building SUCCESS together

Transcription

1 building ANNUAL REPORT 2010 SUCCESS together

2 contents 01 Vision & Mission 02 Corporate Profile 03 Group Financial Highlights 04 Corporate Information 05 Corporate Structure 06 Board of Directors & Secretary 07 Directors Profile 10 Management Team s Profile 13 Chairman s Statement 21 Corporate Diary 23 Corporate Social Responsibility Statement 25 Corporate Governance Statement 33 Audit Committee Report 38 Internal Control Statement 40 Other Compliance Statement 41 Financial Statements 110 Analysis of Shareholdings 112 List of Group Properties 114 Notice of Annual General Meeting 116 Statement Accompanying Notice of Annual General Meeting Proxy Form

3 01 ANNUAL REPORT 2010 vision To be a public listed company participating actively in supporting the nation towards achieving the aspirations of the New Economic Model. mission To be a responsible corporate entity; To exceed our customers expectations through quality and creative products and services; To create a conducive working environment for our employees to enhance our Group s growth; To work effectively with our stakeholders to maximise returns to all parties.

4 02 TRIplc BERHAD ( A) Corporate Profile TRIplc Berhad ( TRIplc ) was incorporated in Malaysia on 23 June 1992 as a private limited company under the name U-Wood Holdings Sdn Bhd. It was converted to a public limited company on 12 September 1992 and was listed on the Main Board, now known as Main Market of Bursa Malaysia Securities Berhad on 18 August The name of the Company was changed to TRIplc Berhad on 12 December A Bumiputera company registered with PKK (Class A), today, the core activities of the Group are construction, property development and project management services. The Company and its wholly-owned subsidiary, TRIplc Resources Sdn Bhd were certified ISO 9001:2000 by an internationally recognised certification body, Det Norske Veritas ( DNV ) since 8 July 2008 for its quality management system in project management and construction. The Group ventured into construction business in 2003 when it secured contracts valued at million for the construction of academic block and students accommodations for Universiti Teknologi MARA ( UiTM ) at their campus in Taman Puncak Perdana, Section U10, Shah Alam, Selangor. With the good track record, the Group successfully secured contracts valued over 1.0 billion for the construction of Zone 1 Phase 1 works of UiTM Puncak Alam Campus consisting of main infrastructure work, hostels for students complete with recreational and sports facilities, academic buildings and facilities for Faculty of Health Science, Faculty of Pharmacy and Students Plaza. The Group, subsequently in May 2010, has been granted a 23-year concession to undertake the construction and maintenance of Zone 1 Phase 2 works of UiTM Puncak Alam Campus consisting of three (3) faculties to accommodate not less than 5,000 students, hostel accommodation for 2,500 students, 10 units of fellow accommodation, multipurpose hall, maintenance centre, prayer hall, library, student centre, cafeteria and health centre. In property development, the Group is developing the balance of 600 acres mixed development project in Section U10, Shah Alam, Selangor. The Group is also developing the balance of 49 acres mixed development project in Bandar Pinggiran Subang, Section U5, Shah Alam, Selangor which the Group manages.

5 Group Financial Highlights 03 ANNUAL REPORT May 2006 ( 000) 31 May 2007 ( 000) 31 May 2008 ( 000) 31 May ( 000) 31 May 2010 ( 000) Total Assets 310, , , , ,987 Share Capital 142, , , , ,520 Shareholders Fund 20,247 23,121 27,759 33,001 34,141 Total Borrowings 81,104 62,007 50,861 30,591 21,457 Turnover 106, , , ,406 98,453 Net Profit After Tax 1,931 2,820 4,607 5,209 1,139 EPS (sen) Net Assets Per Share () Gearing Ratio (times) Operating Profit (% of turnover) 14.87% 4.67% 5.55% 5.09% 10.23%

6 04 TRIplc BERHAD ( A) Corporate Information BOARD OF DIRECTORS CHAIAN MANAGING DIRECTOR EXECUTIVE DIRECTOR, OPERATIONS INDEPENDENT NON-EXECUTIVE DIRECTORS >> Dato Zolkipli Bin Abdul DPMP, DIMP, JSM, KMN, PBS >> Dato Ibrahim Bin Md Yusof D.S.I.S, SSA >> Ar Mohd Khalid Bin Mohammed Yusuf >> Jumsi Bin Batri >> Nurjannah Binti Ali >> Ibrahim Bin Topaiwah COMPANY SECRETARY Wong Poh Chun, Shryn (MAICSA ) REGISTERED OFFICE No. 8, Ground Floor Jalan Apollo CH U5/CH Bandar Pinggiran Subang Seksyen U5, Shah Alam Selangor Darul Ehsan Tel : Fax : info@triplc.com.my Website : SHARE REGISTRAR Tricor Investor Services Sdn Bhd ( V) Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra Kuala Lumpur Tel : Fax : is.enquiry@my.tricorglobal.com AUDITORS BDO (AF:0206) Chartered Accountants 12th Floor, Menara Uni.Asia 1008, Jalan Sultan Ismail Kuala Lumpur TAX CONSULTANT BDO Tax Services Sdn Bhd ( K) 12th Floor, Menara Uni.Asia 1008, Jalan Sultan Ismail Kuala Lumpur SOLICITORS Kadir Andri & Partners Lee Hishamuddin Allen & Gledhill Rozali Ismail & Co. PRINCIPAL BANKERS AmBank (M) Berhad (8515-D) Hong Leong Islamic Bank Berhad ( W) Malayan Banking Berhad (3813-K) RHB Bank Berhad (6171-M) LEGAL FO AND DOMICILE Public limited liability company incorporated and domiciled in Malaysia STOCK EXCHANGE LISTING Bursa Malaysia Securities Berhad ( W), Main Market Stock Name : TRIPLC Stock Code : 5622 Stock Sector : Properties DATE OF INCORPORATION AND LISTING 23 June 1992/18 August 1993

7 Corporate Structure 05 ANNUAL REPORT 2010 CONSTRUCTION 100% TRIplc Ventures Sdn Bhd 100% TRIplc Resources Sdn Bhd PROPERTY DEVELOPMENT 100% Central Challenger (M) Sdn Bhd 100% Insa Alliance Sdn Bhd 100% Layar Kekal (M) Sdn Bhd 100% Samasys Sdn Bhd 100% Suasa Integrasi (M) Sdn Bhd 100% Tirai Gemilang Sdn Bhd 100% Usahasewa Sdn Bhd 100% Zuriat Watan Sdn Bhd PROPERTY INVESTMENT 100% Prinsip Barisan (M) Sdn Bhd 100% U-Wood Sdn Bhd INVESTMENT HOLDINGS 100% TRIplc Industries Sdn Bhd (dormant)

8 06 TRIplc BERHAD ( A) Board of Directors & Secretary Seated, from left: Standing, from left: 1. DATO ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBS Chairman 2. Dato Ibrahim Bin Md Yusof D.S.I.S, SSA Managing Director 3. Ar Mohd Khalid Bin Mohammed Yusuf Executive Director, Operations 5. Nurjannah Binti Ali Independent Non-Executive Director 6. Ibrahim Bin Topaiwah Independent Non-Executive Director 7. WONG POH CHUN, SHRYN Company Secretary 4. Jumsi Bin Batri Independent Non-Executive Director

9 Directors Profile 07 ANNUAL REPORT 2010 DATO ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBS Chairman Malaysian, aged 68 Dato Zolkipli Bin Abdul was appointed to the Board of TRIplc Berhad ( TRIplc ) on 14 May. He holds a Master s Degree in Arts in Political Science from University of Iowa, USA and is a Fellow of the Chartered Institute of Transport, Malaysia. Dato Zolkipli was with the Malaysian civil service for 32 years before he retired in 1997, during which he has participated in the planning of national infrastructure projects, amongst others, the Penang Bridge, East-West Highway and Kuala Lumpur International Airport. He was also in the sector planning for National Industrial Master Plan, the National Agriculture Plan and the Airport System Master Plan. Dato Zolkipli was a former Council Member of Universiti Sains Malaysia ( USM ) and Universiti Teknologi Malaysia ( UTM ). He was also the former Chairman of the Board of Directors of University Kuala Lumpur ( UniKL ) and currently the Chairman of the Board of Directors of University Sultan Zainal Abidin ( UniSZA ). Besides TRIplc, Dato Zolkipli is also the Chairman of Jaks Resources Berhad, a Director of The New Straits Times Press (Malaysia) Berhad and the Chairman of Advanced Air Traffic System Sdn Bhd and IC Mic - UniKL Academy. Dato Zolkipli is the Chairman of the ESOS Committee and a Member of the Nomination Committee of TRIplc. He has no family relationship with any Director and/ or major shareholder of TRIplc and has no conflict of interest with TRIplc. Dato Ibrahim Bin Md Yusof D.S.I.S, SSA Managing Director Malaysian, aged 57 Dato Ibrahim Bin Md Yusof was appointed to the Board of TRIplc on 1 January He obtained his Bachelor s Degree in Economics (Hons) in Applied Economics from University of Malaya, Kuala Lumpur in 1976 and attended the Management Development Programme of Asian Institute of Management in Manila, Philippines and the Advance Management Programme of University of Hawaii in Manoa, USA. Dato Ibrahim has over 33 years of working experience in property development and management. He was with Urban Development Authority ( UDA ) from 1976 to 1994, where he started his working career as a Manager rising to the rank of General Manager before he joined Kumpulan Darul Ehsan Berhad, an investment arm of the Selangor State Government in 1994 as Senior Vice President concurrently holding the position of Group Deputy Managing Director of SAP Holdings Berhad, a company listed on the Kuala Lumpur Stock Exchange, now known as Bursa Malaysia Securities Berhad, until He served as Group Managing Director (Chief Executive Officer) of Worldwide Holdings Berhad, another company listed on the Kuala Lumpur Stock Exchange from 1996 until his retirement in Dato Ibrahim also sits on the board of several private limited companies. He is the Chairman of the Board Management Committee and a Member of the Remuneration Committee and ESOS Committee of TRIplc. Dato Ibrahim has no family relationship with any Director and/or major shareholder of TRIplc and has no conflict of interest with TRIplc.

