FIBON FIBON BERHAD( H) ANNUAL REPORT

Transcription

1 FIBON FIBON BERHAD( H) ANNUAL REPORT

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3 CONTENTS Corporate Information Profile of Directors Chairman s Statement Group Structure Financial Highlights Audit Committee Report Nomination Commitee Remuneration Commitee Statement on Corporate Governance Statement on Corporate Social Responsibility Statement on Risk Management & Internal Control Statement on Directors Responsibilities Additional Compliance Information Financial Statements Analysis of Shareholdings List of Properties Share Buy-Back Statement Notice of Annual General Meeting Proxy Form

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5 ANNUAL REPORT 2016 Corporate Information BOARD OF DIRECTORS Pang Chee Khiong Executive Chairman Pang Fok Seng Managing Director Lim Wai Kiew Executive Director Datin Pang Nyuk Yin Executive Director Datuk Mohamad Saleh Bin Mohd Ghazali Senior Independent Non-Executive Director Chong Peng Khang Independent Non-Executive Director Chong Chee Siong Non-Independent Non-Executive Director COMPANY SECRETARY Chua Siew Chuan (MAICSA ) Sean Ne Teo (LS ) AUDITORS Crowe Horwath (AF 1018) 52, Jalan Kota Laksamana 2/15, Taman Kota Laksamana, Seksyen 2, Melaka. Tel: (606) Fax: (606) SHARE REGISTRAR Symphony Share Registrars Sdn Bhd ( D) Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor. Tel: (603) Fax: (603) /8152 PRINCIPAL BANKERS OCBC Bank (Malaysia) Berhad AmBank (M) Berhad United Overseas Bank (Malaysia) Bhd HSBC Amanah Malaysia Berhad REGISTERED OFFICE No. 60-1, Jalan Lagenda 5, Taman 1 Lagenda, Melaka. Tel: (606) Fax: (606) HEAD OFFICE 12A, Jalan 20, Taman Sri Kluang, Kluang, Johor Darul Takzim Tel: (607) Fax: (607) Website: hexa@fibon.com.my STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad Stock Name: FIBON Stock Code:

6 Profile of Directors Pang Chee Khiong Executive Chairman Mr Pang Chee Khiong, Male, a Malaysian aged 52 is an Executive Chairman since 25 March He has attended all four (4) Board meetings held during the financial year under review. He has more than 28 years of experience in the industries such as plumbing, timber logging, construction and housing development. He is the brother to Pang Fok Seng and Datin Pang Nyuk Yin. He has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any and he has no conflict of interest with the group. He is a member of the Remuneration Committee. Pang Fok Seng Managing Director Mr Pang Fok Seng, Male, a Malaysian aged 50 is a Managing Director since 25 March He has attended all four (4) Board meetings held during the financial year under review. He has more than 22 years of experience in the advanced polymer matrix fibre composite industry. He is the brother to Pang Chee Khiong and Datin Pang Nyuk Yin. He is the husband to Lim Wai Kiew. He has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any and he has no conflict of interest with the group. Datin Pang Nyuk Yin Executive Director Datin Pang Nyuk Yin, Female, a Malaysian aged 56 is an Executive Director since 9 April She has attended all four (4) Board meetings held during the financial year under review. She was in charge of production processes, sales, purchases and general administration from 1990 to 2003 in a private company. She is the sister to Pang Fok Seng and Pang Chee Khiong. She has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any and she has no conflict of interest with the group. 2

7 ANNUAL REPORT 2016 Profile of Directors cont d Lim Wai Kiew Executive Director Ms Lim Wai Kiew, Female, a Malaysian aged 50, is an Executive Director since 9 April She has attended all four (4) Board meetings held during the financial year under review. She was a quantity surveyor in Singapore from 1990 to She was in charge of office management and administration in a private company from 1992 to She is the wife to Pang Fok Seng. She has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any and she has no conflict of interest with the group. Datuk Mohamad Saleh Bin Mohd Ghazali Senior Independent Non-Executive Director Datuk Mohamad Saleh Bin Mohd Ghazali, Male, a Malaysian aged 72, is appointed as Director on 20 October He is redesignated to Senior Independent Non- Executive Director on 26 April Among the committees established, he is the Chairman of Audit Commitee and he is reappointed as the Chairman of Nomination Commitee on 26 April He is also a member of the Remuneration Commitee. He has attended three (3) Board meetings held during the financial year under review. Datuk Mohamad Saleh graduated from the University of Hawaii, United States with a Bachelor of Business Administration and went on to obtain his Masters of Business Administration from Ohio University in Athens, United States in He began his career by serving the Fishery Development Authority of Malaysia as an economist in 1972 and went on to lecture in Universiti Institut Teknologi Mara in Prior to retiring in November 1999 he was the Executive Director/ Chief Executive Officer of Bank Industri Malaysia Berhad (presently known as Bank Perusahaan Kecil & Sederhana Malaysia Berhad ) for 18 years. His other working experiences encompasses being a marketing executive in Tourist Development Corporation of Malaysia, an assistant director in the Urban Development Authority, Malaysia and an assistant general manager in the Armed Forces Provident Fund in its investment department. He has no conflict of interest with the Group and has no family relationship with any director and/or major shareholder of the Group. He has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any. 3

8 Profile of Directors cont d Chong Peng Khang Independent Non-Executive Director Mr Chong Peng Khang, Male, a Malaysian aged 36, is appointed as an Independent Non-Executive Director on 20 October He is the Chairman of Remuneration Committee and is currently members of the Audit and Nomination Committees for the Group. He has attended all four (4) Board meetings held during the financial year under review. He holds a first class honours Bachelor of Accounting degree from Multimedia University, Malaysia. He is a Chartered Accountant by profession as well as a fellow of the Association of Chartered Certified Accountants (FCCA, United Kingdom) and also member of the Malaysian Institute of Accountants (MIA). He began his career as an auditor with Deloitte Kassim Chan and subsequently Ernst & Young, involving in audit and business advisory of companies from various industries. His experience covers audit and assurance engagements, corporate reporting and compliance, taxation and wide-ranging overseas exposures. He has previously headed the accounting and finance division of a public listed company listed on the Main Market of Bursa Malaysia Securities Berhad and responsible for the corporate finance, accounting, tax and cash flow functions of the company and its subsidiaries. He is currently a Financial Controller in a major Malaysian conglomerate company. He is also an independent non-executive director of Hock Heng Stone Industries Bhd. and TPC Plus Berhad. He has no conflict of interest with the Group and has no family relationship with any director and/or major shareholder of the Group. He has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any. [The rest of this page intentionally left blank] 4

