ANNUAL REPORT 2016 A R K R E S O U R C E S B E R H A D ( 3 9 3 3 www.ark-resources.com.my 42 - X ) A N N U A L R E P O R T 2 0 1 6 ARK RESOURCES BERHAD (393342-X) CONTENTS 02 Notice of Annual General Meeting 04 Statement Accompanying Notice of the Twenty-First Annual General Meeting 05 Corporate Information 06 Corporate Structure 07 Profile of Board of Directors 11 Profile of Key Senior Management 12 Audit Committee Report 15 Statement on Risk Management and Internal Control 19 Statement on Corporate Governance 28 Corporate Social Responsibility 29 Additional Compliance Information 31 Management Discussion and Analysis 33 Analysis of Shareholdings 36 Analysis of Warrant Holdings 39 Financial Statements Form of Proxy 2 ARK RESOURCES BERHAD (393342-X) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Twenty-First Annual General Meeting of ARK RESOURCES BERHAD will be held at the Royal Commonwealth Society, No. 4, Jalan Birah, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan on Thursday, 25 May 2017 at 10.00 a.m. to consider the following business:- As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 31 December 2016 Please see together with the Reports of the Directors and the Auditors thereon. Explanatory Note 1 2. To re-elect the following Directors who are retiring under Article 83 of the Company’s Articles of Association (i) YBhg Dato’ Rosthman bin Ibrahim Resolution 1 (ii) Encik Rashidi Aly bin Abdul Rais Resolution 2 3. To re-elect Tuan Hj. Liakat Ali Bin Mohamed Ali who is retiring under Article 90 of the Resolution 3 Company's Articles of Association. 4. To re-appoint Messrs. UHY as Auditors of the Company for the ensuing year and to Resolution 4 authorise the Directors to fix their remuneration. As Special Business 5. To consider and, if thought fit, pass, with or without modifications, the following Ordinary Resolutions:- ORDINARY RESOLUTION 1 Authority to Allot Shares pursuant to Section 75 of the Companies Act, 2016 Resolution 5 “THAT pursuant to Section 75 of the Companies Act, 2016 and subject always to the approval of the relevant authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad and that such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next Annual General Meeting of the Company in accordance with Section 76 of the Companies Act, 2016.” ORDINARY RESOLUTION 2 Continuing in Office as Independent Non-Executive Director Resolution 6 “THAT authority be and is hereby given to YBhg Dato’ Rosthman Bin Ibrahim who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years to continue to act as an Independent Non-Executive Director of the Company”. ORDINARY RESOLUTION 3 Continuing in Office as Independent Non-Executive Director Resolution 7 “THAT authority be and is hereby given to AR Gary Wong Wai Choong who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years to continue to act as an Independent Non-Executive Director of the Company”. ANNUAL REPORT 2016 3 NOTICE OF ANNUAL GENERAL MEETING Cont'd 6. To transact any other business of which due notice shall have been given. By Order of the Board Cynthia Gloria Louis (MAICSA 7008306) Chew Mei Ling (MAICSA 7019175) Company Secretaries Kuala Lumpur 28 April 2017 Notes: Appointment of Proxy 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote in his stead. A member can appoint any person as his proxy. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 2. Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. The appointment of two or more proxies in respect of each securities account shall be invalid unless the authorised nominee specifies the proportion of its shareholding to be represented by each proxy. 3. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. The appointment of two or more proxies in respect of each Omnibus Account shall be invalid unless the exempt authorised nominee specifies the proportion of its shareholding to be represented by each proxy. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or if the appointer is a corporation, under the Common Seal or the hand of the attorney or an officer of the Corporation so authorised. 5. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Suite 3A.02, Level 3A, Wisma E&C, No. 2, Lorong Dungun Kiri, Damansara Heights, 50490 Kuala Lumpur not less than forty eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. Members Entitled to Attend 6. For purposes of determining a member who shall be entitled to attend the Annual General Meeting, the Company shall be requesting Bursa Depository, in accordance with Article 59(3) of the Company’s Articles of Association and Section 34(1) of the Central Depositories Act, to issue a General Meeting Record of Depositors as at 19 May 2017. Only a depositor whose name appears on the General Meeting Record of Depositors as at 19 May 2017 shall be entitled to attend, speak and vote at the said meeting or appoint a proxy(ies) on his/her behalf. Explanatory Notes:- 1. Audited Financial Statements This Agenda is meant for discussion only as the provisions of Section 340(1) of the Companies Act, 2016 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence this Agenda is not put forward for voting. 2. Authority to allot shares under Section 75 (Resolution 5) The proposed Ordinary Resolution, if passed, will give a renewed mandate to the Directors of the Company, from the date of the forthcoming Annual General Meeting (AGM), to allot and issue ordinary shares from the unissued capital of the Company pursuant to Section 75 of the Companies Act, 2016. As of the date of the Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last AGM held on 24 May 2016, which will lapse at the conclusion of the forthcoming AGM. The proposed Ordinary Resolution, if passed, will empower the Directors to issue shares up to an aggregate amount not exceeding 10% of the issued share capital of the Company for the time being, for such purposes as the Directors consider would be in the best interest of the Company. The authority will provide flexibility to the Company for any possible fund raising activities, including but not limited to placement of shares, funding future investment project(s), working capital and/or acquisitions. 4 ARK RESOURCES BERHAD (393342-X) STATEMENT ACCOMPANYING NOTICE OF THE TWENTY-FIRST ANNUAL GENERAL MEETING 1. Directors Standing For Re-Election Directors who are standing for re-election at the Twenty-First Annual General Meeting of the Company:- (i) YBhg Dato’ Rosthman bin Ibrahim (Resolution 1) (ii) Encik Rashidi Aly bin Abdul Rais (Resolution 2) (iii) Hj. Liakat Ali Bin Mohamed Ali (Resolution 3) Details of Directors who are standing for re-election are set out on pages 7 to 10 of the Annual Report. 2. Ordinary Resolution 2 – Continuing in Office as Independent Non-Executive Director – YBhg (Resolution 6) Dato’ Rosthman Bin Ibrahim The independence of YBhg Dato’ Rosthman bin Ibrahim, who has served as an Independent Non-Executive Director of the Company has been assessed by the Nomination Committee and affirmed by the Board. YBhg Dato’ Rosthman Bin Ibrahim, has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years and applying the recommendation under the Malaysian Code of Corporate Governance 2012, and following a recommendation of the Nomination Committee, the Board of Directors recommend to the members to vote in favor of the resolution for YBhg Dato’ Rosthman Bin Ibrahim to continue to act as Independent Non-Executive Director of the Company. This is because he has demonstrated throughout the term of his office to be independent not only by the fulfillment of the criteria of an Independent Director as defined in the Listing Requirements of Bursa Malaysia Securities Berhad, but providing objectivity, independent judgement and balance to Board deliberations. His provides wise and thoughtful counsel to the Board on a broad range of issues and has an active role in Board Committees to ensure good governance and risk management. His length of service on the Board does not in any way interfere with his exercise of objective judgement or his ability to act in the best interests of the Company and Group. He also has the necessary knowledge of the Group’s business operations to make informed decisions. 