10 08 TRIplc BERHAD ( A) Directors Profile Ar Mohd Khalid Bin Mohammed Yusuf Executive Director, Operations Malaysian, aged 57 Ar Mohd Khalid was appointed to the Board of TRIplc on 7 April He holds a Bachelor s Degree in Science (Hons) and a post graduate Diploma in Architecture from Polytechnic of North London, UK and is a professional architect registered with Pertubuhan Arkitek Malaysia and Lembaga Arkitek Malaysia. Prior to his appointment on the Board, Ar Mohd Khalid was a Project Director of the Company since 5 May 2003 overseeing the development of Satellite B Phase 1 of UiTM project at Bandar Puncak Alam. He has an accumulated experience of 33 years in building consultancy work and the construction industry and was an active principal of a locally registered Architect firm. Ar Mohd Khalid also sits on the board of several private limited companies. He is a Member of the Board Management Committee of TRIplc. He has no family relationship with any Director and/ or major shareholder of TRIplc and has no conflict of interest with TRIplc. Jumsi Bin Batri Independent Non-Executive Director Malaysian, aged 53 Jumsi Bin Batri was appointed to the Board of TRIplc on 1 November He is a graduate of University Kebangsaan Malaysia with a Bachelor s Degree in Business Administration (Hons) majoring in marketing and finance. He also holds a license in Person Dealing in Unit Trust ( PDUT ) issued by Federation of Investment Managers Malaysia ( FiMM ). Jumsi has 14 years of working experience in the area of finance involving in credit management and marketing during his tenure with Malayan Banking Berhad before he resigned in 1996 to become a Dealers Representative with TA Securities Sdn Bhd. Jumsi is currently a Unit Trust Consultant with CIMB Wealth Advisors Berhad. Jumsi is the Chairman of the Audit Committee and a Member of the Nomination Committee, Remuneration Committee and ESOS Committee of TRIplc. He has no family relationship with any Director and/ or major shareholder of TRIplc and has no conflict of interest with TRIplc.

11 09 ANNUAL REPORT 2010 Directors Profile Nurjannah Binti Ali Independent Non-Executive Director Malaysian, aged 51 Nurjannah Binti Ali was appointed to the Board of TRIplc on 27 July Nurjannah has a Diploma in Accountancy and more than 23 years of working experience in finance and corporate management, almost half of which was spent in property development companies. She was formerly an Executive Director of a stock broking company before she resigned in 2003 to venture into various businesses. Nurjannah is currently also an Independent Non- Executive Director of two (2) other listed companies in Malaysia namely, Public Packages Holdings Berhad and Asia File Corporation Berhad and a Director of WWE Holdings Bhd. She also sits on the board of several other private limited companies. Nurjannah is the Chairman of the Nomination Committee and Remuneration Committee and a Member of the Audit Committee of TRIplc. She has no family relationship with any Director and/ or major shareholder of TRIplc and has no conflict of interest with TRIplc. Ibrahim Bin Topaiwah Independent Non-Executive Director Malaysian, aged 51 Ibrahim Bin Topaiwah was appointed to the Board of TRIplc on 31 March He is a graduate of University Kebangsaan Malaysia in 1984 with a Bachelor s Degree in Accounting (Hons). Ibrahim has vast experience in accounting, auditing and finance. He was with ICI Berhad for 2 years from 1984 to 1986 as an Accountant, with Bank Negara Malaysia for 11 years from 1986 to 1997 as Examiner with last position held as Senior Grade Manager. His role in Bank Negara Malaysia involved executing routine audits on various financial institutions as well as their branches overseas. During his tenure there, he attended several special banking courses locally and overseas held by Federal Reserve Bank of New York, The Central Bank of Pakistan and The Central Bank of Korea amongst others. He subsequently joined PSC Industries Berhad Group, now known as Boustead Heavy Industry Corporation Berhad in 1997 for 8 years as Group Chief Internal Auditor. Over the years, he rose up to the rank of Director of Finance before he resigned in 2005 to start his own business. He also sits on the board of several other private limited companies. Ibrahim is a Member of the Audit Committee of TRIplc. He has no family relationship with any Director and/ or major shareholder of TRIplc and has no conflict of interest with TRIplc. Notes: 1. Attendance of Board Meetings The attendance of the Directors at Board of Directors Meetings during the financial year ended 31 May 2010 is disclosed in page 26 of this Annual Report. 2. Securities Holdings in the Group The securities holdings of the Directors in the Company is disclosed in page 111 of this Annual Report. Save as disclosed, none of the other Directors have any securities holdings in the Company or the subsidiary companies as all the subsidiary companies are wholly owned by the Company. 3. Directorships in Other Public Companies Save as disclosed in the profile of the respective Directors, none of the Directors hold any directorship in other public companies. 4. Conviction for Offence None of the Directors have been convicted for offences within the past ten (10) years other than traffic offences, if any.

12 10 TRIplc BERHAD ( A) Management Team s Profile IR LEOW KAY PIN Head of Technical Malaysian, aged 56 Ir Leow Kay Pin joined the Group on 25 July He is the Project Director responsible for all technical matters of the Group. He holds a Bachelor s Degree in Engineering (Hons) in Civil Engineering from University of Malaya in 1979 and is a professional engineer with the Board of Engineers Malaysia, a Corporate Member of the Institution of Engineers Malaysia ( IEM ), the Institution of Civil Engineers of UK and the Institution of Engineers Australia. He has an accumulated experience of 31 years in the building consultancy and construction industry. Prior to joining TRIplc Berhad, he was an executive of a listed Main Market construction company and a director of an established consultant firm and several private limited companies. LIEW KON MUN Head of Contracts & Costs Malaysian, aged 50 Liew Kon Mun joined the Group on 11 November He is the Senior General Manager, Contracts & Costs, responsible for the contracts and costs of the Group, provides all necessary information and advises the Managing Director on all matters relating to budget cost and price submission of all projects and award of all sub-contract works. He is a graduate of the Chartered Institute of Building ( CIOB ), UK in 1984 and holds a Diploma in Technology (Building) from Tunku Abdul Rahman College. He has an accumulated experience of 27 years in the building construction industry and had been involved in various types of construction work including geotechnical works, low and high rise buildings, major civil works, expressways, jetties and port works. Prior to joining TRIplc Berhad, he was Head of Contracts of a listed Main Market construction company. CHAN YUET LENG Head of Corporate Finance & Accounts Malaysian, aged 39 Chan Yuet Leng joined the Group on 15 July She is the General Manager, Corporate Finance & Accounts, responsible for the corporate finance and accounts of the Group. She holds a Bachelor s Degree in Accounting (Hons) from Universiti Utara Malaysia in 1996 and is a member of the Malaysian Institute of Accountants ( MIA ). She started her career with KPMG, an international accounting firm in In 2000, she joined Glomac Berhad as its Group Accountant prior to joining TRIplc Berhad. JAMALUDIN BIN BUYONG Head of Facilities Management Malaysian, aged 47 Jamaludin Bin Buyong joined the Group on 20 September He is the General Manager, Facilities Management, responsible for the facilities management of the Group. He holds an Advanced Diploma in Mechanical Engineering from Institut Teknologi MARA in 1996 and a Master s Degree in Science in Facilities Management from Universiti Teknologi MARA in Jamaludin has broad experience in facilities management and hospital maintenance with an accumulated experience of 20 years. He was the Facility Manager for Kuala Lumpur General Hospital, the biggest hospital in Southeast Asia for 5 years. He also has corporate and project experience in healthcare, manufacturing and construction and was involved in the successful privatisation of hospital support services. Prior to joining TRIplc Berhad, he was with a consulting company for 5 years where he held a number of positions including Principal Consultant.

13 Management Team s Profile 1 ANNUAL REPORT 2010 LOH CHENG FATT Head of Procurement (FF&E) for Construction Projects Malaysian, aged 51 Loh Cheng Fatt joined the Group on 1 October He is the General Manager, Procurement (FF&E) for Construction Projects, responsible for the procurement of all furniture and fittings and equipments of the Group s construction projects. He holds a Bachelor s Degree in Engineering from Monash University, Australia in He has more than 20 years experience in project management in the renovation and construction industry where he was also in charge of business development, both locally and internationally. He was the Chief Operating Officer of a company involving directly with the implementation of furniture and fittings and equipments for university campuses prior to joining TRIplc Berhad. ROHANI BINTI OTHMAN Head of Legal Malaysian, aged 46 Rohani Binti Othman joined the Group on 1 February She is the Assistant General Manager, Corporate Services, responsible for the legal matters of the Group. She obtained her Advanced Diploma in Law from Institut Teknologi MARA in Since graduating in 1990, she had been working in both legal practice and corporate advisory. She practiced for 7 years as an advocate and solicitors in M/s L.S. Tan and subsequently in M/s Rozali Ismail & Co before pursuing her career in corporate sector by joining Puncak Niaga (M) Sdn Bhd in Having spent approximately 4 years in water industry, she joined TRIplc Berhad in property development and construction sector. KHAIRUDDIN BIN MOHD YASSIN Head of Human Resource & Administration Malaysian, aged 59 Khairuddin Bin Mohd Yassin joined the Group on 1 August He is the Senior Manager, Human Resource & Administration, responsible for the human resource and administration of the Group. He holds a Bachelor s Degree in Business Administration from Royal Melbourne Institute of Technology, Australia in 1994 and professionally certified with a Diploma in Personnel Management from the Malaysian Institute of Personnel Management ( MIPM ) in Prior to joining TRIplc Berhad, he was the Group Human Resource Manager of a multinational cement manufacturing company, where he was involved in the full spectrum of human resource management and the quality movement of the company. MOHD HISHAMUDDIN BIN MOHD YASIN Head of Project Planning & Property Development Malaysian, aged 44 Mohd Hishamuddin Bin Mohd Yasin joined the Group on 1 April He is the Senior Manager, Project, responsible for the project planning, property development and managing of the assets of the Group. He holds a Bachelor s Degree in Science in Quantity Surveying (Hons) from University of Greenwich, UK in He has an accumulated experience of more than 20 years in the building construction industry. Prior to joining TRIplc Berhad, he worked in various companies namely Pakatan International as its Quantity Surveyor, Penang Shipbuilding & Construction Sdn Bhd as its Contract Executive and Merge Power (M) Sdn Bhd as its Project Manager.

