Keputusan yang disambut baik dalam
pilihanraya umum yang diadakan baru-baru ini telah memberi kesan positif serta menaikkan lagi sentimen
perniagaan. Keadaan ini mendatangkan kesan yang baik kepada keseluruhan komuniti perniagaan.
P
A
Dengan tinjauan ekonomi yang lebih ceria, prospek untuk sektor pembinaan yang lebih cerah adalah sehaluan
G
dengan keadaan operasi dan perniagaan Kumpulan. Kumpulan akan terus menuruti strateginya untuk menawarkan
E produk-produk pembinaan yang komprehensif daripada perumahan yang mampu dimiliki semua ke projek-projek
20
bertaraf tinggi untuk para pembeli rumah. Namun demikian, Kumpulan akan terus berusaha sedaya upaya
membezakan hasil keluarannya daripada yang lain dari segi rekabentuk, penyempurnaan dalam masa yang
ditetapkan, kemasan bermutu berserta harga yang kompetitif. Kami mengharapkan pencapaian yang memuaskan
dalam tahun akan datang.

23. PENYATA PENGERUSI EKSEKUTIF
Dividen
Lembaga Pengarah telah mencadangkan
pembayaran dividen tahunan sebanyak 1%
sesaham tolak cukai 28% untuk tahun
kewangan berakhir 31 Mac 2004. Pembayaran
untuk dividen ini akan diumumkan tertakluk
kepada persetujuan para pemegang saham
pada Mesyuarat Agung Tahunan akan datang.
Penghargaan
Saya ingin mengambil kesempatan ini untuk
mengucapkan ribuan terima kasih kepada para
tenaga pekerja di Kumpulan SBC. Kegigihan
anda dalam melaksanakan strategi korporat
SBC melalui usaha yang tidak berbelah bahagi,
komitmen serta kebolehan bekerja secara
kumpulan dalam situasi perniagaan yang
penuh dengan cabaran telah menyumbangkan
kejayaan yang tinggi kepada Kumpulan ini.
Akhirnya, saya juga ingin menyatakan
penghargaan kami kepada para pemegang
saham, para pelanggan, rakan-rakan
perkongsian, rakan-rakan perniagaan, ahli-ahli
bank dan pihak kerajaan atas kepercayaan dan
sokongan mereka terhadap pihak Lembaga dan
pengurusan.
Sekian, terima kasih.
Sia Kwee Mow @ Sia Hok Chai
JMN, FFB, FCIOB, FAIB
Pengarah Eksekutif
10 Ogos 2004
Produk-produk Keluaran Paling
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24. statement of corporate governance
STATEMENT OF CORPORATE GOVERNANCE as at 8 August 2004
The Board of Directors of SBC Corporation Berhad remains firmly committed towards ensuring the highest standard
of corporate governance is maintained throughout the Company and its subsidiaries (“the Group”). Hence, the Board
is fully dedicated to continuously evaluating the Group’s corporate governance practices and procedures with a view
to ensure the principles and best practices in corporate governance as promulgated by the Malaysian Code on
Corporate Governance (“the Code”) is applied and adhered to in the best interests of the stakeholders.
This disclosure statement sets out the manner in which the Group has applied and complied with the Principles of
the Code and the extent of compliance with Best Practices as set out in Part 1 and 2 of the Code.
BOARD OF DIRECTORS
Composition and Balance
As at the date of this statement, the Board consists of 7 members, comprising 3 independent non-executive
Directors, 2 non-executive Directors and 2 executive Directors which satisfies Bursa Malaysia Securities Berhad
(“Bursa Securities”) Listing Requirements of having at least 2 Directors or 1/3 of the Board whichever is higher, who
are independent Directors.
The Group is led by an experienced Board. The Directors are from diverse backgrounds and have a wide range of skills
and experience relevant to managing and directing 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 objective and independent judgement
to the decision making of the Board and as such, provide an effective check and balance to the Board’s decision
making process.
The Board is satisfied that the current Board composition fairly reflects the investment of minority shareholders in
the Company and represents the needed 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
process.
The profiles of the members of the Board are set out in this Annual Report under the section named Profile of the
Directors.
Duties and Responsibilities
The Board recognises its key role in charting the strategic direction, development and control of the Group and has
adopted the specific responsibilities that are listed in the Code, which facilitates the discharge of the Board’s
stewardship responsibilities.
The roles of the Chairman and Managing Director 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.
Dato’ Lim Phaik Gan is the senior independent non-executive director to whom concerns may be conveyed.
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25. STATEMENT OF CORPORATE GOVERNANCE
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 2004, the Board met 6 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 below.