3. Ordinary Resolution 3 – Continuing in Office as Independent Non-Executive Director – AR (Resolution 7) Gary Wong Wai Choong The independence of AR Gary Wong Wai Chong, who has served as an Independent Non- Executive Director of the Company has been assessed by the Nomination Committee and affirmed by the Board. AR Gary Wong Wai Choong, has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years and applying the recommendation under the Malaysian Code of Corporate Governance 2012, and following a recommendation of the Nomination Committee, the Board of Directors recommend to the members to vote in favor of the resolution for AR Gary Wong Wai Choong to continue to act as Independent Non-Executive Director of the Company. This is because he has demonstrated throughout the term of his office to be independent not only by the fulfillment of the criteria of an Independent Director as defined in the Listing Requirements of Bursa Malaysia Securities Berhad, but providing objectivity, independent judgement and balance to Board deliberations. His length of service on the Board does not in any way interfere with his exercise of objective judgement or his ability to act in the best interests of the Company and Group. He also has the necessary knowledge of the Group’s business operations to make informed decisions. ANNUAL REPORT 2016 5 CORPORATE INFORMATION BOARD OF DIRECTORS REMUNERATION COMMITTEE PRINCIPAL BANKERS YBHG. DATO’ MOHD SALLEH BIN AR GARY WONG WAI CHOONG CIMB BANK BERHAD 13491-P YEOP ABD RAHMAN Chairman MALAYAN BANKING BERHAD Chairman Independent Non-Executive Director 3813-K Non-Independent Non-Executive Director YBHG. DATO’ ROSTHMAN BIN RASHIDI ALY BIN ABDUL RAIS IBRAHIM PLACE OF INCORPORATION Group Managing Director Independent Non-Executive Director Kuala Lumpur, Malaysia YBHG. DATO’ ROSTHMAN BIN RASHIDI ALY BIN ABDUL RAIS ARK RESOURCES BERHAD IBRAHIM Group Managing Director (393342-X) Independent Non-Executive Director DATE OF INCORPORATION AR GARY WONG WAI CHOONG COMPANY SECRETARIES 8th July 1996 Independent Non-Executive Director Cynthia Gloria Louis MAICSA 7008306 YM. TUNKU AZLAN BIN TUNKU AZIZ Chew Mei Ling MAICSA 7019175 COMPANY REGISTRATION NO. Senior Independent Non-Executive Director 100% 393342-X HJ. LIAKAT ALI BIN MOHAMED ALI REGISTERED OFFICE Independent Non-Executive Director ARK DEVELOPMENT SDN. BHD. Suite 3A.02, Level 3A SOLICITOR 282459-P Wisma E & C AUDIT COMMITTEE No. 2, Lorong Dungun Kiri Messrs. Chellam Wong Damansara Heights YBHG. DATO‘ ROSTHMAN BIN 50490 Kuala Lumpur IBRAHIM Wilayah Persekutuan 100% Chairman REGISTRAR Tel : 03 – 2094 0888 Independent Non-Executive Director Fax : 03 – 2095 4746 BOARDROOM CORPORATE ARK ENGINEERING & CONSTRUCTION SDN. BHD. YBHG. DATO’ MOHD SALLEH BIN SERVICES (KL) SDN. BHD YEOP ABD RAHMAN Lot 6.05, Level 6, KPMG Tower 369317-W PRINCIPAL PLACE OF BUSINESS Non-Independent Non-Executive Director 8 First Avenue, Bandar Utama 47800 Petaling Jaya Suite 3A.02, Level 3A AR GARY WONG WAI CHOONG Selangor Darul Ehsan Wisma E & C Independent Non-Executive Director Tel : 03 – 7720 1188 No. 2, Lorong Dungun Kiri 100% Fax : 03 – 7720 1111 YM. TUNKU AZLAN BIN TUNKU AZIZ Damansara Heights Senior Independent Non-Executive Director 50490 Kuala Lumpur Wilayah Persekutuan ARK HARTANAH SDN. BHD. STOCK EXCHANGE LISTING Tel : 03 – 2094 0888 395093-K NOMINATION COMMITTEE Fax : 03 – 2095 4746 MAIN BOARD OF BURSA MALAYSIA SECURITIES BERHAD YM. TUNKU AZLAN BIN TUNKU AZIZ Chairman AUDITORS Stock Name: ARK Senior Independent Non-Executive Director MESSRS. Stock Code: 7007 YBHG. DATO‘ ROSTHMAN BIN UHY (AF1411) IBRAHIM Chartered Accountants Independent Non-Executive Director Suite 11.05, Level 11 The Gardens South Tower AR GARY WONG WAI CHOONG Mid Valley City Independent Non-Executive Director Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 03 – 2279 3088 Fax : 03 – 2279 3099 6 ARK RESOURCES BERHAD (393342-X) CORPORATE STRUCTURE YBHG. DATO’ MOHD SALLEH BIN YBHG DATO’ ROSTHMAN BIN IBRAHIM