14 12 TRIplc BERHAD ( A) Management Team s Profile WONG POH CHUN, SHRYN Head of Secretarial Malaysian, aged 45 Wong Poh Chun, Shryn, joined the Group on 24 March She is the Group s Company Secretary responsible for the corporate secretarial and regulatory compliance of the Group. She is a Chartered Secretary, a holder of the Institute of Chartered Secretaries and Administrators ( ICSA ), UK qualification in 1993 and a member of the Malaysian Association of the Institute of Chartered Secretaries and Administrators ( MAICSA ). She started her career in 1985 and has an accumulated experience of 25 years with 3 years in the audit division of a public accounting firm, 4 years in the secretarial division of a public accounting firm and a legal firm and 18 years in 3 listed Main Market companies. Prior to joining TRIplc Berhad, she was a Company Secretary heading the secretarial department of a listed Main Market company, responsible for the corporate, secretarial and legal matters of the group. ABDUL QADIR MUHYIDDEAN BIN MD AROS Head of Internal Audit Malaysian, aged 36 Abdul Qadir Bin Md Aros joined the Group on 15 January. He is the Manager, Internal Audit, responsible for the internal audit of the Group. He holds a Bachelor s Degree in Accountancy (Hons) from Institut Teknologi MARA in 1998 and is a member of the Malaysian Institute of Accountants ( MIA ). He has more than 10 years experience in internal audit and risk management of various industry ranging from ship building, ship repair, engineering, construction to manufacturing. He started his career with a certified public accounting firm providing professional financial services including tax planning and secretarial services. Subsequently in 1999, he joined Business Focus Group and thereafter Oriental Food Industries Holdings Berhad in 2003 in charge of their internal audit division. Prior to joining TRIplc Berhad, he was with Mamee Double Decker (M) Berhad as its Internal Audit and Risk Management Manager.

15 Chairman s Statement Penyata Pengerusi 13 ANNUAL REPORT 2010 Dear Shareholders, On behalf of the Board of Directors of TRIplc Berhad, it is my pleasure to present the Annual Report, incorporating the audited Financial Statements of the Group and the Company, for the financial year ended 31 May Para Pemegang Saham yang dihormati, Bagi pihak Lembaga Pengarah TRIplc Berhad, dengan sukacitanya saya membentangkan Laporan Tahunan, yang menggabungkan Penyataan Kewangan Kumpulan dan Syarikat, yang telah diaudit bagi tahun kewangan berakhir pada 31 Mei 2010.

16 14 TRIplc BERHAD ( A) Chairman s Statement Penyata Pengerusi PERFOANCE REVIEW For the financial year 31 May 2010, the Group registered a lower revenue of million as compared to million in the previous financial year due to lower progress billing as a result of the construction work at Zone 1 Phase 1 of Universiti Teknologi MARA ( UiTM ) Puncak Alam Campus project being at the tail-end of its project life cycle. In early May 2010, TRIplc Ventures Sdn Bhd, a wholly owned subsidiary of the Company, executed a Concession Agreement with the Government of Malaysia and UiTM for the construction and maintenance of the facilities and infrastructure in Zone 1 Phase 2 of UiTM Puncak Alam Campus. However, the revenue contribution from the works is only expected from the next financial year. Accordingly, the Group s profit before tax and profit after tax for the current financial year under review decreased to 6.22 million and 1.14 million from the previous financial year of million and 5.21 million respectively. DIVIDEND The Board is not recommending any dividend for payment for the financial year under review due to the lower profit achieved in the financial year. Faculty of Health Science completed under Zone 1 Phase 1 Building 1 & 5 Building 2, 3 & 4 Building 6 Building 7

17 Chairman s Statement Penyata Pengerusi 15 ANNUAL REPORT 2010 ULASAN PRESTASI Bagi tahun kewangan berakhir 31 Mei 2010, Kumpulan telah mencatatkan perolehan yang lebih rendah iaitu sebanyak juta berbanding juta pada tahun kewangan yang lepas berikutan kemajuan tuntutan pembayaran yang rendah ekoran kerja pembinaan di Zon 1 Fasa 1 Projek Kampus Universiti Teknologi MARA ( UiTM ) Puncak Alam yang berada pada penghujung penyiapan projek. Pada awal bulan Mei 2010, TRIplc Ventures Sdn Bhd, anak syarikat milik penuh TRIplc Berhad, telah menandatangani Perjanjian Konsesi dengan pihak Kerajaan Malaysia dan UiTM untuk pembinaan dan penyelenggaraan fasiliti dan infrastruktur di Zon 1 Fasa 2 Kampus UiTM Puncak Alam. Walau bagaimanapun, perolehan daripada projek ini dijangka akan diperolehi pada tahun kewangan yang berikutnya. Oleh yang demikian, keuntungan sebelum cukai dan keuntungan selepas cukai Kumpulan bagi tahun kewangan semasa yang dikaji telah berkurangan kepada 6.22 juta dan 1.14 juta dari tahun kewangan sebelum ini iaitu masing-masing sebanyak juta dan 5.21 juta. DIVIDEN Pihak Lembaga Pengarah tidak mengesyorkan sebarang pembayaran dividen bagi tahun kewangan yang dikaji disebabkan oleh pencapaian perolehan keuntungan yang lebih rendah pada tahun kewangan semasa. Faculty of Pharmacy completed under Zone 1 Phase 1 Building 1 Building 2 Building 3 Building 4 Building 5

18 16 TRIplc BERHAD ( A) OPERATIONS REVIEW Chairman s Statement Penyata Pengerusi Construction During the financial year under review, on 21 July, the Group had successfully completed on time and within budget, the Zone 1 Phase 1 of the UiTM Puncak Alam Campus project on turnkey basis with contract value of over 1.0 billion, consisting of main infrastructure work, hostels for 5,000 students complete with recreational and sports facilities, academic buildings and facilities for Faculty of Health Science, Faculty of Pharmacy and Students Plaza for 10,000 students. The opening ceremony of the campus was officiated on 12 February 2010 by YAB Dato Sri Mohd Najib Bin Tun Abdul Razak, the Prime Minister of Malaysia. With this, we have built expertise in campus development. Given our experienced management team, good track record and good customer relationship, this provides the Group with competitive advantages to secure and undertake major projects. Hence, as mentioned earlier, on 4 May 2010, the Group was awarded the concession for the construction and maintenance of facilities and infrastructure in Zone 1 Phase 2 of UiTM Puncak Alam Campus via Private Finance Initiative ( PFI ). The Group is amongst the first to obtain a PFI project, a new concept of financing projects which the Government has adopted to help finance its development projects. The duration of the concession is 23 years consisting of 3 years construction works and 20 years maintenance works. Students Facilities completed under Zone 1 Phase 1 Students Accomodations Students Facilities Complex & Dining Hall Plaza Satellite Building Laboratory Lecture Theatre

19 17 ANNUAL REPORT 2010 Chairman s Statement Penyata Pengerusi ULASAN OPERASI Pembinaan Dalam tempoh tahun kewangan yang dikaji, pada 21 Julai, Kumpulan telah berjaya menyiapkan Zon 1 Fasa 1 Projek Kampus UiTM Puncak Alam secara turnkey bernilai lebih 1.0 bilion yang merangkumi kerja infrastruktur utama, kediaman pelajar untuk 5,000 pelajar dengan kemudahan rekreasi dan sukan, bangunan akademik dan kemudahan untuk Fakulti Sains Kesihatan, Fakulti Farmasi dan Plaza Pelajar untuk 10,000 pelajar, mengikut jadual dan belanjawan yang ditetapkan. Kampus tersebut telah dibuka secara rasmi pada 12 Februari 2010 oleh YAB Dato Sri Mohd Najib Bin Tun Abdul Razak, Perdana Menteri Malaysia. Secara tidak langsung, kami telah memperolehi pengalaman dan kepakaran dalam bidang pembinaan kampus. Sesungguhnya mempunyai kumpulan pengurusan yang berpengalaman, rekod kerja serta hubungan yang baik dengan pelanggan, telah memberi peluang kepada Kumpulan agar lebih berdaya saing untuk meraih dan memperolehi projek yang lebih besar. Sebagaimana yang dinyatakan sebelum ini, pada 4 Mei 2010, Kumpulan telah dianugerahkan konsesi bagi pembinaan dan penyelenggaraan fasiliti dan infrastruktur di Zon 1 Fasa 2 Kampus UiTM Puncak Alam melalui kaedah Inisiatif Pembiayaan Swasta ( PFI ). Kumpulan adalah dikalangan yang pertama memperolehi projek di bawah kaedah PFI, iaitu konsep baharu pembiayaan projek yang diperkenalkan oleh Kerajaan bertujuan membantu membiayai projek-projek pembinaan. Tempoh konsesi ini adalah untuk jangkamasa 23 tahun yang merangkumi 3 tahun untuk kerja-kerja pembinaan dan 20 tahun untuk kerja-kerja penyelenggaraan. Infrastructure and Services completed under Zone 1 Phase 1 Main Gateway to UiTM Puncak Alam Campus Faculty air conditioning plant Reservoir 33kV sub-station Transmission line Sewerage treatment plant

20 18 TRIplc BERHAD ( A) Chairman s Statement Penyata Pengerusi The works entail the design, development, construction, landscaping, equipping, installation, completion, testing and commissioning of facilities and infrastructure and to carry out maintenance works for the maintenance of the facilities and infrastructure thereafter. The facilities and infrastructure comprised academic facilities to accommodate not less than 5,000 students, hostel accommodation for 2,500 students and centralized facilities that are to be developed over a project land of approximately acres together with the necessary amenities, utilities and some fixtures and fittings. The construction of the Zone 1 Phase 2 UiTM Puncak Alam Campus is scheduled to commence in the first quarter of year In consideration, the Group will be paid concession charges comprising Availability Charges for the availability of the facilities and infrastructure and Maintenance Charges for providing of maintenance works throughout the maintenance period commencing upon the completion of the construction works. This provides assurance of a steady cash flows and a stable income for the Group for the 20 years under the maintenance period. With our involvement and experience in turnkey projects coupling with our additional knowledge in PFI projects, we have the competitive advantage and confidence to enhance our position in the industry. Property Development and Project Management This sector is mainly on sales of properties under our 600 acres mixed development project at Section U10, Shah Alam, Selangor. In view of the improving global economic recovery and favourable perception of the property market conditions, the Group looks forward to greater contributions from this sector in the near future. A task force has also been set-up under this sector headed by a Director to further improve the revenue and earnings of this sector. PROSPECTS The Group expects its prospects for the coming year to be encouraging with the general improvement in the global as well as local economic conditions. Nevertheless, the Group will continue to employ vigilance and proactive management in our operating processes to further enhance the Group s competitiveness and market presence. The Group intends to maintain its momentum through its current strategy of focusing on core businesses and optimizing resources and costs. We foresee that with the expected roll-out of the upcoming 10th Malaysia Plan, there will be ample opportunity for the Group to help the Government to implement some of its initiatives with our good track record. This augurs well for the Group. We anticipated that the Group s operating performance for the forthcoming year will be satisfactory and continue to generate profitable growth. Residential units at Taman Puncak Perdana, Section U10, Shah Alam, Selangor Townhouses Resak Apartments