9 ANNUAL REPORT 2016 Profile of Directors cont d Chong Chee Siong Non-Independent Non-Executive Director Mr Chong Chee Siong, Male, a Malaysian aged 41, is appointed as a Non- Independent Non-Executive Director on 1 August He graduated with an Advanced Diploma in Commerce (Financial Accounting) from Tunku Abdul Rahman College. He was appointed as members of Audit Committee, Nomination Committee and Remuneration Committee on 29 March He has attended all three (3) Board meetings held during the financial year under review. He started his career in mid tier audit firm and subsequently worked with Deloitte and Crowe Horwath. He had accumulated four (4) years of auditing experience and four (4) years of commercial experience before joining Fibon Berhad as General Manager in year His experience covers audit, due diligence audit, preparation of profit forecast, preparation of oversea reporting package, treasury management and corporate reporting. Currently, he is a director of several private limited companies. He is also an independent non-executive director of TPC Plus Berhad. He has no conflict of interest with the Group and has no family relationship with any director and/or major shareholder of the Group. He has not been convicted of any offences within the past five (5) years nor public sanction or penalty imposed by any regulatory bodies during the financial year, other than traffic offences, if any. [The rest of this page intentionally left blank] 5

10 Chairman s Statement On behalf of the Board of Directors ( The Board ) of Fibon Berhad ( FIBON ), I am pleased to present the Annual Report and the Audited Financial Statements of the Company and Group for the financial year ended 31 May FINANCIAL PERFORMANCE For the financial year under review, the Group registered revenue of approximately RM16.9 million, an increase of 24.40% compared to the preceding year. Profit after tax increased from RM3.6 million to RM5.0 million. The increased was mainly due to increase in sales of manufacturing goods. The Group continues maintaining a set of healthy and financially sound balance sheet with cash and cash equivalents of approximately RM28.3 million. INDUSTRY OUTLOOK AND PROSPECTS The global economic prospect in 2016 is expected to be even more challenging for the year ahead as the historic event of Brexit has generated more uncertainties in the global stage. Repercussions on financial conditions and overall market sentiment may have bearing on the already lacklustre growth of the Euro area. Meanwhile, the emerging economies including countries namely China, Indonesia and Malaysia are also facing economic and financial challenges following China s growth slowdown as the continued rebalancing of the Chinese economy and the implementation of structural reforms resulted in slowing activity in sectors with excess capacity. The Board will strive to remain resilient and cautious in this challenging environment. We are committed to a continuous improving in our production and operational efficiencies, provision of quality products and meeting customer s delivery deadlines with an aim to increase our market share in this industry. is subject to shareholders approval at the forthcoming Ninth Annual General Meeting. The total dividends payable for the FYE 31 May 2016 would be approximately amounting to RM1.225 million, being a dividend payout ratio of approximately 24.5% of PAT of RM5.002 million. CORPORATE GOVERNANCE The Board of FIBON recognises that its primary responsibility is to safeguard and promote the interests of the shareholders and stakeholders and to enhance the long-term value of the Company. The Board is fully committed to ensure a high standard of corporate governance is practiced throughout the organisation as the Board is mindful of the importance of accountabilities to the shareholders and all stakeholders in building a sustainable business. The Group will continue to endeavour to comply with all the key Principles and Best Practices of the Malaysian Code on Corporate Governance in its effort to observe high standards of transparency, accountability and integrity. APPRECIATION On behalf of the Board, we wish to thank the management and staffs of the Group for their diligence and dedication to the Group. To our valued shareholders and investors, we appreciate and thank you for your continued support and trust. To our valued customers, suppliers, bankers, regulatory agencies and business associates, our sincere gratitude for your support and partnership and looking forward to your collaboration in the coming years. Last but not least, thanks to our dedicated Board members for your exemplary service and advice to guide the Group forward. DIVIDENDS The Board is pleased to recommend a proposed single tier final dividend of 1.25 cents per ordinary share for FYE 31 May The proposed dividend Pang Chee Khiong Chairman 6

11 ANNUAL REPORT 2016 Group Structure FIBON BERHAD ( H) HEXA ANALISA SDN BHD ( M) 100 % 100 % FIBON AUSTRALIA PTY LTD ( ) FIBON UK LIMITED ( ) 100 % 100 % 100 % FIBON ELECTRIC (M) SDN BHD ( A) FIBON CAPITAL SDN BHD ( A) [The rest of this page intentionally left blank] 7

12 Financial Highlights Financial year ended 31 May RM 000 RM 000 RM 000 RM 000 RM 000 Revenue 16,901 16,674 15,318 13,588 16,904 Profit before taxation ( PBT ) 6,226 6,666 5,372 5,204 6,826 Profit after taxation ( PAT ) 4,499 4,905 4,003 3,651 5,002 EARNINGS PER SHARE ( EPS ) Gross EPS (sen)* Net EPS (sen)* * FYE : Computed based on the PBT and PAT for the relevant financial years under review and divided by the issued and paid up share capital of 98,000,000 Shares for the financial year. [The rest of this page intentionally left blank] 8

13 ANNUAL REPORT 2016 Financial Highlights cont d REVENUE AND PROFIT FROM ORDINARY ACTIVITY AFTER TAXATION (RM 000) NET EPS (SEN) 9