BOARD OF DIRECTORS REMUNERATION COMMITTEE PRINCIPAL BANKERS YEOP ABD RAHMAN Independent Non-Executive Director Chairman YBHG. DATO’ MOHD SALLEH BIN AR GARY WONG WAI CHOONG CIMB BANK BERHAD 13491-P Non Independent Non-Executive Director YEOP ABD RAHMAN Chairman MALAYAN BANKING BERHAD Chairman Independent Non-Executive Director 3813-K Non-Independent Non-Executive Director YBHG. DATO’ ROSTHMAN BIN RASHIDI ALY BIN ABDUL RAIS IBRAHIM PLACE OF INCORPORATION Group Managing Director Independent Non-Executive Director Kuala Lumpur, Malaysia YBHG. DATO’ ROSTHMAN BIN RASHIDI ALY BIN ABDUL RAIS ARK RESOURCES BERHAD IBRAHIM Group Managing Director (393342-X) Independent Non-Executive Director DATE OF INCORPORATION AR GARY WONG WAI CHOONG COMPANY SECRETARIES 8th July 1996 Independent Non-Executive Director Cynthia Gloria Louis MAICSA 7008306 YM. TUNKU AZLAN BIN TUNKU AZIZ Chew Mei Ling MAICSA 7019175 COMPANY REGISTRATION NO. Senior Independent Non-Executive Director 100% 393342-X HJ. LIAKAT ALI BIN MOHAMED ALI REGISTERED OFFICE Independent Non-Executive Director ARK DEVELOPMENT SDN. BHD. Suite 3A.02, Level 3A SOLICITOR 282459-P Wisma E & C AUDIT COMMITTEE No. 2, Lorong Dungun Kiri Messrs. Chellam Wong Damansara Heights YBHG. DATO‘ ROSTHMAN BIN 50490 Kuala Lumpur IBRAHIM Wilayah Persekutuan 100% Chairman REGISTRAR Tel : 03 – 2094 0888 Independent Non-Executive Director Fax : 03 – 2095 4746 RASHIDI ALY BIN ABDUL RAIS BOARDROOM CORPORATE YBHG. DATO’ MOHD SALLEH BIN SERVICES (KL) SDN. BHD ARK ENGINEERING & CONSTRUCTION SDN. BHD. Group Managing Director YEOP ABD RAHMAN Lot 6.05, Level 6, KPMG Tower 369317-W PRINCIPAL PLACE OF BUSINESS Non-Independent Non-Executive Director 8 First Avenue, Bandar Utama 47800 Petaling Jaya Suite 3A.02, Level 3A AR GARY WONG WAI CHOONG Selangor Darul Ehsan Wisma E & C Independent Non-Executive Director Tel : 03 – 7720 1188 No. 2, Lorong Dungun Kiri 100% Fax : 03 – 7720 1111 YM. TUNKU AZLAN BIN TUNKU AZIZ Damansara Heights Senior Independent Non-Executive Director 50490 Kuala Lumpur Wilayah Persekutuan ARK HARTANAH SDN. BHD. STOCK EXCHANGE LISTING Tel : 03 – 2094 0888 395093-K NOMINATION COMMITTEE Fax : 03 – 2095 4746 MAIN BOARD OF BURSA MALAYSIA SECURITIES BERHAD YM. TUNKU AZLAN BIN TUNKU AZIZ Chairman AUDITORS Stock Name: ARK Senior Independent Non-Executive Director MESSRS. Stock Code: 7007 YBHG. DATO‘ ROSTHMAN BIN UHY (AF1411) IBRAHIM Chartered Accountants Independent Non-Executive Director Suite 11.05, Level 11 The Gardens South Tower AR GARY WONG WAI CHOONG Mid Valley City Independent Non-Executive Director Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 03 – 2279 3088 Fax : 03 – 2279 3099 ANNUAL REPORT 2016 7 PROFILE OF BOARD OF DIRECTORS YBHG. DATO’ MOHD SALLEH BIN YBHG DATO’ ROSTHMAN BIN IBRAHIM YEOP ABD RAHMAN Independent Non-Executive Director Chairman Non Independent Non-Executive Director Dato’ Salleh, male, a Malaysian, aged 70, was appointed to the Board on 21 May 2010 as an Independent Non-Executive Director and re-designated as Chairman of the Company on 18 June 2010. Dato’ Salleh was identified as the Senior Independent Non-Executive Director of ARK on 18 April 2012. Dato’ Salleh was re-designated as Non-Independent Non-Executive Director on 24 July 2014. Dato’ Salleh holds a Bachelor of Economics (Hons) Degree specializing in Analytical Economics from the University of Malaya. Upon graduation in 1970, he joined Bank Negara Malaysia as an Assistant Economist. He moved on to Bank Bumiputra Malaysia Bhd (“BBMB”) in 1973 and remained there until 1988. During his 16 years in BBMB, he served in various capabilities including Senior Economist in the Research & Planning Department, Special Executive Assistant to the Chairman, the first New York Branch Manager, Deputy General Manager of the International Banking Division, Director and Chief Executive of Bumiputra Merchant Bankers Berhad (the Bank’s subsidiary merchant bank) and was the General Manager of the Corporate Banking Division of BBMB before he left. In 1990, he moved on to be the Chief Executive Officer of SJ Securities Sdn. Bhd. (“SJ”), a local stockbroking firm in the Klang Valley. In 1993, he left to join Granite Industries Berhad (a company listed on the then KLSE) and served as its Managing Director until 1994. He then joined and assumed his present position in January 1995 as the Managing Director of Tunas RASHIDI ALY BIN ABDUL RAIS Selatan Construction Sdn. Bhd., a construction company which has since Group Managing Director successfully completed several major projects including a Government Turnkey contract to design and build the new Sungai Buloh Hospital Complex with 620 beds and College of Allied Health Sciences for 3000 trainees, the UITM Clinical Training Center and its Institute of Medical Molecular Biotechnology also in Sungai Buloh, and the sub-contractor for the first phase of University Malaysia Pahang in Kuantan. He has been the Chairman of Associated Air- Pak Industries Sdn. Bhd. (a company producing packaging and construction materials) and its group of companies since 1997. He was appointed to the Boards of Merbok Hilir Berhad and Merbok MDF Sdn. Bhd., a group involved in the production and export of rubberwood MDF panelboards since their inception in 1993. Dato’ Salleh also sits on the Board of Sime Darby Properties Selatan Sdn. Bhd. He is also a member of the Audit Committee. Dato’ Salleh attended all six (6) Board Meetings held during the financial year. He is a major shareholder vide his shareholdings in Rintis Komersial Sdn. Bhd. By virtue of this interest, Dato’ Salleh is deemed to have shareholdings in all the subsidiaries. He has no family relationship with any director and/or major shareholder of the Company. Save from that disclosed above, Dato’ Salleh has no conflict of interest with the Company and has not been convicted for any offences in the past 5 years. 8 ARK RESOURCES BERHAD (393342-X) PROFILE OF BOARD OF DIRECTORS Cont'd YBHG. DATO’ MOHD SALLEH BIN YBHG DATO’ ROSTHMAN BIN IBRAHIM AR GARY WONG WAI CHOONG YEOP ABD RAHMAN Independent Non-Executive Director Independent Non-Executive Director Chairman Non Independent Non-Executive Director Dato’ Rosthman, male, a Malaysian, aged 44, was appointed to the Board on 27 September 2005 as an Independent Non-Executive Director. He holds a Bachelor of Science in Management (Finance), from Case Western Reserve University, Cleveland Ohio, USA and Diploma in Business Studies from MARA Institute of Technology (UiTM). He started his career as a Corporate Banking Officer in 1996 with Chung Khiaw Bank (M) Bhd. and from 1996 till 1999 he was the Corporate Advisory Manager of Business Focus Sdn. Bhd. From March 1999 till July 2004 he was with Pengurusan Danaharta Nasional as an Executive. He then joined Crowe Horwath Advisory Sdn. Bhd. in November 2008 as Principal, Corporate Advisory. He left Crowe Horwath Advisory Sdn. Bhd. in January 2010 to join Shapadu Corporation Sdn. Bhd. At present, he is attached with Shapadu Corporation Sdn. Bhd. as Group Executive Director. He is the Chairman of the Audit Committee, a Member of Remuneration Committee and Nomination Committee. He has attended five (5) Board Meetings held during the financial year. He has no family relationship with any director and/or major shareholder of the Company and does not have any equity interest in the Company and its subsidiaries. He has no conflict of interest with the Company and has not been convicted for any offences in the past 5 years. RASHIDI ALY BIN ABDUL RAIS YM TUNKU AZLAN BIN TUNKU AZIZ Group Managing Director Senior Independent Non-Executive Director Encik Rashidi, male, a Malaysian, aged 51, was appointed to the Board on 27 September 2005 as Executive Director and was appointed as the Chairman and Group Managing Director on 27 April 2006. He was re-designated as Group Managing Director on 18 June 2010. He holds a Bachelor of Economics/Accountancy Degree from City University, London, England and is a Chartered Accountant and a member of both the Malaysian Institute of Public Accountants (MICPA) and the Malaysian Institute of Accountants (MIA). He started his