21 Chairman s Statement Penyata Pengerusi 19 ANNUAL REPORT 2010 Kerja-kerja Zon 1 Fasa 2 melibatkan rekabentuk, pembangunan, pembinaan, landskap, kelengkapan, pemasangan, penyiapan, ujian dan melengkapkan kemudahan dan infrastruktur dan seterusnya melaksanakan kerja-kerja penyelenggaraan berkaitan dengan penyelenggaraan kemudahan dan infrastruktur. Kemudahan dan infrastruktur terdiri daripada kemudahan akademik untuk menampung tidak kurang daripada 5,000 orang pelajar, kediaman untuk 2,500 orang pelajar dan kemudahan berpusat yang akan dibangunkan di atas tapak projek seluas kira-kira ekar berserta kemudahan asas, utiliti dan kelengkapan perabot dalaman. Kerja-kerja pembinaan di Zon 1 Fasa 2 Kampus UiTM Puncak Alam dijadualkan akan bermula pada suku pertama tahun Di bawah Konsesi tersebut juga, Kumpulan akan dibayar caj konsesi yang merangkumi Availability Charges untuk penyediaan kemudahan dan infrastruktur serta Maintenance Charges untuk penyediaan kerja-kerja penyelenggaraan sepanjang tempoh penyelenggaraan bermula dari masa kerjakerja pembinaan berakhir. Ini akan memberikan jaminan aliran tunai yang berterusan serta pendapatan yang stabil kepada Kumpulan selama 20 tahun dalam tempoh penyelenggaraan. Melalui penglibatan dan pengalaman melaksanakan projek turnkey serta pengetahuan tambahan di dalam projek PFI, kami mempunyai daya saing dan keyakinan untuk meningkatkan kedudukan kami di dalam industri ini. Pembangunan Hartanah dan Pengurusan Projek Sektor ini lebih menumpu kepada jualan hartanah seluas 600 ekar menerusi projek pembangunan bercampur di Seksyen U10, Shah Alam, Selangor. Berikutan pertumbuhan ekonomi global yang memberangsangkan dan juga persepsi tentang keadaan pasaran hartanah yang menggalakkan, Kumpulan meletakkan harapan untuk melihat sumbangan yang lebih besar dari sektor ini dalam masa yang terdekat. Satu pasukan khas telah ditubuhkan di bawah sektor ini yang diketuai oleh seorang ahli Lembaga Pengarah bagi tujuan meningkatkan perolehan dan pendapatan sektor ini. PROSPEK Kumpulan menjangkakan prospek bagi tahun yang akan datang adalah menggalakkan berikutan peningkatan keseluruhan keadaan ekonomi global dan juga ekonomi dalam negara yang lebih baik. Walau bagaimanapun, Kumpulan akan terus melaksanakan pengurusan yang berjaga-jaga dan proaktif dalam proses operasi bagi meningkatkan persaingan Kumpulan serta kehadirannya dalam pasaran. Kumpulan bercadang untuk mengekalkan momentumnya melalui strategi semasa dengan memberi tumpuan kepada perniagaan teras dan mengoptimakan sumber serta kosnya. Kami meramalkan bahawa dengan pembentangan Rancangan Malaysia ke-10 yang akan datang, terdapat banyak peluang untuk Kumpulan membantu Kerajaan melaksanakan sebahagian daripada matlamatnya berdasarkan rekod prestasi kami yang baik. Ini memberikan petanda yang baik kepada Kumpulan. Kami juga menjangkakan prestasi operasi Kumpulan bagi tahun akan datang lebih memuaskan dan akan menjana keuntungan yang berterusan. Artist impression of Facilities under Zone 1 Phase 2 Students Accomodations & Surau Faculty of Business Management, Accountancy and Hotel Management & Tourism

22 20 TRIplc BERHAD ( A) Chairman s Statement Penyata Pengerusi In considering of the above, and with the successful securing of the concession for the construction and maintenance of Zone 1 Phase 2 of UiTM Puncak Alam Campus, our prospect for upliftment of the Company s status as an affected listed issuer under the amended Practice Note 17/2005 ( PN17 ) of the Listing Requirements of Bursa Malaysia Securities Berhad is good. ACKNOWLEDGEMENT The success of the Company is attributable to the efforts of many parties. On behalf of my fellow Board members, I would like to acknowledge the trust and confidence our shareholders have in us. Our heartfelt gratitude also goes to all our valued government authorities, business associates, clients, bankers and sub-contractors for placing their confidence and trust in the Group and we wish to thank them for their continuing trust and support. As always, we thank the Management and Staff for their efforts, loyalty and dedication to the Group. Similarly, I would like to extend my heartfelt thanks to my fellow Board members for their advice and contributions to the Group. The Board also wishes to express our thanks to our former Managing Director, YBhg Dato Hashim Bin Mahfar, who resigned from the Board on 31 December. He has served the Group well throughout his tenure and we wish him well in all his future endeavours. DATO ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBS Chairman 28 September 2010 Setelah mempertimbangkan perkara di atas, dan dengan kejayaan mendapatkan konsesi untuk pembinaan dan penyelenggaraan Fasiliti dan Infrastruktur di Zon 1 Fasa 2 Kampus UiTM Puncak Alam, harapan kami untuk melepaskan Syarikat dari Pindaan Nota Amalan 17/2005 ( PN17 ) mengikut Keperluan Penyenaraian Bursa Malaysia Securities Berhad adalah cerah. PENGHARGAAN Kejayaan Syarikat adalah hasil usaha dari pelbagai pihak. Bagi pihak ahli Lembaga Pengarah, saya ingin mengucapkan penghargaan di atas kepercayaan dan keyakinan yang diberikan oleh pemegang-pemegang saham terhadap kami. Setinggi-tinggi penghargaan juga diucapkan kepada semua pihak berkuasa kerajaan, rakan-rakan perniagaan, pelanggan-pelanggan, bank-bank dan subkontraktor- subkontraktor di atas keyakinan dan kepercayaan yang diberikan kepada Kumpulan dan kami mengucapkan terima kasih kepada mereka di atas kepercayaan dan sokongan mereka yang berterusan. Seperti biasa, kami juga ingin mengucapkan terima kasih kepada pihak Pengurusan dan Kakitangan atas usaha, kesetiaan dan dedikasi mereka kepada Kumpulan. Saya juga ingin mengucapkan setinggitinggi penghargaan kepada semua ahli Lembaga Pengarah di atas nasihat dan sumbangan mereka kepada Kumpulan. Pihak Lembaga juga ingin merakamkan penghargaan kami kepada mantan Pengarah Urusan, YBhg Dato Hashim Bin Mahfar, yang telah meletak jawatan di dalam Lembaga pada 31 Disember. Beliau telah memberikan khidmat yang cemerlang kepada Kumpulan sepanjang tempoh perkhidmatan beliau dan kami mendoakan kesejahteraan serta kejayaan beliau pada masa-masa yang akan datang. DATO ZOLKIPLI BIN ABDUL DPMP, DIMP, JSM, KMN, PBS Pengerusi 28 September 2010 Panoramic view of proposed development of Zone 1 Phase 2 on platform within completed Zone 1 Phase 1

23 21 ANNUAL REPORT 2010 Corporate Diary 16 JUNE Handing Over Ceremony of Main Infrastructure Works of Zone I Phase I Universiti Teknologi MARA ( UiTM ) Puncak Alam Campus. A handing over ceremony of Main Infrastructure Works of Zone I Phase 1 UiTM Puncak Alam Campus to UiTM was held at the courtyard of the site office at the campus. 1 & 2 AUGUST Paintball Tournament A paintball tournament with Kuala Selangor District Council was held at Paintball Arena Stadium Kuala Selangor. 9 SEPTEMBER Awareness Training for New Revision ISO 9001 Standard A training on the new revision of ISO 9001 standard was held at both the corporate office and site office of the Company for all staff to better understand the new revised standard. 5 to 8, 12 to 15, 19 to 22 and 26 & 27 OCTOBER Training on MS-Office - Second Cycle A second cycle of training on MS-Office was conducted at Wisma Microcorp to enhance staff knowledge on the usage of MS-Office software for all modules on Word, Excel, Power Point and Outlook. 24 NOVEMBER TRIplc Annual General Meeting ( AGM ) TRIplc held its 17th AGM at Holiday Inn Glenmarie.

24 22 TRIplc BERHAD ( A) 2010 Corporate Diary 12 FEBRUARY 2010 Opening Ceremony of Phase 1 of UiTM Puncak Alam Campus The Prime Minister, YAB Dato Sri Mohd Najib Bin Tun Abdul Razak officiated the opening of Phase 1 of UiTM Puncak Alam Campus. 10 APRIL 2010 Talk on Zakat A talk on zakat was organized at the corporate office of the Company with officer from Lembaga Zakat Selangor briefing staff on matters relating to zakat. 20 APRIL 2010 Internal Auditors Upgrading Training & Assessment for New Revision ISO 9001 Standard An upgrading training and assessment on the new revision of ISO 9001 standard was held at the site office of UiTM Puncak Alam Campus to previously qualified internal auditors to upgrade their knowledge and make them competent to the new revised standard. 4 MAY 2010 Concession Agreement Signing Ceremony A Concession Agreement signing ceremony for development of UiTM branch campuses by way of Private Finance Initiative ( PFI ) between the Ministry of Higher Education, UiTM and concessionaires was held at Shangri-La Hotel, Putrajaya. 3 & 4 and 10 & 11 MAY 2010 Basic Fire Fighting Training Course A basic fire fighting training course was held from 3 to 4 May 2010 at the corporate office of the Company and from 10 to 11 May 2010 at the site office at UiTM Puncak Alam Campus to provide staff with basic knowledge and practical approaches in fire fighting.