14 Audit Committee Report for the financial year ended 31 May 2016 THE AUDIT COMMITTEE The present Audit Committee ( AC ) consists entirely of Non-Executive Directors. The Company has complied with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities Listing Requirement ), which require all of AC members to be non-executive, with a majority of them being independent directors. In addition, one (1) of the members of the AC is the member of the Malaysian Institute of Accountants ( MIA ) and the Chairman of the AC is an Independent Director. COMPOSITION AND MEETINGS The composition of the AC and their attendance at the meetings held during the financial year are as follows: financial reporting practices of the Group. In addition, the Committee shall: 1. Ensure the timely and accurate preparation and publication of financial statements of our Group; 2. Review the adequacy of provisions against contingencies and bad and/or doubtful debts; 3. Review internal control process and procedures, scope, internal audit findings and recommend actions to the Board; 4. Recommend and appoint external auditors and deal with any issues arising from their audit findings; 5. Review related party transactions that may arise within our Group; 6. Approve fees relating to external auditors; and Name of Director Datuk Mohamad Saleh Bin Mohd Ghazali Chong Peng Khang Dato Koh Chun Kiat (Resigned on 29/01/2016) Chong Chee Siong (Appointed on 29/03/2016) Senior Independent Non-Executive Director Independent Non-Executive Director; Member of the MIA Independent Non-Executive Director Non- Independent Non-Executive Director TERMS OF REFERENCE Objectives Designation Attendance Chairman 3/4 Member 4/4 Member 2/3 Member 1/1 7. Address any accountability issues that may arise from time to time within our Group. Membership 1. The AC shall be appointed by the Board from amongst their members and comprising not less than three (3) members, of whom the majority shall be the Independent Non- Executive directors. 2. At least one (1) of the members of the AC must be a member of the Malaysian Institute of Accountants, or if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of working experience or either must have passed the examinations specified in Part I of the 1 st schedule of Accountants Act 1967, or must be a member of one (1) of the associations of accountants specified in Part II of the 1 st Schedule of the Accountant Act, The principal objective of the AC is to assist the Board in discharging its statutory duties and responsibilities relating to corporate accounting system of internal control and management and 10

15 ANNUAL REPORT 2016 Audit Committee Report for the financial year ended 31 May 2016 cont d 3. The members of the AC shall elect a chairman amongst themselves who shall be an Independent Non-Executive director. No alternate director shall be appointed as a member of the AC. 4. If a result that the number of members is reduced below three (3), the Board shall, within three (3) months of the events, appoints such number of new members as may be required to make the minimum number of three (3) members. 5. The Chairman of the Committee shall be an Independent Non-Executive Director. No Alternate Director of the Board shall be appointed as a member of the Committee. 6. The Board shall review the terms of its members at least once every three (3) years. investigation on behalf of the Committee in such manner, as the Committee deem fit and necessary. Meetings / Quorum and Committee s Procedure The Committee is at liberty to determine the frequency of the meetings at least four (4) times annually or more frequently as circumstance dictate. The quorum shall consist of two (2) members, where the majority of members present must be Independent Non-Executive Directors. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present. The Chairman shall submit an annual report to the Board summarizing the Committee s activities during the year and the related significant results and findings. Authority 1. The AC is authorised by the Board and have the authority to investigate any matter within its terms of reference and shall have unlimited access to both the internal and external auditors, as well as the employees of the Group. All employees are directed to cooperate with any request made by the Committee. 2. The Committee shall have unlimited access to all information and documents relevant to its activities, to the internal and external auditors, and to senior management of the Group. 3. The Committee shall have the authority to obtain independent legal or other professional advices as it considers necessary. 4. The Committee shall be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Committee, whenever deemed necessary. 5. The AC shall have the power to establish Sub- Audit Committee(s) to carry out certain The Committee shall meet at least once a year with the Management, the Head of Internal Audit and External Auditors in separate sessions to discuss any matters without the presence of any executive member. The Committee shall regulate the manner of proceedings of its meetings, having regard to normal conventions on such matter. Attendance of the Meetings 1. The external auditors may be invited to attend to meetings. The Committee may invite any person to be in attendance to assist in its deliberations. The other directors and employees attend any particular AC meeting only at the AC s invitation, specific to the relevant meeting. 2. The Company Secretary shall be the Secretary of the Committee and shall be responsible for drawing up the agenda with concurrence of the chairperson and circulating it, supported by explanatory documentation to committee members prior to each meeting. 11

16 Audit Committee Report for the financial year ended 31 May 2016 cont d Duties The duties of the AC include the followings: Review any appraisal or assessment of the performance of members of the internal audit function; 1. To consider the appointment or reappointment of external auditors, the audit fee and matter relating to the resignation or dismissal of auditors, if any; 2. To review with the external auditors the audit plan, their evaluation of the system of internal accounting controls, their letter to management and the management s response; 3. To review the quarterly and annual financial statements before submission to the Board for approval, focusing particularly on: Changes in accounting policies and practices; Significant and unusual events; Significant adjustments resulting from the audit; The going concern assumption; and Compliance with accounting standard and other legal requirements 4. To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss (in the absence of management where necessary); 5. To do the followings where an internal audit function exists; Review the adequacy of the scope, function and resources of the internal audit function and that it has the necessary to carry out its work; Review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function; Approve any appointment or termination of senior staff members of the internal audit function; (if any) Review the resignation of internal audit staff members and provide the staff member the opportunity to submit his reasons for resigning; (if any) and To consider major findings of internal investigations and management s response. 6. To consider any related party transaction and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity; and 7. To consider other topics as defined by the Board. Reporting The AC is authorised to regulate its own procedures and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceeding thereat, the keeping of minutes and the custody, production and inspection of such meetings. The minutes of meetings shall be circulated by the Secretary of the Committee to the Committee members and all the other Board members. ACTIVITIES OF THE AUDIT COMMITTEE There were four (4) AC meetings held during the financial year under review. The main activities undertaken by the AC during the financial year included the followings: 12

17 ANNUAL REPORT 2016 Audit Committee Report for the financial year ended 31 May 2016 cont d Reviewed and commented on the quarterly financial result before recommending the same for Board s approval. Reviewed the audit report and observations made by external auditors on the audited financial statements that require appropriate management action and the management s response thereon and reporting them to the Board. Reviewed the external auditors scope of work and audit plan. Reviewed the internal audit reports, which highlighted the audit issues and management s response. INTERNAL AUDIT FUNCTION The Board engaged an external professional firm to carry out internal audit function for the Group. The internal auditors report directly to the AC. The primary role of the internal auditors is to interalia; assist the AC on an ongoing basis to: Review the risk management framework; Evaluate the state of compliance with the Bursa Securities Listing Requirements, the Malaysian Code on Corporate Governance ( the Code ) and other statutory requirements; and Provide such other function as requested by the AC 13

18 Nomination Committee THE NOMINATION COMMITTEE The Nomination Committee ( NC ) of the Company consists entirely of Non-Executive Directors, the majority of whom are Independent Directors. The composition of NC and their attendance at the meetings held during the year are as follows: Name of Director Datuk Mohamad Saleh Bin Mohd Ghazali Chong Peng Khang Dato Koh Chun Kiat (Resigned on 29/01/2016) Chong Chee Siong (Appointed on 29/03/2016) Senior Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Non- Independent Non-Executive Director Designation Attendance Chairman 1/1 Member 1/1 Member 1/1 Member - ACTIVITIES OF NOMINATION COMMITTEE The following are the activities held by FIBON s NC: Board Committee and Independence assessment. Evaluation and proposed of potential candidate before appointment as Non- Independent Non-Executive Director. Discussed and proposed senior director aged more than 70 years old as Senior Independent Director. 14

19 ANNUAL REPORT 2016 Remuneration Committee THE REMUNERATION COMMITTEE The Remuneration Committee ( RC ) comprises of four (4) Directors, the majority of whom are Non- Executive Directors. RC plays an essential role in overseeing the quality of the remuneration for Executive Directors. The composition of the RC are as follows:- Name of Director Designation Chong Peng Khang Datuk Mohamad Saleh Bin Mohd Ghazali Pang Chee Khiong Chong Chee Siong (Appointed on 29/03/2016) Independent Non-Executive Director Senior Independent Non-Executive Director Executive Chairman Non- Independent Non-Executive Director Chairman Member Member Member There was no RC meeting held during the financial year. 15

20 Statement on Corporate Governance for the financial year ended 31 May 2016 INTRODUCTION The Board of FIBON is committed to exercise good corporate governance by supporting and applying the prescriptions of the principles and best practices set out in Malaysian Code on Corporate Governance 2012 ( MCCG 2012 or the Code ). The Board is pleased to provide the following statement on how the Group has applied the principles and recommendations set out in the Code. Unless otherwise stated, the Board has throughout the financial year ended 31 May 2016 complied with the best practices indicated in the Code. The Board acknowledges the importance of achieving best practice in its standards of business integrity and corporate accountability and is committed to subscribe to the recommendations of the Code. PRINCIPLE 1 : ESTABLISH CLEAR GOALS & RESPONSIBILITIES The Board The Group recognises the important role played by the Board in the stewardship of the Group s direction and operations, and ultimately, the enhancement of long-term shareholders value. To fulfil this role, the Board is responsible for the overall corporate governance of the Group, including its strategic direction, establishing goals for management and monitoring the achievement of these goals. In fostering commitment towards MCCG 2012, the Board has established a Board Charter to ensure that all Board members are aware of their fiduciary duties and responsibilities for the proper stewardship of the Group to provide reasonable assurance for the success of the Group on sustainable manner. The Board is tasked with realisation of long term and sustainable shareholder s value and safeguarding the interests of stakeholders. Clear Function of the Board and the Management The Board is the ultimate decision-making body of the Company, and is responsible for oversight and overall management of the Group. It sets the strategic direction and vision of the Company and takes full responsibility in leading, governing, guiding and monitoring the entire performance of the Group. It enforces standards of accountability, with a view to enabling Management to execute its responsibility effectively and efficiently to meet the long term goals of the business. The Board has overall responsibility for putting in place a framework of good corporate governance within the Group, including the processes for financial reporting, risk management, internal control and compliance. The Board retains full responsibility for guiding and monitoring the Company in discharging its responsibilities. The various committees perform certain of the Board's functions and to provide it with recommendations and advices. The role of the Chairman is to ensure the orderly conduct and performance of the Board while the Managing Director and his management team are responsible for the implementation of the Board s decisions and the day-to-day running of the business in line with the Company's goals and policies. The role of the Executive Directors is to act as a steering committee and to collaborate with the Management in articulating the Group's vision, mission, values and strategies. It develops the Group's strategy, direction and business plan for the Board s approval to manage and drive the daily operational activities, important critical matters and set priorities to achieve the business objectives, including looking into manpower requirements and succession planning. Executive Directors are led by the Managing Director. Executive Directors take on the primary responsibilities for implementing the Group's business plans and managing the business activities. 16

21 ANNUAL REPORT 2016 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d The role of the Independent Non-Executive Directors is particularly important as they provide unbiased and independent views, advice and judgment, and plays a pivotal role in decision making and corporate accountability. Independent Non-Executive Directors ensure that the business plans proposed by the Management are fully deliberated and examined objectively, taking into perspective the long term interests of the Company, its shareholders, other stakeholders and the community at large. Clear Roles and Responsibility The Board meets regularly to perform its functions, amongst others, as follows:- i) Reviewing and Adopting the Company s Strategy and Business Plan ii) The Board reviews and is adopting a strategic plan for the Group presented by the Management and guides the Group in promoting its core values, policies and, meeting targets and objectives. Overseeing the Conduct of the Company's Business To ensure the effective discharge of its functions and responsibilities, the Board delegates the day-to-day management of the Group's business to the Management. The Managing Director is responsible for the implementation of the Board's decisions, and the day-to-day operations of the Group's business and operational efficiency. The Managing Director drives the daily business activities of the Group. iii) Succession Planning The Board recognises the importance of succession planning in building long-term sustainable performance excellence for key management positions. It has identified potential candidates for senior managerial positions to ensure continuity of positions. iv) Overseeing the Development and Implementation of a Communication Policy for the Company The Board recognises the importance of keeping shareholders and investors informed of its latest business and corporate developments. The Board believes that an effective investor relationship is essential in enhancing value to its shareholders. The dissemination of information about the Group, its businesses and its activities is conducted via the timely release of quarterly financial results and announcements. During the financial period under review, the Company has been involved in investor relations activities, such as announcement to Bursa Securities and Securities Commission Malaysia ( SC ), meetings with local fund managers and research houses, to keep shareholders duly informed on the performance, development and operational activities of the Group. v) Matters Reserved for the Board s Decisions The responsibility for matters material to the Group is in the hands of the Board, with no individual Director having unfettered powers to make decisions. Matters reserved for the Board include discussions on matters of significance, such as, change of direction in strategy, changes related to structure and capital, changes in Board members, disposal and procurement of assets, Executive and Non- Executive Directors remuneration packages, approval of preliminary announcement of interim and final results that need authorization from time to time. 17

