The Directors are accountable to shareholders for the business and affairs of the Company. The Directors support high standard of corporate behaviour and accountability. Set out herewith is the manner in which the Board has applied the Principles ("the Principles") and Best Practices ("the Best Practices") of the Malaysian Code on Corporate Governance ("the Code").

A. BOARD OF DIRECTORS

(i) The Board

The Board consists of persons of various professional fields and businesses with different commercial experience. The information of all the Directors is set out in the Profile of Directors.

The Board has six Directors, four of whom are Independent Non-Executive Directors. The Independent Non-Executive Directors are independent of management, and are free from any business which could interfere with their independent judgment and their ability to act in the Group's best interest.

The Board has nominated Mr. Ooi Chee Seng, a senior Independent Non-Executive Director, to whom any concern may be conveyed.

(ii) Board Responsibilities

The Board is responsible for the following:

  • Reviewing and adopting a strategic plan for the Group.

  • Overseeing the conduct of the Company's business to evaluate whether the business is being properly managed.

  • Identifying principal risks 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 role of Chairman and the Managing Director are distinct and separate; the chairman being the non-executive, is not involved in the management and day to day operations of the Company.

(iii) Appointments of the Board Members and Re-election

The Board has appointed a Nomination Committee ("NC") comprising three Independent Non-Executive Directors.

The members of the NC are:-

  • Kamaruddin bin Md Derom (Chairman, Independent Non-Executive Director)
  • Ahmad Khairuddin bin Ilias (Independent Non-Executive Director)
  • Ooi Chee Seng (Independent Non-Executive Director)

The NC's function, amongst others, is to recommend to the Board candidates for all directorships to be filled. In addition, the Committee reviews the profile of the required skills of each individual Director and assesses the effectiveness of the Board as a whole. This is to ensure that the Board has an appropriate balance of expertise and abilities.

One-third of the Board members are required to retire at every Annual General Meeting (AGM) and be subject to re-election by shareholders. Newly appointed directors shall hold office until the next following AGM and shall then be eligible for re-election by shareholders. Directors who are appointed in a financial year shall hold office until the following AGM and shall then be eligible for re-election by shareholders. All Directors, including the Managing Director shall retire from office al least once in every three years but shall be eligible for re-election

(iv) Board Meeting and Supply of Information

The Board held five meetings during the financial year to control and monitor the development of the Group. The agenda for each Board meeting is circulated to all the Directors for their perusal well in advance of the Board meeting date. The directors are given sufficient time to enable them to obtain further explanations, where necessary, in order to be briefed properly before the meeting.

Further, all Directors have access to all information within the Company and the advice and services of the Company Secretaries. This is augmented by regular informal dialogue between Independent Directors and management on matters pertaining to the state of the Group’s affair. Where necessary, the Directors may engage independent professionals to discharge their duties at the Company's s expense, provided that the Director concerned seek the Board's prior consent has been obtained before incurring such expense.

(v) Directors' Training

All directors have completed the Mandatory Accreditation Programme pursuant to the Listing Requirements of Bursa Malaysia. The Directors are encouraged to attend training programmes and seminars to keep abreast with current issues and new statutory and regulatory requirements.

The training programmes, seminars and briefings atended by the members of the Board during the financial year inlude the following:

  • Ahmad Khairuddin bin Ilias
    • Capitalising on Latest Tax Updates and Developments organised by the Malaysian Institute of Accountants on 29 March 2011

  • Tan kok
    • Company's Regulatory Updates for Directors & Executives organized by the Malaysian Institure od Accountants on 22 March 2011

  • Kamaruddin bin Md Derom
    • Updates on Company Laws and Practices organized by the Malaysin Institute of Accountants on 7 March 2011

  • Ooi Chee Seng
    • Capitalising on Latest Tax Updates and Developments organised by the Malaysian Institute of Accountants on 29 March 2011

  • Lim Hooi Tin
    • Financial Reporting Standards Impact on Company Tax organized by the Malaysian Institute of Accountants on 17 March 2011

  • Tan Soh Yee
    • Financial Instruments: FRS 139, FRS 132, FRS 7 & 1, FRS 9 organised by the Malaysian Institute of Accountants on 30 September and 1 October 2011

B. BOARD COMMITEES

The Board has set up a several Board Committees with clear terms of reference and specific authorities delegated by the Board.

Board Committees

Audit Committee ("AC")
The terms of reference of the AC are set out under the AC report. The AC meets at least four times a year.
     
Remuneration Committee ("RC")
The responsibilities of the RC are set out on this Statement on Corporate Governance. The RC meets whenever necessary.

