[ As at 27 January 2015 ] Contents of annual report
(Rule 9.25) |
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| (1) | The address, telephone and facsimile numbers of the registered office. |
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| (2) | The address, telephone and facsimile numbers of each office at which a register of securities is kept. |
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| (3) | The particulars of each director in the listed corporation including the following information: |
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| | (a) | the name, age, nationality, qualification and whether the position is an executive or non-executive one and whether such director is an independent director; |
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| | (b) | working experience and occupation; |
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| | (c) | the date he was first appointed to the board; |
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| | (d) | the details of any board committee to which he belongs; |
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| | (e) | any directorship of public companies; |
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| | (f) | any family relationship with any director and/or major shareholder of the listed corporation; FAQ 9.37 |
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| | (g) | any conflict of interests that he has with the listed corporation; FAQ 9.38 |
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| | (h) | the list of convictions for offences within the past 10 years other than traffic offences, if any; and FAQ 9.43 |
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| | (i) | the number of board meetings attended in the financial year. |
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| (4) | Name of the chief executive and where the chief executive is not a director, the following particulars: |
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| | (a) | the name, age, nationality and qualification; |
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| | (b) | working experience; |
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| | (c) | the date he was first appointed to the listed corporation; |
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| | (d) | the details of any interest in the securities of the listed corporation or its subsidiaries; |
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| | (e) | any directorship of public companies; |
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| | (f) | any family relationship with any director and/or major shareholder of the listed corporation; |
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| | (g) | any conflict of interests that he has with the listed corporation; and |
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| | (h) | the list of convictions for offences within the past 10 years other than traffic offences, if any. |
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| (5) | The name of the company secretary. |
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| (6) | The name, address and telephone number of the Sponsor of the listed corporation. |
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| (7) | The audit committee report in respect of the financial year required under Rule 15.15. |
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| (7A) | A statement on the activities of the nominating committee in the discharge of its duties for the financial year required under Rule 15.08A(3). FAQ 15.20, FAQ 15.21 |
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| (8) | The Chairman's statement which represents the collective view of the board of directors setting out a balanced summary which includes the following: |
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| | (a) | a brief description of the industry trend and development; |
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| | (b) | a discussion and analysis of the group's performance during the year and the material factors underlying its results and financial position. It should emphasise trends and identify significant events or transactions during the year under review; and |
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| | (c) | the prospects of the listed corporation. |
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| (9) | A statement relating to corporate governance in respect of the financial year required under Rule 15.25. FAQ 15.30, FAQ 15.31, FAQ 15.32, FAQ 15.33, FAQ 15.34 |
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| (10) | A responsibility statement in respect of the annual audited financial statements required under Rule 15.26(a). |
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| (11) | A statement on internal control in respect of the financial year required under Rule 15.26(b). FAQ 15.35 |
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| (12) | The remuneration of directors of the listed corporation for the financial year and in the following manner: FAQ 9.39 |
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| | (a) | the aggregate remuneration of directors with categorisation into appropriate components (e.g. directors' fees, salaries, percentages, bonuses, commission, compensation for loss of office, benefits in kind based on an estimated money value) distinguishing between executive and non-executive directors; and |
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| | (b) | the number of directors whose remuneration falls in each successive band of RM50,000 distinguishing between executive and non-executive directors. |
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| (13) | The total number of board meetings held during the financial year. |
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| (14) | Where applicable, a brief explanation of the status of utilisation of proceeds raised from any corporate proposal. |
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| (15) | The information required under Rule 12.23 in respect of share buy-backs for the financial year. |
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| (16) | The amount of options or convertible securities issued by the listed corporation which are exercised during the financial year. |
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| (17) | A brief explanation on the depository receipt programme sponsored by the listed corporation, including the following: |
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| | (a) | the number and names of the custodians holding the securities for which the depository receipts are issued; |
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| | (b) | the total number and percentage of the securities for which the depository receipts are issued against its issued and paid-up capital and a breakdown of the same in respect of the securities held by each custodian; |
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| | (c) | the name of the depository bank; and |
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| | (d) | the stock market in which the depository receipts are traded (if applicable). |
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| (18) | Particulars of all sanctions or penalties imposed on the listed corporation and its subsidiaries, directors or management by the relevant regulatory bodies. FAQ 9.40 |
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| (19) | The amount of non-audit fees incurred for services rendered to the listed corporation or its subsidiaries for the financial year by the listed corporation's auditors, or a firm or corporation affiliated to the auditors' firm. FAQ 9.41, FAQ 9.42 |
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| (20) | Where the results for the financial year differ by 10% or more from any profit estimate, forecast or projection or unaudited results previously made or released by the listed corporation for that period, an explanation of the difference and a reconciliation of the difference. |
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| (21) | Any shortfall in the profit guarantee received by the listed corporation in the financial year as compared with the profit guarantee (if any) and steps taken to recover the shortfall. |
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| (22) | Particulars of material contracts of the listed corporation and its subsidiaries, involving directors' and major shareholders' interests, either still subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year, providing the following particulars in respect of each such contract: |
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| | (a) | the date; |
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| | (b) | the parties; |
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| | (c) | the general nature; |
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| | (d) | the consideration passing to or from the listed corporation or any other corporation in the group; |
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| | (e) | the mode of satisfaction of the consideration; and |
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| | (f) | the relationship between the director or major shareholder and the contracting party (if the director or major shareholder is not the contracting party). |
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| | If no such material contract has been entered into, a statement to that effect. |
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| (23) | Where the above contract relates to a loan, the following particulars in respect of each loan: |
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| | (a) | the names of the lender and the borrower; |
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| | (b) | the relationship between the borrower and the director or major shareholder (if the director or the major shareholder is not the borrower); |
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| | (c) | the purpose of the loan; |
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| | (d) | the amount of the loan; |
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| | (e) | the interest rate; |
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| | (f) | the terms as to payment of interest and repayment of principal; and |
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| | (g) | the security provided. |
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| (24) | A statement indicating the date of such statement and setting out - |
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| | (a) | the names of the substantial shareholders (excluding bare trustees) and their direct and deemed interests stating the number and percentage of shares in which they have an interest as shown in the register of substantial shareholders of the listed corporation; |
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| | (b) | a statement showing the direct and deemed interests of each director (including number and percentage) in the listed corporation, or in a related corporation, appearing in the register maintained under section 134 of the Companies Act 1965; |
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| | (c) | the number of holders of each class of equity securities and any convertible securities and the voting rights attaching to each class; |
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| | (d) | a distribution schedule of each class of equity securities and any convertible securities setting out the number of holders and percentage in the following categories: |
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| | (e) | the names of the 30 securities account holders having the largest number of securities from each class of equity securities and convertible securities according to the Record of Depositors (without aggregating the securities from different securities accounts belonging to the same person) and the number and percentage of equity securities and convertible securities of each class held. In the case of securities account holders which are authorised nominees as defined under the Securities Industry (Central Depositories) Act 1991, information in the account qualifier field of the securities account must also be stated. |
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| (25) | [Deleted]. |
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| (26) | Particulars of each property of the listed corporation or its subsidiaries which net book value is 5% or more of the consolidated total assets of the listed corporation as at the end of the financial year ("material properties"). In the event the number of the material properties is less than 10, particulars of the top 10 properties in terms of highest net book value (inclusive of the material properties) as at the end of the financial year. Particulars of such properties to be set out are as follows: |
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| | (a) | the address of each property; |
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| | (b) | in respect of each property: |