22 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d Formalized Ethical Standards through Code of Conduct The Board has adopted a Code of Ethics and Conduct ( COC ) for Directors and employees towards their customers, business partners, communities and shareholders. It sets out the ethical standards and underlying core ethical values to guide actions and behaviors of all Directors and employees in conducting the day-to-day duties and operations of the Group. The Management and employees are expected to observe high standards of integrity and fair dealing in relation to customers, business partners, staff and regulators in the network locations where the Company operates. regularly to review their audit plans and reports, and obtain updates and observations on internal control system and financial reporting matters. Qualified and competent Company Secretaries The Board is regularly updated and advised by the Company Secretaries who are qualified, experienced and knowledgeable on statutory and regulatory requirements relating to the Companies Act, 1965, the Bursa Securities Listing Requirements and Corporate Governance, and the implications to the Company and the Directors in relation to their duties and responsibilities. The Company Secretaries facilitate the flow of information to the Board and its committees. Supply and Access to Information The Board recognizes that the decision-making process is highly dependent on the quality of information furnished. In furtherance of this, every Director has access to all information within the Company through the following means:- Members of Senior Management attend Board and Board Committee meetings by invitation to report on areas of their responsibility including financial, marketing, operational, corporate, regulatory, business development, audit matters and information technology updates, for the Board s decision making and effective discharge of the Board s responsibilities. Meetings with the External Auditors are also held without the presence of Management and Executive Directors. There were two (2) meetings held for this purpose in the financial year under review. The Board and Board Committee papers are prepared and circulated to the Directors or Board Committee Members at least seven (7) days before the Board and Board Committee meetings. The AC meets with the Management, Internal Auditors and External Auditors The Directors have ready and unrestricted access to the advice and services of the Company Secretaries pertaining to Board policies, procedures, the Companies Act, 1965, Bursa Securities Listing Requirements, MCCG 2012, and timing of material announcements, to enable them to discharge their duties effectively. The Company Secretaries also keep the Directors and Principal Officers informed of the closed period for trading in the Company s shares. Besides direct access to the Management, Directors may obtain independent professional advice at the Company s expense, if considered necessary. The Company Secretaries maintain all secretarial and statutory records of the Company. Board Charter The Board Charter aims to ensure that all Directors acting on behalf of the Company are aware of their fiduciary duties and responsibilities as Board members. It also aims to ensure that all Directors understand the various legislations and regulations affecting their conduct and that they apply principles and practices of good corporate governance in all their dealings in respect of and on behalf of the Company. 18

23 ANNUAL REPORT 2016 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d The Directors are expected to act in a professional manner and discharge their duties with high ethical values, honesty and accountability with strong commitment to good corporate governance practices. The Board Charter was formalised and adopted on 27 May 2013 by the Board which sets out the roles, responsibilities, authorities and operation of the Board and Board Committees. All Board members are aware of their duties and responsibilities. The Board Charter also outlines: The division of responsibilities and powers between the Board and management, the different committees established by the Board, and position of the Chairman and the Managing Director; Set out processes and procedures for convening Board meetings; The Board s commitment in upholding integrity in financial reporting; List of matters reserved for decision by the Board; and Board s access to information and independent advice. The Board Charter serves as a reference providing guidance to prospective and existing Board members and Management on the fiduciary and stewardship functions of the Company s Directors. It also entrusts Board members and employees to apply the principles and practices of good Corporate Governance in all their dealings in respect of and on behalf of the Company; to help foster a culture of honesty and accountability and uphold the core values of integrity when dealing with ethical issues. 19

24 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d PRINCIPLE 2 : STRENGTHEN COMPOSITION The Board Composition and Management The control environment sets the tone for the Group and is driven by an effective Board consisting of competent individuals with appropriate specialised skills and knowledge to ensure capable management of the Group. The appointment of Independent and Non-Independent Directors is carefully considered to ensure that the Board is well balanced on views, advice, judgment and decision making. The Board comprises seven (7) members, of whom four (4) are Executive Directors, two (2) are Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. It is a balanced Board and comprises professionals from various backgrounds and with the relevant experience and expertise that would add value to the Group. The mix of experience and talent is vital for the strategic success of the Group. The Board has met the requirement of at least onethird (1/3) of the number of Directors shall be Independent Directors. The Board has also met the diversity in age and ethnicity in varying degrees. The Board delegates the implementation of its strategy to the Company s Management. However, the Board remains ultimately responsible for corporate governance and the affairs of the Company. Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Director Appointment of Directors The NC task is to assist the Board to evaluate and recommend candidates for appointments to the Board. In accordance with the Company s Articles of Association ( the Articles ), all new Directors who are appointed by the Board during a financial year, will retire at the following Annual General Meeting. The Articles also provide that at least one-third (1/3) of the Directors for the time being, or if their numbers is not in multiple of three (3), then the number nearest to one-third (1/3) shall retire from office provided always that all Directors including the Managing Director shall retire from office at least once every three (3) years but shall be eligible for re-election. At the forthcoming Ninth Annual General Meeting ( 9 th AGM ), Pang Fok Seng and Chong Peng Khang are due to retire pursuant to Article 121 of the Articles and being eligible for re-election, have offered themselves for re-election. Section 129(6) of the Companies Act, 1965 requires that all Directors over 70 years of age go forward for re-appointment annually. Datuk Mohamad Saleh bin Mohd. Ghazali, who has exceeded the age of 70 years shall retire pursuant to Section 129(6) of the Companies Act, 1965, has offered himself for reappointment in the upcoming 9 th AGM. The Board, through the NC, appraises the composition of the Board and believes that the current composition brings the required mix of skills and core competencies for the Board to discharge its duties effectively. New appointees will be considered and evaluated by the NC. The NC will then recommend the candidates to be approved and appointed by the Board. The Company Secretaries will ensure that all appointments are properly made and that legal and regulatory obligations are met. Diversity Policy The Group is an equal opportunity employer and does not practice discrimination of any form, whether based on age, gender, ethnicity throughout the organisation. The Board practices gender diversity and has two (2) female Directors that represents 28.5% of seats at Board level, out of a total of seven (7) Directors, even though it does not have a formalized policy on setting targets for female candidates. The Group will continue to identify suitable candidates for appointment to the Board based on merit and competence and the contribution that 20

25 ANNUAL REPORT 2016 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d each potential candidate can bring to further strengthen the Board. The evaluation of the suitability of candidates as Board members is solely based on the candidates competency, character, time commitment, knowledge and experience in meeting the needs of the Group. Annual Assessment The NC compiles and conducts on an annual basis the following evaluation:- The effectiveness of each Director s ability to contribute to the effectiveness of the Board and the relevant Board Committees; The effectiveness of the Board Committees and the Board as a whole; Independent Directors self-assessment; The External Auditors performance and independence; and private sessions with the External Auditors. The number of Directors whose remuneration falls within the following bands is: Description Executive Directors Non Executive Less than RM50,000-4 RM50,000 RM100, RM100,000 RM150, RM150,000 RM200, RM200,000 RM300, RM300,000 RM400, RM400,000 RM500,000 RM500,000 RM600,000 RM600,000 RM700,000 RM800,000 RM900,000 RM900,000 RM1,000,000 RM1,000,000 RM1,100, All assessments and evaluations carried out by the NC are properly documented. The assessment and comments by Directors are summarized pertaining to the effectiveness of the Board and its Board Committees, are tabled at the NC meeting. The NC Chairman will then report to the Board on the results of the Directors assessment and evaluation. Directors Remuneration The Directors remuneration is linked to experience, scope of responsibility, seniority, performance and industry information. Details of Directors remuneration for the year ended 31 May 2016 are as follows: Description Executive Directors Non-Executive Directors Fees Salaries and Bonus Total 205,200 2,524,317 2,729,517 95,400-95,400 21

26 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d PRINCIPLE 3 : REINFORCE INDEPENDENCE Assessment of Independence The Board recognizes the importance of independence and objectivity in the decisionmaking process as advocated in the MCCG The Board is committed to ensure that the independent directors are capable of exercising independent judgment and are not involved in any relationship with the Group, acting in the best interests of the Company. The Independent Directors of the Company fulfilled the criteria of Independence as prescribed under the Bursa Securities Listing Requirement. The Board, via NC, has developed the criteria to assess independence and formalised the current independence assessment practice. In addition, the Independent Directors signed a confirmation of independence annually. Separation of positions of the Chairman and the Group Managing Director To ensure balance of authority, increased accountability and a greater capacity for independent decision-making, the roles of the Chairman and the Managing Director (MD) are distinct and separate with a clear division of responsibilities between the Chairman and the MD. The Executive Chairman, Pang Chee Khiong ( PCK ) is pivotal in creating the conditions for overall Board and individual Director s effectiveness. His responsibility is to run the Board and set its agenda taking into account the issues and concerns of all Board members. He ensures Board Members receive accurate, timely and clear information about the Company s performance to enable the Board to make sound decisions, and encourages active engagement by all Board Members. He is responsible for the approval of all Group policies, ensuring they adhere to and conform to the highest standards. He also ensures the orderly conduct and management of the Board, and Board Committees performance. PCK is an effective Executive Chairman who upholds the highest standards of integrity and provides coherent leadership in representing the Company s vision and mission and understanding the needs of various stakeholders. Pang Fok Seng, the MD is responsible for developing the Group s objectives and strategies for approval by the Board having regard to the Group s responsibilities to its various stakeholders. MD is also charged with implementing the Board s directions, managing the day-to-day business operations, including chairing the Executive Committee and communicating its decisions and recommendations to the Board. His duties include driving the Group s performance and reviewing its operational results and strategic directions of the Group s business. He undertakes the responsibility of identifying and executing new business opportunities. MD also ensures the Board that appropriate risks and internal controls are in place. All decisions of the Board are based on the decision of the majority of the Board Members and matters are deliberated with active participation of the two (2) Independent Non-Executive Directors and the Non-Independent Non-Executive Director. Therefore, no individual Director dominates the decision making process unless duly authorised by the Board. Nevertheless, functionally and for all purposes and intent, the responsibilities of the MD are executed by delegating authority to designated Senior Management to ensure that division and accountability in essence are separated. Further, all decisions on matters reserved for the Board are made after due deliberation by the Board and the Board Committees, where required. The MCCG 2012 recommends that the majority of the Board members must comprise of Independent Directors in the event that the Board Chairman is not an Independent Director. In spite of this, the Board is of the view that this recommendation is currently satisfied by the strong proactive participation of the Independent Non-Executive Directors expressing their impartial, independent opinions strongly without fear or favour on important issues that affect the Company and/or the interest of the various stakeholders. Composition of the Board Presently, the Board comprises two (2) Independent Non-Executive Directors, one (1) Non-Independent Non-Executive Director and four (4) Executive Directors. This composition complies with Paragraph of the Bursa Securities Listing 22