career in Audit with Wilson, Green & Gibbs in London from 1988 to 1991 and from 1991 to 1996 he was with KPMG Peat Marwick. He then embarked on a career in business and served on the board of several non-listed companies. He has experience in audit and finance, property development and investment, construction and telecommunication. He attended all six (6) Board Meetings held during the financial year. He has no family relationship with any director. He is a major shareholder vide his direct shareholdings in the Company and vide his shareholdings in Larutmas Sdn. Bhd. By virtue of this interest, Encik Rashidi is deemed to have shareholdings in all the subsidiaries. He is a member of the Remuneration Committee. Save from that disclosed in the preceding paragraph, he has no conflict of interest with the Company and has not been convicted for any offences in the past 5 years. ANNUAL REPORT 2016 9 PROFILE OF BOARD OF DIRECTORS Cont'd YBHG. DATO’ MOHD SALLEH BIN YBHG DATO’ ROSTHMAN BIN IBRAHIM AR GARY WONG WAI CHOONG YEOP ABD RAHMAN Independent Non-Executive Director Independent Non-Executive Director Chairman Non Independent Non-Executive Director AR Gary Wong, male, a Malaysian, aged 51, was appointed to the Board on 28th December, 2007 as an Independent Non-Executive Director. He holds a Bachelor of Architecture (Honors) from Kansas State University, USA in 1989. He started his career as an Architect with Bohlin Cywinski Jackson in the United States of America. Upon returning to Malaysia in 1991, he joined BEP Arkitek until 1996. He was then employed as an Architect in the Architectural Network until end of 1998 before being appointed as a junior Director of Architectural Projects Team Sdn. Bhd. in 2004. In 2006, he established Paradigma Consultant followed by GAA Architects and Gary Wong Architect in 2007 to undertake various architectural projects in Malaysia. He is a Registered Professional Architect with the Board of Architects Malaysia and a Corporate Member of Malaysian Institute of Architects. He is a member of the Audit Committee, Nomination Committee and a Chairman of Remuneration Committee. He has attended all six (6) Board Meetings held during the financial year. He does not hold any directorships in other public companies in Malaysia. He has no family relationship with any director and/or major shareholder of the Company and does not have any equity interest in the Company and its subsidiaries. He has no conflict of interest with the Company and has not been convicted for any offences in the past 5 years. RASHIDI ALY BIN ABDUL RAIS YM TUNKU AZLAN BIN TUNKU AZIZ Group Managing Director Senior Independent Non-Executive Director YM Tunku Azlan Bin Tunku Aziz, male, a Malaysian, aged 48, was appointed to the Board on 25 February 2010 as a Non-Independent Non-Executive Director and re-designated as Independent Non-Executive Director on 1 March 2012. He is also the Chairman of the Nomination Committee and a member of the Audit Committee. He is a Chartered Accountant of the Malaysia Institute of Accountants. He started his career in 1996 as a Business Development Officer with Sincere Leasing Sdn Bhd and in 1997, he joined Aseambankers (M) Berhad. In 1999, he was attached with Pengurusan Danaharta Nasional Berhad until 2005. Thereafter, he was the Group Chief Financial Officer of ARK Resources Berhad until 2009. He is currently a Senior Independent Non-Executive Director of ARK Resources Berhad. He was appointed as Chief Financial Officer of Shapadu Engineering Sdn. Bhd. in 2010 and presently, he is the Chief Executive Officer of Shapadu Marine Sdn Bhd. He has attended all six (6) Board Meetings held during the financial year. He also sits on the Board of LFE Corporation Berhad. He has no family relationship with any director and/or major shareholder of the Company and does not have any equity interest in the Company and its subsidiaries. He has no conflict of interest with the Company and has not been convicted for any offences in the past 5 years.
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