25 Corporate Social Responsibility Statement 23 ANNUAL REPORT 2010 The Group is aware of its corporate social responsibility ( CSR ) and constantly strives to play its part in enhancing efforts to become a socially responsible corporate entity. The Group undertakes its corporate social responsibility conscientiously by doing business in a responsible manner, for the stakeholders, employees, business associates and the community at large. ENVIRONMENT The Group endeavours to preserve the environment in all its project sites by practicing, amongst others, the following: Complying with the rules and directives set by the authorities on environmental safety and protection. Building of proper drainage and water discharge systems in addition to other preventive measures such as sedimentation ponds, silt traps and bunkers to prevent wastes being discharged into rivers particularly during heavy downpours. Implementing effective controlled earthworks procedure and flood mitigation controls that includes adequate earth drainage and detention ponds to regulate rainwater flow to prevent flooding of surrounding low-lying areas. Putting in place preventive measures such as phased developments, hill slopes turfing, progressive revegetation, hydro-seeding, slope stabilisation and silt/sediment traps to avoid soil erosion and sedimentation. Forbidding open burning to prevent smoke and carbon dioxide emissions affecting the air quality of the surrounding areas. Using of proper piling methods during foundation works to reduce noise pollution. COMMUNITY The Group has always played its role in supporting the community through donation to charitable organisations, sponsorships of worthy causes or support events that raise awareness of a community s needs or by supporting associations to organise events for the wider community such as donations to charitable organisations and contributions to national programme and charitable golf tournament. WORKPLACE The Group strongly believes that its human resource is the key asset that drives the organisation to greater success and hence, constantly invests in its employees through the following approaches: Ensuring that the health and safety of its employees are taken care of at the workplace by setting-up of a Safety Committee to monitor, review and improve on health and safety rules, operations and performance and to raise and promote health and safety awareness at all levels by organising talks on fire safety and fire prevention methods. Quarterly staff gathering

26 24 TRIplc BERHAD ( A) Corporate Social Responsibility Statement Ensuring that staff welfare is taken care of by providing a comprehensive group health insurance policy to cover them in the event of hospitalisation and for normal illness and accident cases. A Group Term Life Insurance Policy is provided for each staff to meet untoward incidents. Ensuring a harmonious workplace by practising non-prejudicial policies against any race, gender or age, which serve as the overall guiding principle promulgating basic human and labour rights for maintaining good governance and a healthy and professional workplace. Upgrading of employees skill, knowledge and experience in order for them to excel in their work performances by organizing relevant training programme and workshops for continuous improvement. Promoting a balance healthy work-life with the formation of a sports club to promote sports and social activities. Promoting and instill sense of belongings among employees by creating a platform for staff to interact via staff gatherings held periodically. Providing competitive remuneration package to the employees. MARKETPLACE The Group recognises the importance of market confidence on the Group s business operations and business conduct hence, various best practices, policies and procedures on excellent business ethics and values, good corporate governance and procurement policies, quality and stakeholder engagement are enforced throughout the Group such as: Implementation of an effective and efficient operational structure for timely delivery of quality products and services, accident-free operations, elimination of occupational health hazards and environmental conservation and preservation with continuous maintenance programs. Practising of good governance with commitment in ensuring true and fair financial reporting and maintenance of a proper risk management framework for safeguarding the Group s assets and prevention of fraud and other irregularities. Disclosure and communication of quality information to investors, regulators, customers, suppliers, employees and general public with proper accountability and transparency. Controlling of the purchasing process to ensure that materials and/or services are purchased to satisfy clients requirements and contract specifications in terms of pricing, quality, availability and timely delivery. Carrying out regular reviews, process improvements and quality control assessments to continuously enhance the production process and quality of products and services to prevent product defects, accidents, health and environmental hazards, at the same time satisfying customers requirements and meeting the needs of stakeholders and the communities at large. This statement is made in accordance with a resolution of the Board of Directors dated 28 September Tokens were given out to staff in conjunction with their birthdays, weddings and sharing of their joy for newborns

27 Corporate Governance Statement 25 ANNUAL REPORT 2010 INTRODUCTION The Board of Directors of the Company recognises the importance of good corporate governance for safeguarding the interest of all stakeholders and enhancement of shareholders value and thus, is committed to the conduct of good governance practice throughout the Group with integrity, transparency and professionalism for the competitiveness, growth and sustainability of the organisation. PURPOSE This statement outlines the manner in which the Group has applied the principles of good governance and the extent to which it has complied with the best practices set out in the Malaysian Code of Corporate Governance ( the Code ). The Board will continuously evaluate the corporate governance practices adopted by the Group to ensure its management practices and systems are in line with the underlying tenets of the principles and best practices. Board of Directors (i) Board Composition The Board of the Company consists of six (6) members of which two (2) are Executive Directors and four (4) are Independent Non-Executive Directors which complies with the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) on board composition. Encik Jumsi Bin Batri has been identified by the Board as the Senior Independent Non-Executive Director of the Board to whom concerns of shareholders may be conveyed. The role of the Independent Non-Executive Chairman and the Managing Director are distinct and separate. The Independent Non-Executive Chairman avails himself to provide clarifications on issues that are raised by the shareholders and investors to ensure the integrity and effectiveness of the governance process of the Board. The Independent Non-Executive Chairman also maintains regular dialogues with the Managing Director on all operational matters and acts as the facilitator at Board meetings. The current Independent Non-Executive Chairman did not previously hold the position of Chief Executive Officer and Managing Director in the Group. The Managing Director has the overall responsibilities over the subsidiaries, organisational and operational effectiveness and implementation of Board s policies and decisions. (ii) Board Duties and Responsibilities The Board comprise members with a wide range of experience in relevant fields such as finance, accounting, business, economics, public administration and technical aspects which are vital for the successful direction of the Group. A brief profile of each Director is presented in pages 7 to 9 of this Annual Report. All Board members bring an independent judgement to bear on issues of strategy, performance, resources and standard of conduct. (iii) Supply of Information The Board meets at least four (4) times in a year and additional meetings may be held as and when required.

28 26 TRIplc BERHAD ( A) Corporate Governance Statement During the financial year ended 31 May 2010, six (6) Board of Directors Meetings were held and the details of attendance of each of the Directors are as follows: Number of Meetings Held during Directors No. Name of Directors Tenure in Office 1. Dato Zolkipli Bin Abdul Dato Ibrahim Bin Md Yusof (Appointed on 1 January 2010) Number of Meetings Attended 3. Ar Mohd Khalid Bin Mohammed Yusuf Jumsi Bin Batri Nurjannah Binti Ali Ibrahim Bin Topaiwah 1 1 (Appointed on 31 March 2010) 7. Dr Abdul Latif Bin Shaikh Mohamed - - (Resigned on 26 June ) 8. Dato Hashim Bin Mahfar (Resigned on 31 December ) 4 4 The Chairman is responsible for organising the agenda for the Board Meetings. Every member of the Board is provided in advance of the Board Meeting with a Board Agenda and a set of papers comprising reports and other relevant information to enable the Board to discharge its responsibilities. The Board Papers include amongst others, the financial performance of the Group, the performance of the projects of the Group and major operational, financial and corporate issues. In addition, there is a schedule of matters specifically reserved for the Board s decision which includes the approval of the Group s annual budget, documents of material contractual nature, corporate plans and proposals, changes to the structure of the Group, including key policies and procedures. All Directors have access to all information within the Group whether as a full Board or in their individual capacity. The Directors may also obtain independent professional advice in the furtherance of their duties at the Company s expense in accordance with the procedure of the Company and all Directors have access to all staff for information and the advice and services of the Company Secretary in carrying out their duties. (iv) Board Committees The Board has delegated certain functions to the Committees it established to assist in the execution of its responsibilities for the Group. Each Board Committee operates under clearly defined terms of reference. The minutes of the respective Committees are incorporated in the Board Papers for the Board s information. The composition and function of each Committee is as set out below: Audit Committee The Audit Committee was established on 6 July The composition, terms of reference and activities of the Audit Committee are set out in pages 33 to 37 of this Annual Report. Nomination Committee The Nomination Committee was established on 11 December 2001 and comprise the following members: Nurjannah Binti Ali, Chairman Dato Zolkipli Bin Abdul, Member (Appointed on 26 June ) Jumsi Bin Batri, Member Dr Abdul Latif Bin Shaikh Mohamed, Member (Resigned on 26 June ) (Independent Non-Executive Director) (Independent Non-Executive Director) (Independent Non-Executive Director) (Non-Independent Non-Executive Director)

29 27 ANNUAL REPORT 2010 Corporate Governance Statement The functions of the Nomination Committee are: To identify and recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board. To consider, in making its recommendations, candidates for directorships proposed by the Managing Director and, within the bounds of practicability, by any other senior executive or any Director or shareholder. To recommend to the Board, Directors to fill the seats on Board Committees. To review annually the required mix of skills and experience and other qualities, including core competencies which non-executive directors should bring to the Board. To assess annually the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director on an ongoing basis. The Nomination Committee will meet as required. Four meetings, which were attended by all members, were held during the financial year. Remuneration Committee The Remuneration Committee was established on 11 December 2001 and comprise the following members: Nurjannah Binti Ali, Chairman Dato Ibrahim Bin Md Yusof, Member (Appointed on 1 January 2010) Jumsi Bin Batri, Member Dr Abdul Latif Bin Shaikh Mohamed, Member (Resigned on 26 June ) Dato Hashim Bin Mahfar, Member (Resigned on 1 January 2010) (Independent Non-Executive Director) (Managing Director) (Independent Non-Executive Director) (Non-Independent Non-Executive Director) (Managing Director) The functions of the Remuneration Committee are: To develop and recommend to the Board the remuneration package of the Executive Directors in all its forms, drawing from outside advice as necessary. To review the annual remuneration package to be paid to each Director for his services as a member of the Board such that the levels of remuneration are sufficient to attract and retain the Directors needed to run the Company successfully. The Remuneration Committee will meet as required. One meeting, which was attended by all members, was held during the financial year. ESOS Committee The ESOS Committee was established on 13 November 2002 and comprise the following members: Dato Zolkipli Bin Abdul, Chairman Dato Ibrahim Bin Md Yusof, Member (Appointed on 1 January 2010) Jumsi Bin Batri, Member Dato Hashim Bin Mahfar, Member (Resigned on 1 January 2010) (Independent Non-Executive Director) (Managing Director) (Independent Non-Executive Director) (Managing Director)