Nomination Committee ("NC")
The responsibilities of NC are set out in this Statement on Corporate Governance. The NC meets whenever necessary.

ESOS Committee ("EC")
The EC is responsible for the administration of the Company’s ESOS in accordance with its approved By-Laws. The EC comprises the Managing Director, an Executive Director and three management staff. The EC meets whenever necessary.

C. DIRECTOR'S REMUNERATION

The Board has appointed the RC comprising two Independent Non-Executive Directors and the Managing Directors. The members of the RC are:-

  • Tan Kok (Chairman, Managing Director)
  • Ooi Chee Seng (Independent Non-Executive Director)
  • Kamaruddin bin Md Derom (Independent Non-Executive Director)
The RC reviews and recommends to the Board the remuneration of the Executive Directors. The respective Director would abstain from participating in decisions regarding his/her own remuneration package. The remuneration of Executive Director is linked to corporate and individual performance.

The details of the remuneration of Directors for the financial year ended 31 March 2011 are disclosed in Note 7(b) of the Financial Statements.

D. ACCOUNTABILITY AND AUDIT

(i) Financial Reporting

Directors' Responsibility Statement in respect of Audited Financial Statements pursuant to Paragraph 15.26 (a) of the Listing Requirements.

The Board of Directors is responsible for preparing financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company as at the end of the financial year and the results and cash flows of the Group and of the Company for the year ended. The Board of Directors is also responsible in ensuring that the financial statements of the Group and the Company are drawn up in accordance with applicable approved accounting standards in Malaysia, consistently applied and supported by reasonable and prudent judgments and estimates.

In presenting the annual financial statements and quarterly announcements of its results, the Board has ensured that the financial statements present a fair assessment of the Group's position and prospects.

(ii) Internal Control

The information on the Group's internal control is presented in the Statement on Internal Control in the Annual Report.

(iii) Relationship with Auditors

The Company has always maintained a transparent relationship with both the internal and external auditors in seeking professional advice and towards ensuring compliance with the accounting standards in Malaysia.

E. RELATIONSHIP WITH SHAREHOLDERS

The annual report and the quarterly announcements are the primary modes of communication to report on the Group’s business activities and financial performance.

The AGM is the main forum where dialogue with shareholders can be effectively conducted. Shareholders are notified of the meeting with a copy of the Company's Annual Report sent to the shareholders at least 21 days before the meeting. At each AGM, shareholders are given ample of time and opportunity to ask for more information, without limiting the type of queries asked. During the meeting, the Board is prepared to provide responses to queries and to receive feedback from the shareholders. The external auditors are also present to provide their professional and independent clarification on issues of concern raised by the shareholders, if any.

In addition, the Group maintains a website at "http://www.ltkm.com.my" which shareholders or other stakeholders can access for information. All information released to Bursa Malaysia Securities Berhad is posted on the website. Alternatively, the Groups' latest announcements can be obtaied via the Bursa Malaysia website maintained at "http://www.bursamalaysia.com"


F. OTHER INFORMATION

(i) Material Contracts

There were no material contracts entered into by the Company and its subsidiaries involving Directors' and substantial shareholders' interest which were still subsisting at the end of the financial year or entered into since the end of the previous financial year.

(ii) Sanctions And/Or Penalties

There were no sanctions and/or penalties imposed on the Group, Directors' or management by the relevant regulatory bodies.

(iii) Revaluation Policy Of Landed Properties

The revaluation policy adopted by the Group during the financial year under review are disclosed in Note 2.2(g) to the Financial Statements on page 43 of the Annual Report.

(iv) American Depository Receipt ("ADR") OR Global Depository Receipt ("GDR") Programme

During the financial year under review, the Company did not sponsor any ADR or GDR programme.

(v) Profit Guarantee

There was no profit guarantee given by the Company during the financial year under review.

(vi) Options Or Convertible Securities

No options or convertible securities were issued duting the financial year under review.

(vii) Non-Audit Fees Paid To External Auditors

There were no non-audit fees paid or payable to the external auditors and/or their affiliated companies during the financial year under review.

(viii) Recurrent Related Party Transactions

the details of the transaction with related parties undertaken by the Group during the financial year under review are disclosed in Note 28 to the Financial Statements on page 91 of the Annual Report.

(ix) Share Buy-Back

There was no buy-back carried out by the Company during the financial year under review.

(x) Variation Of Results

There was no material variance between the results for the financial year ended 31 March 2011 with the unaudited results previously announced by the Company.