Name of Director Designation No. of meetings attended
Sia Kwee Mow @ Sia Hok Chai Executive Chairman 6
Sia Teong Heng Managing Director 5
Mun Chong Shing @ Mun Chong Tian Non-Executive Director 6
Dato’ Lim Phaik Gan Independent Non-Executive Director 6
Dato’ Dr. Norraesah Bt. Haji Mohamad Independent Non-Executive Director 6
Dato’ Zainol Abidin Bin Haji A. Hamid Non-Executive Director 3
(appointed on 10 October 2003)
Ahmad Fizal Bin Othman Independent Non-Executive Director Not Applicable
(appointed on 24 February 2004)
Datuk Sim Peng Choon Non-Executive Director 1
(resigned on 19 August 2003)
Abdul Rahman Bin A. Shukor Non-Executive Director Nil
(ceased on 19 August 2003)
(alternate to Datuk Sim Peng Choon)
Vincent Koh Kok Kee Independent Non-Executive Director 1
(resigned on 31 May 2003)
The Board members have unrestricted and timely access to all information necessary for the discharge of their
responsibilities. All Directors are provided with all relevant information and reports on financial, operational,
corporate, regulatory, business development by way of Board papers or upon specific request for informed decision
making and effective discharge of their duties. These documents are comprehensive and include qualitative and
quantitative information to enable the Board members to make informed decisions. Notice of Board Meetings and
board papers are provided to directors in advance so that meaningful deliberation and sound decisions can be made
at Board meetings. All proceedings of the Board meetings are minuted by the Company Secretary.
There is a formal schedule of matters reserved specifically for Board’s decision, 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.
Re-election and Re-appointment of Directors
In accordance with the Company’s Articles of Association, one third of the Directors shall retire by rotation from
office and be eligible for re-election at the annual general meeting and all Directors appointed by the Board are
subject to re-election by shareholders at the first opportunity after their appointment. 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.
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26. STATEMENT OF CORPORATE GOVERNANCE
BOARD OF DIRECTORS (CONT’D)
Directors’ Training
All members of the Board have attended the Mandatory Accrediation Programme (MAP). The Board will ensure that
all its members continue to attend training programmes and seminars to keep abreast with the relevant
developments on a continuous basis in compliance with the Bursa Securities Practice Note No. 15/2003.
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
The Board has delegated certain of its responsibilities to three committees. These are the Audit, the Nomination and
the Remuneration Committees. All Board committees are provided with written terms of reference.
AUDIT COMMITTEE
The report of the Audit Committee is set out on pages 32 to 36 of this annual report.
NOMINATION COMMITTEE (“NC”)
The members of the NC at the date of this report and their attendance at the meetings held during the financial year
ended 31 March 2004 are as follows:
No. of meetings
held during the No. of
financial year ended meetings
31 March 2004 attended
Dato’ Lim Phaik Gan - Chairperson (Independent Non-Executive Director) 2 2
Dato’ Dr Norraesah Bt Haji Mohamad (Independent Non-Executive Director) 2 2
Mun Chong Shing @ Mun Chong Tian (Non-Executive Director) 2 2
Ahmad Fizal Bin Othman (Independent Non-Executive Director) 2 Not Applicable
(appointed on 24 February 2004)
Vincent Koh Kok Kee (Independent Non-Executive Director) 2 1
(resigned on 31 May 2003)
The terms of reference of the NC are as follows:
(a) Membership
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist
exclusively of Non-Executive Directors, with a minimum of 3, a majority of whom are independent.
The members of the Committee shall elect the Chairman from among their number who shall be an
Independent Director.
P In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly or
A a majority of whom must be Independent Directors.
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(b) Frequency of meetings
24
Meetings shall be held not less than once a year. The Company Secretary shall be the Secretary of the
Committee.

27. STATEMENT OF CORPORATE GOVERNANCE
NOMINATION COMMITTEE (“NC”) (CONT’D)
(c) Authority
The Committee is to recommend new nominees for the Board and the board committees and to assess Directors
on an on-going basis. The actual decision as to who shall be nominated should be the responsibility of the full
Board after considering the recommendations of the Committee.
(d) Duties
The duties of the Committee shall be:
(i) to recommend to the Board, candidates for all directorships and in doing so, preference shall be given to
shareholders or existing Board members and candidates proposed by the Chief Executive Officer and,
within the bounds of practicability, by any other senior executive or any director or shareholder may also
be considered.
(ii) to recommend to the Board, Directors to fill the seats on board committees.
(iii) to review annually, on behalf of the Board, the required mix of skills, experience and other qualities,
including core competencies, which Non-Executive Directors should bring to the Board.