30 28 TRIplc BERHAD ( A) Corporate Governance Statement The ESOS Committee is responsible for administering and regulating its own proceedings in such manner as it shall in its discretion deem fit, do all acts and things, execute all documents and delegate any of its powers and duties relating to the Employees Share Option Scheme ( the Scheme ) as it may in its discretion consider to be necessary or desirable for giving effect to the Scheme and within such powers and duties as are conferred upon it by the Board and shall include the powers to: construe and interpret the ESOS Bye-Laws, the Scheme, Offer Letter and options granted under the Scheme, to define the terms therein and to recommend to the Board to establish, amend and revoke rules and regulations relating to the Scheme and its administration subject to the provisions of the Scheme. The ESOS Committee in the exercise of this power may correct any defect, supply any omission, or reconcile any inconsistency in the ESOS Bye-Laws or in any documents pursuant thereto, including any agreement providing for an option, in a manner and to the extent it shall deem necessary to expedite and make the Scheme fully effective. determine all issues of policy and expediency that may arise in the administration of the Scheme and generally exercise such powers and perform such acts as are deemed necessary or expedient to promote the best interests of the Company. The ESOS Committee will meet on a need basis subject to a minimum of at least two times a year. Two meetings, which were attended by all members, were held during the financial year. Board Management Committee The Board Management Committee was established on 26 April 2010 and comprise the following members: Dato Ibrahim Bin Md Yusof, Chairman Ar Mohd Khalid Bin Mohammed Yusuf, Member Chan Yuet Leng, Member Rohani Binti Othman, Member (Managing Director) (Executive Director, Operations) (General Manager, Corporate Finance & Accounts) (Assistant General Manager, Corporate Services) The Board Management Committee is responsible in reviewing and approving all matters of the Group except for a formal schedule of matters specifically reserved for the Board s decision. In cases where there is doubt, it shall then be tabled to the Board for consideration and approval. The Board Management Committee shall meet as and when the need arises. (v) Appointments to the Board The Nomination Committee is responsible in reviewing the composition of the Board and Board Committees annually and makes recommendations to the Board where considered necessary to ensure the Board and the Board Committees comprises an appropriate mix of skills and experience. (vi) Re-election In accordance with the Articles of Association of the Company, all Directors who are appointed to the Board are subject to election by shareholders at the first Annual General Meeting after their appointment and one-third or nearest one-third of the Directors, excluding those who are newly appointed to the Board, are required to retire by rotation at each Annual General Meeting. The Directors to retire in each year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Similarly, this means that all Directors will stand for re-election at least once in every three (3) years. As such, Encik Jumsi Bin Batri who retire by rotation pursuant to Article 88 of the Company s Articles of Association is subject to election by shareholders at the 18th Annual General Meeting. YBhg Dato Ibrahim Bin Md Yusof and Encik Ibrahim Bin Topaiwah who were just appointed to the Board on 1 January 2010 and 31 March 2010 respectively will be subjected to election by shareholders under Article 95 at the same meeting.

31 29 ANNUAL REPORT 2010 Corporate Governance Statement (vii) Directors Training and Orientation of New Directors All the Directors have completed the Mandatory Accreditation Programme ( MAP ) organised by Bursa Securities. During the financial year under review, the Directors have attended the relevant training programmes identified by the Board as follows: No. Director Course Title Date Held 1. Dato Zolkipli Bin Abdul 1) MICPA - Bursa Malaysia Business Forum 9 & 10 November 2. Dato Ibrahim Bin Md Yusof (Appointed on 1 January 2010) Ar Mohd Khalid Bin Mohammed Yusuf 1) 2) 3) 4) 5) Corporate Governance Guide - Towards Boardroom Excellence Datum: KL Directors Training: Getting Up To Speed With Governance (Part I & II) Budget Tax Perspective MICPA - Bursa Malaysia Business Forum 2 July 3 & 4 July 15 & 29 July 5 November 9 & 10 November 4. Jumsi Bin Batri 1) 2) 3) 4) 5) 6) 5. Nurjannah Binti Ali 1) 7) 8) 2) 3) 4) Forum on CG Guide The Role Of Market Players In Influencing Good CG Practices Amongst PLCs Governance In Action In Today s World Internal Auditing: Assurance And Value Creation CG Best Practices Directors Training: Getting Up To Speed With Governance (Part I) MICPA - Bursa Malaysia Business Forum The Challenges Of Implementing FRS 139 The Role Of Market Players In Influencing Good CG Practices Amongst PLCs Internal Auditing: Assurance And Value Creation CG Best Practices Corporate Governance: Constructing An Effective Board & Updates On Financial Reporting Standards 8 June 9 June 10 June 11 June 11 June 15 July 9 & 10 November 30 November 9 June 11 June 11 June 10 December 6. Ibrahim Bin Topaiwah (Appointed on 31 March 2010) 7. Dr Abdul Latif Bin Shaikh Mohamed (Resigned on 26 June ) 8. Dato Hashim Bin Mahfar (Resigned on 31 December ) In relation to the orientation of new Directors, it is a policy of the Board that it shall be the responsibility of the Chairman or the Managing Director of the Company where appropriate, to ensure that all newly appointed Directors are provided with the appropriate orientation involving briefing the new Directors on the corporate structure and business of the Group and introduction to other members of the Board and Senior Management staff.

32 30 TRIplc BERHAD ( A) Corporate Governance Statement Directors Remuneration (i) The Level and Make-up of Remuneration The Group s policy on Directors remuneration is to ensure that the Directors are adequately remunerated for the services they render. The remuneration package of the Executive Directors is structured to commensurate with corporate and individual performance, seniority in service, experience and scope of responsibility. In respect of the Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken. (ii) Procedure The Remuneration Committee is responsible for reviewing the remuneration policy for Executive Directors to ensure they are rewarded appropriately for their contributions to the Group s growth and profitability. The remuneration of the Executive and Non-Executive Directors is a matter for consideration by the Board as a whole. The Directors shall abstain from discussions pertaining to their own remuneration packages. (iii) Disclosure The details of Directors remuneration for the financial year ended 31 May 2010 are summarised as below: The aggregate remuneration of Directors received/receivable from the Company and its subsidiary companies categorised in the following components are: Executive Directors Non-Executive Directors Total Directors fees () - 37,411 37,411 Salaries & Bonus () 838, ,050 Employees Provident Fund () 121, ,210 Fixed allowances () - 118, ,000 Meeting allowances () 6,600 23,300 29,900 Benefits-in-kind () 164,359 29, ,616 1,130, ,968 1,338,187 The number of Directors whose remuneration falls within each of the following successive bands of 50,000 are: Number of Directors Range of Remuneration Executive Non-Executive Below 50, ,001 to 100, ,001 to 150, ,001 to 200, ,001 to 250, ,001 to 300, ,001 to 350, ,001 to 400, ,001 to 450, ,001 to 500,

33 31 ANNUAL REPORT 2010 Corporate Governance Statement Shareholders (i) Dialogue between the Company and Investors The Company acknowledges the importance of communication with its shareholders, institutional and potential investors. As such, major corporate developments and events are duly and promptly announced to its shareholders and potential investors via Bursa Securities. In addition, the Company also ensures timely release of the financial results on a quarterly basis to provide its shareholders and potential investors an overview of the Group s performance and operations. To further enhance investor relations and shareholders communication, the Group has established a website at The corporate, financial and market information of the Company are accessible from the website. Any enquiries or concerns regarding the Company may also be conveyed via info@ triplc.com.my through the Contact Us page or in writing to the following: The Company Secretary TRIplc Berhad No. 6 & 8, Jalan Apollo CH U5/CH Bandar Pinggiran Subang, Seksyen U Shah Alam Selangor Darul Ehsan The Company will hold open dialogues with institutional shareholders upon request or when the need arises whilst ensuring that the information disclosed complies strictly with the Listing Requirements of Bursa Securities. The above are based on the Company s policy to adopt an open and transparent policy in respect of the Company s relationship with its investors and shareholders and to use the Company s best endeavours to identify and evaluate issues of concern to the investors and shareholders. (ii) The Annual General Meeting The Annual General Meeting is also a means of communication with shareholders. At least 21 days prior to the Annual General Meeting, the Annual Report and Circular to Shareholders (if any) will be mailed to the shareholders to inform them of the financial performance and other corporate information relating to the Group. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Shareholders are given the opportunity to seek and clarify any pertinent and relevant issues raised in the meeting in relation to the operations and performance of the Group and to exchange views with the Board members. Where appropriate, a press conference is held immediately after the Annual General Meeting where the members of the media are advised of the resolutions passed and to answer questions in relation to the Group s operations posed by the reporters. Accountability and Audit (i) Financial Reporting The Board is responsible for ensuring a balanced and understandable assessment of the Group s financial position and prospects in its quarterly and annual reports and other price-sensitive public reports and reports to the regulators. The Audit Committee assists the Board by reviewing the disclosure information to ensure completeness, accuracy and validity of the information in the reports. A Statement on Directors Responsibility and a Statement by Directors together with a Statutory Declaration made in relation to the preparation of the annual audited financial statements are set out below and in page 46 of this Annual Report.

34 32 TRIplc BERHAD ( A) Corporate Governance Statement (ii) Directors Responsibility Statement in Respect of Audited Financial Statements Pursuant to the Companies Act 1965, Directors are required to prepare 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 financial year end and of the results of the Group and of the Company for that period. In preparing the financial statements of TRIplc Berhad, the Directors have ensured that appropriate accounting policies have been used and applied consistently and supported by reasonable and prudent judgements and estimates. The Directors have also ensured that all applicable approved accounting standards in Malaysia have been followed. To enable the Directors to ensure that the financial statements comply with the provisions of the Companies Act 1965, the Directors have ensured that proper accounting records have been kept which are able to disclose with reasonable accuracy at any time, the financial position of the Company. (iii) Internal Control An Internal Control Statement is set out in pages 38 to 39 of this Annual Report which provides an overview of the Company s approach in maintaining a sound system of internal control to safeguard shareholders investment and the Group s assets. (iv) Relationship with the Auditors The Board has via the Audit Committee, established a formal and transparent arrangement for maintaining an appropriate relationship with its external auditors. The role of the Audit Committee in relation to the external auditors is described in the Audit Committee Report in pages 33 to 37 of this Annual Report. This statement is made in accordance with a resolution of the Board of Directors dated 28 September 2010.

35 33 ANNUAL REPORT 2010 Audit Committee Report Introduction The Board of Directors of the Company is pleased to present the report of the Audit Committee for the financial year ended 31 May Purpose The Audit Committee assists the Board in ensuring the integrity of the Group s financial procedures and internal control systems to safeguard assets, manage risks and promote sound and profitable business operations. Membership and Attendance The members of the Audit Committee and their attendance at each of the Audit Committee Meeting held during the financial year ended 31 May 2010 are as follows: Composition of No. the Committee 1. Jumsi Bin Batri Chairman 2. Dato Zolkipli Bin Abdul Member (Resigned on 1 July 2010) 3. Nurjannah Binti Ali Member 4. Ibrahim Bin Topaiwah Member (Appointed on 31 March 2010) Designation Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Number of Meetings Held Whilst in Office Number of Meetings Attended Composition and Terms of Reference of the Audit Committee 1. Composition i. Members The Audit Committee shall be appointed from the members of the Board and shall comprise of not less than three (3) members, of which all shall be non-executive directors with a majority of them being independent directors and at least one (1) member of the Audit Committee: a. must be a member of the Malaysian Institute of Accountants; or b. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years working experience and: he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Acountants Act 1967; or c. fulfills such other requirements as prescribed or approved by the Exchange. No alternate director shall be appointed a member of the Audit Committee.