27 ANNUAL REPORT 2016 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d Requirements which requires at least two (2) directors or one third (1/3) of the Board, whichever is the higher, to be independent. The profiles of the Directors are set out on pages 2-5 of this Annual Report. The Executive Directors take on the primary responsibility of the day-to-day running of the Group s business, as well as, implementing the policies and decisions of the Board. The Independent Non-Executive Directors and Non- Independent Non-Executive Director act independently of management and do not participate in any business dealings and are not involved in any other relationship with the Group that may impair their independent judgment and decision making. They provide a broader view and independent assessment to the Board s decision making process by acting as an effective check and balance. Together, the four (4) Executive Directors, two (2) Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director is a balanced Board and comprises professionals from various backgrounds with depth and breadth of experience, expertise and perspectives which would add value to the Group. The Executive Directors have cumulatively, a wealth of knowledge and experience, gained insights from different fields and expertise that include finance, audit, marketing, manufacturing, research and development functions in the industry. They each uphold different functions of the Company and contribute cohesively to the success and well being of the Group. With their diverse backgrounds, professional experience and wide mix of skills, the Board can manage and run the Group s operations effectively and efficiently 23

28 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d PRINCIPLE 4 : FOSTER COMMITMENT Board Meeting The Board ordinarily meets at least four (4) times a year at quarterly intervals with additional meeting convened when urgent and important decisions need to be taken between the scheduled meetings. During the financial year ended 31 May 2016, the Board met on four (4) occasions, where it deliberated upon and considered a variety of matters including the Group s financial results, major investments and strategic decisions and the business plan and direction of the Group. The present Board headed by the Chairman is comprised of: Four (4) Executive Directors Two (2) Independent Non-Executive Directors One (1) Non-Independent Non-Executive Director The composition of the Board is basically in compliance with the Bursa Securities Listing Requirements and the Code. The Board composition has been balanced to reflect the interests of the major shareholders, management and minority shareholders. Collectively, the Directors bring a wide range of business and financial experience relevant to the direction of the Group. The Board noted that one (1) of the recommendations of the Code is that the tenure of an Independent Director should not exceed a cumulative term of nine (9) years. In case of any Independent Director exceeding cumulative term of nine (9) years, he/she should be re-designated to be Non-Executive Director or shareholders approvals would need to be obtained in order for him/her to remain as Independent Director. Amongst the Board members, all the tenure of two (2) Independent Non-Executive Directors have not exceeded cumulative term of nine (9) years. different individuals, and the Chairman must be a non-executive member of the Board. Otherwise, the Board should comprise of majority independent directors. Currently, the roles of the Chairman and Managing Director are held by two (2) separate Executive Directors as the Board opines that there is sufficient balance of Executive and Independent Non-Executive Directors on the Board such that decisions made are fully discussed and examined taking into account the long-term interest of shareholders, employees, customers and the many communities with whom the Group conducts its business. The board has been able to discharge its duties professionally and effectively, uphold good governance standards in their conduct. The board will constantly review this recommendation and work towards its compliance. Details of Directors attendance at Board Meetings held in the financial year ended 31 May 2016 are as follows: Name of Directors Datuk Mohamad Saleh Bin Mohd. Ghazali Dato Koh Chun Kiat (Resigned on ) No. of Meetings Attended 3/4 2/3 Chong Peng Khang 4/4 Pang Chee Khiong 4/4 Pang Fok Seng 4/4 Datin Pang Nyuk Yin 4/4 Lim Wai Kiew Chong Chee Siong (Appointed on ) 4/4 3/3 Another recommendation of the Code states that the positions of Chairman and Chief Executive Officer / Managing Director should be held by 24

29 ANNUAL REPORT 2016 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d Directors Training The Group acknowledges the importance of continuous education and training to the Board members. During the financial year, Pang Fok Seng, Datin Pang Nyuk Yin and Lim Wai Kiew had attended the following sessions: i) Audit Oversight Board New Auditor s Report Sharing The UK Experience, organised by SC (13 January 2016) Datuk Mohamad Saleh Bin Mohd Ghazali and Pang Chee Khiong had attended the following sessions : i) Audit Oversight Board New Auditor s Report Sharing The UK Experience, organised by SC (13 January 2016) ii) Focus Group: Corporate Governance Disclosures, organised by Bursa Malaysia Bhd (8 March 2016) Chong Peng Khang had attended the following sessions:- i) Risk Management and Internal Control: Workshop for Audit Committee Members (8 September 2015) ii) Budget 2016 Tax Seminar (3 November 2015) iii) Induction Course on Safety and Health for Construction Workers (27 February 2016) iv) Staying Ahead on Global Transfer Pricing Developments (3 March 2016) 25

30 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d PRINCIPLE 5 : UPHOLD INTEGRITY OF FINANCIAL REPORTING ACCOUNTABILITY AND AUDIT Financial Reporting The Board is committed to provide a balanced, clear and comprehensive assessment of the Group s financial position and prospects by making sure the financial statements and quarterly announcements. The Board takes responsibility for ensuring that the financial statements of the Group and of the Company give a true and fair view of the state of affairs of the Group and of the Company as required under Section 169 (15) of the Companies Act, Efforts are made to ensure that the financial statements comply with the provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. The Board also ensures the accurate and timely release of the Group s quarterly and annual financial results to Bursa Securities and SC accordingly. Statement on Directors' Responsibility In reviewing all the published annual and quarterly financial statements during the financial year ended 31 May 2016, the Directors took due care and reasonable steps to ensure compliance with the applicable accounting standards in all material aspects. For this purpose the Directors are updated and briefed by the external auditors on the current accounting practices and applicable financial reporting standards and IC Interpretation, at least once a year. A statement by the Directors of their responsibilities for preparing the financial statements is set out under the Statement on Directors Responsibility on page 37 of this Annual Report. External Audit Function The Company s independent external auditors fill an essential role by enhancing the reliability of the financial statements of the Group and of the Company and giving assurance of that reliability to users of these financial statements. The external auditors, Messrs. Crowe Horwath had reported to the members of the Company on their findings which has been included as part of the Group s and the Company s financial reports with respect to the audit on the statutory financial statements for the financial year ended 31 May In doing so, the Group and the Company have established a transparent arrangement with the auditors to meet their professional requirements. From time to time, the auditors highlight to the AC and the Board on matters that require the Board s attention. Assessment of Suitability and Independence of External Auditors The Board maintains a transparent and professional relationship with the Group s external auditors through the AC. The criteria for the external auditors assessment include quality of services, sufficiency of resources, communication and interaction, audit planning, independence, objectivity and professional skepticism. In determining the independence of the external auditors, the AC reviewed and assessed all aspects of their relationships with them including the processes, policies and safeguards adopted by the Group and the external auditors relating to audit independence. The AC also reviewed and assessed the external auditor s performance and independence. The Group s external auditors are invited to attend the AC meetings on a quarterly basis. Copies of the internal audit report are given to the external auditors at the meeting for their comments and notation. The AC meets the external auditors to review the scope and adequacy of the audit process, updates on the financial reporting standards, the financial statements and their audit findings. In addition, the external auditors are invited to attend the Company s AGM and are available to answer any questions from shareholders on the conduct of the statutory audit and the contents of the Annual Audited Financial Statements. During the financial year ended 31 May 2016, the AC met two (2) times with the external auditors 26