(iv) to carry out annually, on behalf of the Board, the assessment of the effectiveness of the Board as a whole,
the board committees and the contribution of each Director.
(e) Reporting procedures
The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
At the meetings of the NC during the financial year ended 31 March 2004, the Chairperson was elected from
amongst its members and the following matters were considered and resolved:
(a) re-appointment and re-election of Directors at the Annual General Meeting;
(b) mix of skills, experience and qualities of all Directors;
(c) the effectiveness of the Board and the contribution from each Board member; and
(d) nominees for appointment to the Board and board committees
REMUNERATION COMMITTEE (“RC”)
The members of the RC at the date of this report and their attendance at the meetings convened during the financial
year ended 31 March 2004 are as follows:
No. of meetings
held during the No. of
financial year ended meetings
31 March 2004 attended
Dato’ Zainol Abidin Bin Haji A. Hamid (Non-Executive Director) 1 Not Applicable
(appointed on 24 February 2004 and
was elected Chairman on 27 May 2004)
Dato’ Dr Norraesah Bt Haji Mohamad (Independent Non-Executive Director) 1 1 P
Dato’ Lim Phaik Gan (Independent Non-Executive Director) 1 1 A
Datuk Sim Peng Choon (Non-Executive Director) 1 Not Applicable G
E
(resigned on 19 August 2003)
Sia Teong Heng (Managing Director) 1 1 25

28. STATEMENT OF CORPORATE GOVERNANCE
REMUNERATION COMMITTEE (“RC”) (CONT’D)
The terms of reference of the RC are as follows:
(a) Membership
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist
of at least 3 directors, wholly or a majority of whom are Non-Executive Directors.
The members of the Committee shall elect the Chairman from among their number who shall be a
Non-Executive Director.
In order to form a quorum in respect of a meeting of the Committee, the members present must be wholly or
a majority of whom must be Non-Executive Directors.
(b) Frequency of meetings
Meetings shall be held not less than once a year. The Company Secretary shall be the Secretary of the
Committee.
(c) Authority
The Committee is authorized to draw from outside advice as and when necessary in forming its
recommendation to the Board on the remuneration of the Executive Directors in all its forms. Executive
Directors should play no part in decisions on their own remuneration and should abstain from discussion of
their own remuneration.
The determination of the remuneration packages of the Non-Executive Directors, including Non-Executive
Chairman, should be a matter for the Board as a whole. The individuals concerned should abstain from
discussion of their own remuneration.
(d) Duties
The duty of the Committee is to recommend to the Board the structure and level of remuneration of Executive
Directors.
(e) Reporting procedures
The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
During the financial year ended 31 March 2004, the RC met once to consider the remuneration of the Executive
Chairman and Managing Director for 2004.
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29. STATEMENT OF CORPORATE GOVERNANCE
DIRECTORS’ REMUNERATION
The details of the remuneration of each Director during the financial year ended 31 March 2004 are as follows:
(a) Total Remuneration
Basic Benefits- Attendance
Salary Bonuses Fees in-kind Fee Total
RM RM RM RM RM RM
Executive
Sia Kwee Mow @ Sia Hok Chai 443,520 - - 16,925 - 460,445
Sia Teong Heng 336,000 - - - 336,000
Non Executive
Mun Chong Shing @ Mun Chong Tian - - 12,000 - 2,400 14,400
Dato’ Lim Phaik Gan - - 12,000 - 3,600 15,600
Dato’ Dr. Norraesah Bt. Haji Mohamad - - 13,000 - 3,900 16,900
Dato’ Zainol Abidin Bin Haji A. Hamid - - 6,000 - 600 6,600
(appointed on 10 October 2003)
Ahmad Fizal Bin Othman - - 2,000 - - 2,000
(appointed on 24 February 2004)
Datuk Sim Peng Choon - - 5,000 - 600 5,600
(resigned on 19 August 2003)
Abdul Rahman Bin A. Shukor - - - - - -
(ceased on 19 August 2003)
(alternate to Datuk Sim Peng Choon)
Vincent Koh Kok Kee - - 2,000 - 900 2,900
(resigned on 31 May 2003)
Total 779,520 - 52,000 16,925 12,000 860,445
(b) Directors’ remuneration by bands
Executive Non-Executive Total
Nil - - -
RM1 to RM50,000 - 7 7
RM50,001 to RM100,000 - - -
RM100,001 to RM150,000 - - -
RM150,001 to RM200,000 - - -
RM200,001 to RM250,000 - - -
RM250,001 to RM300,000 - - -
RM300,001 to RM350,000 1 - 1
RM350,001 to RM400,000 - - -
RM400,001 to RM450,000 - - -
RM451,000 to RM500,000 1 - 1
Total 2 7 9
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