36 34 TRIplc BERHAD ( A) Audit Committee Report ii. Retirement and Resignation Where the members for any reason are reduced to less than three (3), the Board shall within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number. iii. Chairman The members of the Audit Committee shall elect a Chairman from among their number who shall be an independent director. iv. Term of Office and Performance of Members 2. Meetings The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether the Audit Committee and members have carried out their duties in accordance with the terms of reference. i. Frequency of Meetings There shall be a minimum of four (4) meetings in a financial year. Upon the request of its members, the management, the internal auditors or the external auditors, the Chairman of the Audit Committee shall convene a meeting of the Audit Committee to consider any matter within the scope and responsibilities of the Audit Committee or any matter the external auditors believe should be brought to the attention of the directors or shareholders. At least twice a year, the Audit Committee shall meet with the external auditors without any executive officer of the Group being present. ii. Quorum Two (2) members present of which a majority must be independent directors shall form a quorum. iii. Secretary The Company Secretary shall act as the Secretary of the Audit Committee. iv. Attendance of Other Directors and Employees Other directors and employees shall only attend any particular Audit Committee meeting only at the Audit Committee s invitation, specific to the relevant meeting. v. Voting Any questions arising at any meeting of the Audit Committee shall be decided by a majority of votes. In case of an equality of votes, the votes of the independent directors shall prevail. vi. Agenda The Secretary shall be responsible, in conjunction with the Chairman, for drawing-up the agenda and circulating it, supported by explanatory documentation to all the Audit Committee members and any persons that may be required to attend. vii. Reporting Procedure The Secretary shall be responsible for keeping the minutes of meetings of the Audit Committee and circulating them to all the members of the Board. The minute book shall also be opened to the inspection of any member of the Audit Committee and of the Board.

37 35 ANNUAL REPORT 2010 Audit Committee Report 3. Authority The Audit Committee shall: i. have the authority to investigate any matter within its terms of reference; ii. iii. iv. have the resources which are required to perform its duties; have full and unrestricted access to any information pertaining to the Company; have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity; v. be able to obtain independent professional or other advice; and vi. be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Group, whenever deemed necessary. 4. Duties and Responsibilities The duties and responsibilities of the Audit Committee are: i. to serve as a focal point for communication between non-audit committee directors, the external auditors, internal auditors and the Management; ii. iii. to assist the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Group and the sufficiency of auditing relative thereto; and to assist the Board in assuring the independence of the Company s external auditors, the integrity of management, the adequacy of disclosures to shareholders, and the adequacy and integrity of internal controls. 5. Functions The functions of the Audit Committee should include the review and report of the following to the Board of the Company: i. Internal Audit to review the adequacy of the scope, functions, competency and resources of the internal audit functions, and that it has the necessary authority to carry out its work; to review the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and where necessary, ensure that appropriate action is taken on the recommendations of the internal audit function; to review any appraisal or assessment of the performance of members of the internal audit function; to approve any appointment or termination of senior staff members of the internal audit function; to note resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; and to consider the major findings of internal investigations and management s responses, and ensure appropriate actions are taken on the recommendations of the internal audit function. ii. External Audit to discuss with the external auditors before the audit commences, their audit plan and ensure coordination where more than one audit firm is involved;

38 36 TRIplc BERHAD ( A) Audit Committee Report to discuss with the external auditors, their evaluation of the system of internal controls; to discuss with the external auditors, their audit report; to discuss with the external auditors on the assistance given by the employees to the external auditors; to discuss problems and reservations arising from the interim and final audits, and any matters the external auditors may wish to discuss (in the absence of Management where necessary); to review with the external auditors, their management letter and management s response; to consider and recommend the appointment of the external auditors, the audit fee and any questions of resignation or dismissal; and to approve the provision of non-audit services by the external auditors. iii. Financial Reporting to review the quarterly results and annual financial statements, prior to the approval by the Board, focusing particularly on: - any changes in or implementation of any accounting policies and practices; - significant adjustments and unusual events arising from the audit; - the going concern assumption; and - compliance with accounting standards and other legal requirements; and to review all prospective financial information provided to the regulators and/or the public. iv. Risk Management To oversee the risk management function of the Group including the adequacy and integrity of the Group s internal control system and report to the Board significant changes in the business and the external environment which affect key risks. v. Related Party Transactions To consider any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity. They are also required to ensure that the Board report such transactions annually to the shareholders via the annual report. vi. ESOS To verifiy the options allocation of the Company s Employees Share Option Scheme ( ESOS ) at the end of each financial year to ensure they are in compliance with the allocation criteria of the share option. vii. Reporting of Breaches To report promptly to Bursa Malaysia Securities Berhad on any matter reported by it to the Board of Directors, which has not been satisfactorily resolved resulting in the breach of the Listing Requirements of Bursa Malaysia Securities Berhad. viii. Other matters To consider other matters as may be directed by the Board from time to time. Summary of Activities of the Audit Committee for the Financial Year During the financial year 2010, the Audit Committee had carried out, inter alia, the following activities: (i) Reviewed the audit strategy, audit plan and scope of work of the external auditors and their audit fee;

39 37 ANNUAL REPORT 2010 Audit Committee Report (ii) (iii) (iv) (v) (vi) (vii) Reviewed the findings of the external auditors, particularly issues raised in the management letter and the management s response; Reviewed the unaudited quarterly financial results announcements and the audited financial statements of the Group; Reviewed and approved the annual audit plan proposed by the Internal Auditors; Monitored the implementation of the annual audit plan and ensured sufficient internal audit coverage was accorded on all areas of the Group s business and activities; Reviewed the findings and recommendations of the Internal Auditors with respect to system and control weaknesses; Reviewed related party transactions that arose within the Group, if any; (viii) Reviewed the Internal Control Statement; (ix) (x) (xi) (xii) Reviewed the Annual Report; Reviewed the Risk Management Working Committee s reports and assessments; Discussed on issues and concerns affecting the Group with the external auditors without the presence of the Management; The Internal Auditors assisted in the verification of the options allocations of the ESOS of the Company. The Audit Committee is satisfied that the options allocation during the financial year is consistent with the criteria set out in the Bye-Laws of the ESOS and by the ESOS Committee. Training During the year, the Audit Committee members have attended seminars and training programmes. Details of these are listed in the Corporate Governance Statement. Internal Audit Function The Audit Committee is supported by an Internal Audit Department. The main role of the Internal Audit Department is to assist the Audit Committee in obtaining the assurances of the effectiveness of the system of internal controls within the Group that encompass the Group s governance, operations, risk management and information systems of major areas of the Group operation. During the financial year, the following have been carried out by the Internal Audit Department: (i) (ii) (iii) (iv) (v) (vi) (vii) Prepare the annual audit plan for deliberation by the Audit Committee; Reviewing and appraising the soundness, adequacy and application of financial and other controls to promote effective control in the Group; Ascertaining the extent of compliance with established policies, procedures and statutory requirements; Ascertaining the extent of compliance with the principles and best practices of corporate governance; Ascertaining the extent to which the Group s assets are safeguarded from losses of all kinds; Performing operational reviews; Recommending improvements to the existing systems of controls; and (viii) Carrying out audit work in liaison with the management for effective coverage of audit risks. This statement is made in accordance with a resolution of the Board of Directors dated 28 September 2010.

40 38 TRIplc BERHAD ( A) Internal Control Statement INTRODUCTION The Board of Directors is committed in maintaining a sound system of internal control in the Group and is pleased in providing the following statement, which outlines the nature and scope of internal control of the Group during the financial year ended 31 May BOARD RESPONSIBILITY The Board recognises the importance of sound internal control and risk management practices to good corporate governance. The Board affirms its overall responsibility of the Group s system of internal control and risk management as well as the adequacy and integrity of those systems. During the financial year ended 31 May 2010, the Board has established a conducive control environment and processes, reflecting the attitudes and actions of the board and the Management on the significance of control within the Group. KEY ELEMENTS OF INTERNAL CONTROL FRAMEWORK a) Internal Environment An organisation structure with clearly defined line of authority and accountability supported by policies and procedures is in place. All major decisions require the approval of the Board are made after detailed appraisal and review. The Board receives regular and comprehensive information covering all divisions and departments within the Group. A detailed budgeting process approved by the Board. Internal and external training programme are organised throughout the year to meet staff training needs and to enhance skills and professionalism. b) Objective Setting There is a business intelligence team to promote strategic initiatives and business strategies leading to a diversified company with revenue streams from new businesses. There is a branding intelligence team to promote the Group s brand and build positive perception and image and also to build reputation as a good corporate citizen. c) Event Identification Matters affecting the Group are discussed during monthly management and quarterly Board meetings including identifying of new opportunities and risks. d) Risks Assessment There is an established ongoing process in monitoring and reporting the significant risks that may affect the Group s operation. Risk Management Working Committee comprising of key management personnel meets on monthly basis and report the risks profiles to the Audit Committee on quarterly basis.

41 39 ANNUAL REPORT 2010 Internal Control Statement e) Risks Response All strategic functional units prepare a risk register, which summarises the risks, the controls and processes in managing those risks and mitigating actions required for each significant risk. f) Control Activities The Group is accredited with ISO 9001:2000 certification and the recommended best practices have been implemented in its daily operation matters e.g. human resource procedures, tender and award procedures and inspection and test plan procedures. There are Standard Operating Procedures in place to govern the Corporate Finance and Accounts, Legal, Planning and Property Management and Secretarial activities. There is on-going process to establish Limits of Authority that summarises the authority and authorization limits for management in relations to business operations. g) Information and Communication The Group has intranet and internet facilities that are accessible by all staff to enhance dissemination of communication and information with the aim of improving the management information system efficiently and cost effectively. There is on going process to establish Group s business portal to improve operational efficiency and promotes sharing of information within the Group. h) Monitoring Board and Management meetings are being held regularly to review, sharing information on current status including discussion on the Group s operation matters. There is on-going Internal Audit activities to monitor compliances with policies and procedures, the effectiveness of the internal control system and risk management processes. Internal Audit activities are governed by the Standard for the Professional Practice of Internal Auditing, the Internal Audit Charter and the audit plan that is reviewed and approved by the Audit Committee annually. As part of promoting Control-Self Assessment, ISO audit has been internally conducted by the Group s personnel on yearly basis as addition to audit conducted by external ISO accreditation firm. CONCLUSION Internal control systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Board is of the opinion that the system of internal control of the Group is adequate and effective and has served its function well. The Board endeavours to maintain an adequate system of internal control to support the Group s operations and will periodically evaluate and take precautionary measures to further improve and strengthen the control environment in ensuring the Group s objectives can be achieved. This statement is made in accordance with a resolution of the Board of Directors dated 28 September 2010.