31 ANNUAL REPORT 2016 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d without the presence of the Management and Executive Directors. The external auditors have declared their independence to the Group and their compliance with current By-Laws (on professional ethics, conduct and practice) of the Malaysian Institute of Accountants Section 290. Internal Control The Board is fully aware of its responsibility to safeguard and enhance the value of shareholders in the Group. Since the listing of the Company, the Board has continuously placed emphasis on the need for maintaining a sound system of the internal control. RELATIONS WITH SHAREHOLDERS AND INVESTORS Annual General Meeting AGM is the principal forum for dialogue with shareholders. At the Company s AGM, shareholders have direct access to the Board and are given opportunities to ask questions. The shareholders are encouraged to participate in the question and answer session. The Chairman of the Board in the AGM often presents to the shareholders, the Company s operations in the financial year and outlines future prospects of the Group. Further, the Group s Company Secretary could provide shareholders and investors with a channel of communication on which they can provide feedback to the Group. Queries regarding the Group may be conveyed to the Company Secretaries at the Company s registered address. Investor Relations In line with the Bursa Securities Listing Requirements, shareholders, investors and member of public can access the company s announcements, quarterly financial results, annual reports, circulars to shareholders etc via the company s website. Corporate Disclosure Policy The Company has in place a policy stipulating the basic principles and procedures of corporate disclosure in order to communicate and disseminate material information impartially to stakeholders on timely, accurate, clear and complete manner, in accordance with Bursa Securities Listing Requirements and other applicable laws and regulations. The policy forms part of the Company s internal rules and regulations and applies to all Directors, officers and employees of the Group and at the same time clearly expresses its commitment on transparent, quality and timely disclosure of Material Information to all stakeholders. 27

32 Statement on Corporate Governance for the financial year ended 31 May 2016 cont d PRINCIPLE 6 : RECOGNISE AND MANAGE RISKS Risk Management and Internal Control Internal control system is principally designed to cater for the business needs and manage the potential business risks of the Group. The Board acknowledges its responsibility for maintaining a sound system of risk management through internal audit controls function in the Group. These controls provide reasonable but not absolute assurance against material misstatement, loss or fraud. The Group has in place a Whistle Blowing Policy to eradicate unethical behavior in the workplace, and as avenue for employees to raise concerns in good faith without fear of reprisal. The Group also has established a risk management framework to identify, evaluate and manage risks that may affect the achievement of the business objectives of the Group. The Board has delegated its authority to the AC to assist the Board in fulfilling its fiduciary responsibilities relating to system of internal control and risk management processes, corporate accounting, management and financial reporting practices of the Group. The Board has appointed an external independent internal audit firm reporting to AC, the firm provides outsources services of internal auditing which covers Governance, Risk and Control. 28

33 ANNUAL REPORT 2016 Statement on Corporate Social Responsibility CORPORATE SOCIAL RESPONSIBILITIES The Company acknowledges that Corporate Social Responsibility is the basis for building positive relationship towards the community and environment. The Community The Group believes that Companies live within the community and they are inter-dependent on one another. The Group is committed to provide continuous support to various activities as carried out by the charitable organization throughout Malaysia through sponsorship of food aids or monetary contributions for those communities in need. As a part of the activities, the Company also accepts undergraduates from local Universities and Colleges to perform and complete their industrial training. Medical Aid As a part of caring society, Fibon Berhad contributes to cancer patients, and sick patients to ease their burden of medical fees. Mr. Chew Chin Hong I/C No: Mdm Fong Yok Yin I/C No: Mdm Lee Meh Yen I/C No: Sport & Recreational Sponsorship Fibon sponsors to sport enthusiasts to nurture youth s interest and talents. With our private donations we enable youth to continue their dreams and stay on their road to victory 29

34 Statement on Corporate Social Responsibility cont d Food Aid & Monetary Contribution Fibon has offered monetary contributions as well as assistance in a form of food aids to the poor, elderly who lives alone and the less fortunate. [This page intentionally left blank] 30

35 ANNUAL REPORT 2016 Statement on Corporate Social Responsibility cont d Donation to Non-Profit Charitable Organisation Playing a small and humble role in society, Fibon makes a token of contribution to dialysis centre as part of support to their health program. Besides, we also contributed aids to the handicapped, disabled and old folk s home. We stress the importance of education and wellbeing of the orphans too by subsidizing assistance to the orphanage home. [This page intentionally left blank] 31

36 Statement on Corporate Social Responsibility cont d The Environment The Company is also committed to seek in the operation s continuous improvements to minimize any negative impact on the environment. The Company recognizes the importance of environment in which the business is operated on and have placed their efforts in making it an environmental friendly place to work on. (i) Save Energy Employees are encouraged to switch off non-essential electrical machinery, equipments and appliance when not in use. (ii) Save Trees The Company has implement and practice recycling paper waste to reduce the usage of paper. (iii) Recycle of waste Waste materials were recycled back to production if they are reusable. (iv) Save Animals The helpless and strayed animals are not left alone; FIBON has played a role to provide a safe haven and foods to the poor abandoned animals. 32