42 40 TRIplc BERHAD ( A) Other Compliance Statement 1. Status of Utilisation of Proceeds Raised from Corporate Proposal The Company did not undertake any corporate proposal to raise proceeds during the financial year ended 31 May Share Buybacks The Company does not have a scheme to buyback its own shares. 3. Options or Convertible Securities Exercised The Company had issued two (2) tranches of share options during the financial year 31 May 2010 i.e. on 30 November and 31 May 2010 respectively. The duration of the ESOS, which became effective on 7 January 2003 for five (5) years and expired on 6 January 2008, was extended for an additional five (5) years commencing from 7 January 2008 up to and including 6 January 2013 on the same terms and conditions as set out in the ESOS Bye-Laws. There were no options exercised during the financial year 31 May Non-Executive Directors are not eligible for consideration for offer of options under the ESOS of the Company. Other than the above, the Company has not issued any convertible securities. 4. Depository Receipt Programme The Company did not sponsor any depository programme. 5. Sanctions and/or Penalties Imposed There were no major sanctions and/or penalties imposed on the Company, its subsidiaries, Directors or Management by the relevant regulatory bodies so as to disrupt the business of the Company or its subsidiaries. 6. Non-Audit Fees The non-audit fees incurred for the financial year ended 31 May 2010 are 100,000 for acting as reporting accountant for the purpose of the Company s submission of the proposed regularisation plan to the Securities Commission and 5,500 for the review of the Internal Control Statement by the Company s auditors. 7. Variation in Results There were no variances of 10% or more between the results for the financial year ended 31 May 2010 and the unaudited results announced. The Company did not make any release on the profit estimate, forecast or projection for the financial year. 8. Profit Guarantee There were no profit guarantees given to the Company. 9 Material Contracts There were no material contracts of the Group involving Directors and major shareholders interest entered into during the financial year or still subsisting as at the end of the financial year ended 31 May Revaluation Policy on Landed Properties The Group has not adopted a policy of regular revaluation of its landed properties as at the end of the financial year ended 31 May Internal Audit Function The internal audit function of the Company is performed in-house at 85,216 for the financial year ended 31 May This statement is made in accordance with a resolution of the Board of Directors dated 28 September 2010.

43 financial statements 42 Directors Report 46 Statement by Directors 46 Statutory Declaration 47 Independent Auditors Report 48 Balance Sheets 49 Income Statements 50 Statements of Changes in Equity 51 Cash Flow Statements 52 Notes to the Financial Statements

44 42 TRIplc BERHAD ( A) Directors Report The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 May PRINCIPAL ACTIVITIES The Company is principally an investment holding company and engaged in property construction and related activities. The principal activities of its subsidiaries are disclosed in Note 10 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS GROUP COMPANY Profit/(Loss) for the financial year attributable to equity holders of the Company 1,139,104 (7,046,091) DIVIDENDS No dividend has been paid, declared or proposed by the Company since the end of the previous financial year. The Directors do not recommend any dividend payment in respect of the financial year ended 31 May RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements. ISSUE OF SHARES AND DEBENTURES The Company has not issued any new shares or debentures during the financial year. OPTION GRANTED OVER UNISSUED SHARES No options were granted to any person to take up unissued ordinary shares of the Company during the financial year apart from the issue of options pursuant to the Employees Share Options Scheme ( ESOS ) of the Company. The Company implemented an Employees Share Option Scheme on 7 January 2003 ( ESOS 2003/2008 ). The ESOS 2003/2008 is governed by the Bye-Laws which were approved by the shareholders on 28 November 2002 ( ESOS Bye- Laws ). The ESOS 2003/2008 is for a period of five (5) years expiring on 6 January 2008, subject however to renewal(s) for a period(s) of up to a maximum of five (5) years in aggregate. On 4 December 2007, in pursuant to Bye-Law 20.2 of the Company s ESOS Bye-Laws and upon the recommendation of the ESOS Committee, the Company extended the ESOS 2003/2008 for an additional five (5) years ( ESOS 2003/2013 ) commencing from 7 January 2008 up to and including 6 January 2013 on the same terms and conditions as set out in the said Bye-Laws. The salient features of the ESOS 2003/2013 are as follows: (a) (b) (c) The ESOS 2003/2013 is set up for the participation in ordinary shares of the Company only. The maximum number of new ordinary shares which may be made available under the ESOS 2003/2013 shall not exceed ten percent (10%) of the total issued and paid-up share capital of the Company at the point in time when an offer is made. Eligible employees are confirmed full time local employees or Executive Directors of the Group who have been in service within the Group for a continuous period of at least one (1) year including contract staff whose contract is at least five (5) years. The ESOS 2003/2013 is administrated by the ESOS Committee which comprises the senior management and/or Board Members appointed by the Board of Directors in accordance with the provisions of the ESOS Bye-Laws.

45 43 ANNUAL REPORT 2010 Directors Report OPTION GRANTED OVER UNISSUED SHARES (continued) (d) (e) (f) (g) (h) The options granted under the ESOS 2003/2013 may be exercised by the grantee by notice in writing to the Company during the period commencing from the date of offer and before the expiry of the ESOS 2003/2013 on 6 January The exercise price of the options at which the eligible employees are entitled to subscribe for the ordinary shares of 1.00 each in the Company under the ESOS 2003/2013 is the weighted average market price of the shares of the Company as quoted in the Daily Official List issued by Bursa Malaysia Securities Berhad for the five (5) market days immediately preceding the respective dates of offer subject to a discount of not more than ten percent (10%), or at the par value of the ordinary shares of the Company at 1.00 each, whichever is higher. The eligible employee to whom the options have been granted has no right to participate, by virtue of the options, in any share issue of any other company within the Group. The new ordinary shares issued arising from the ESOS 2003/2013 shall rank pari-passu in all respects with the then existing ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/ or other distributions, the entitlement date of which is prior to the date of allotment of the said new ordinary shares. The details of the options over the ordinary shares of 1.00 each of the Company are as follows: EXERCISE PERIOD DATE OF OFFER EXERCISE PRICE NUMBER OF SHARE OPTIONS BALANCE OFFERED BALANCE EXERCISABLE AS AT AND AS AT AS AT 1.6. ACCEPTED RETRACTED* ,439,000 - (1,250,000) 1,189,000 1,189, ,000 - (17,000) 370, , , ,000 78, , ,000 65, ,000 - (13,000) 390, , , ,000 90, , , , , ,000 70, ,000 - (40,000) 80,000 80, ,000 - (40,000) 640, , ,000 - (80,000) 110, , ,000 - (20,000) 215, , , , , , , , ,000 (110,000) 170,000 57,000 * due to resignations or offers not taken up 5,467, ,000 (1,570,000) 4,517,000 3,675,250 The Company has been granted an exemption by the Companies Commission of Malaysia from having to disclose the full list of option holders and their holdings except for eligible employees (excluding Executive Directors) with option allocation of 300,000 options and above. As there were no eligible employees granted to subscribe for 300,000 options and above, no disclosure is made.

46 44 TRIplc BERHAD ( A) Directors Report DIRECTORS The Directors who held office since the date of the last report are: Dato Zolkipli Bin Abdul, DPMP, DIMP, JSM, KMN, PBS Ar Mohd Khalid Bin Mohammed Yusuf Jumsi Bin Batri Nurjannah Binti Ali Dato Ibrahim Bin Md Yusof, D.S.I.S, SSA (Appointed on 1 January 2010) Ibrahim bin Topaiwah (Appointed on 31 March 2010) Dato Hashim Bin Mahfar (Resigned on 31 December ) DIRECTORS INTERESTS The Directors holding office at the end of the financial year and their beneficial interest in the ordinary shares and options over ordinary shares of the Company and of its related corporations during the financial year ended 31 May 2010 as recorded in the Register of Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 were as follows: Shares in the Company Direct interest Number of ordinary shares of 1.00 each Balance as at 1.6. Bought Sold Balance as at Ar Mohd Khalid Bin Mohammed Yusuf 261, ,000 Jumsi Bin Batri 2, ,000 None of the other Directors holding office at the end of the financial year held any interest in the ordinary shares and options over ordinary shares or debentures of the Company and of its related corporations during the financial year. DIRECTORS BENEFITS Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of enabling Directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate. OTHER STATUTORY INFOATION REGARDING THE GROUP AND THE COMPANY (I) AS AT THE END OF THE FINANCIAL YEAR (a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps: (i) (ii) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and to ensure that any current assets other than debts, which were unlikely to realise their book values in the ordinary course of business had been written down to their estimated realisable values. (b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature except for the effect arising from the impairment loss on investments in subsidiaries of 12,787,354 as disclosed in Note 10 (c) to the financial statements of the Company.

47 45 ANNUAL REPORT 2010 Directors Report OTHER STATUTORY INFOATION REGARDING THE GROUP AND THE COMPANY (continued) (II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT (c) The Directors are not aware of any circumstances: (i) (ii) (iii) which would render the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any material extent; and which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; and which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. (d) In the opinion of the Directors: (i) (ii) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made; and no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve (12) months after the end of the financial year which will or may affect the abilities of the Group and of the Company to meet their obligations as and when they fall due. (III) AS AT THE DATE OF THIS REPORT (e) (f) (g) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial year to secure the liabilities of any other person. There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial year. The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which would render any amount stated in the financial statements of the Group and of the Company misleading. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR Significant events during the financial year are as disclosed in Note 37 to the financial statements. AUDITORS The auditors, BDO, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors. Dato Zolkipli Bin Abdul DPMP, DIMP, JSM, KMN, PBS Director Dato Ibrahim Bin Md Yusof D.S.I.S, SSA Director Shah Alam 28 September 2010

48 46 TRIplc BERHAD ( A) Statement by Directors In the opinion of the Directors, the financial statements set out on pages 48 to 109 have been drawn up in accordance with applicable approved Financial Reporting 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 of the Company as at 31 May 2010 and of the results of the operations of the Group and of the Company and of the cash flows of the Group and of the Company for the financial year then ended. On behalf of the Board, Dato Zolkipli Bin Abdul DPMP, DIMP, JSM, KMN, PBS Director Dato Ibrahim Bin Md Yusof D.S.I.S, SSA Director Shah Alam 28 September 2010 Statutory Declaration I, Dato Ibrahim Bin Md Yusof, D.S.I.S, SSA, being the Director primarily responsible for the financial management of TRIplc Berhad, do solemnly and sincerely declare that the financial statements set out on pages 48 to 109 are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, Subscribed and solemnly ) declared by the abovenamed ) at Kuala Lumpur this ) Dato Ibrahim Bin Md Yusof, D.S.I.S, SSA 28 September 2010 ) Before me: