Corporate Information Corporate Structure Chairman s Statement Sustainability Statement Distribution Network Five-Years Group Financial Highlights

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2 CONTENTS Corporate Information 2 Corporate Structure 3 Chairman s Statement 4 Sustainability Statement 6 Distribution Network 7 Five-Years Group Financial Highlights 8 Notice of Annual General Meeting 9 Profile of Directors of Komarkcorp Berhad 11 Statement on Corporate Governance 15 Statement on Risk Management and Internal Control 25 Audit Committee Report 27 Other Information 31 Financial Statements 34 Analysis of Shareholdings 99 Anaysis of Warrant Holdings 102 List of Properties 104 Proxy Form

3 CORPORATE INFORMATION DIRECTORS Tan Sri Ahmad bin Mohd Don Chairman/Independent Non-Executive Director Koh Hong Koh Gak Siong Group Chief Executive Officer/Executive Director Datuk Tan Kwe Hee Joint Group Chief Executive Officer/Executive Director Koh Chie Jooi Executive Director Koh Chee Mian Executive Director Lim Pei Liam Ahat Kiat Executive Director Dato Yeow Wah Chin Independent Non-Executive Director Ihsan bin Ismail Independent Non-Executive Director MANAGEMENT TEAM Ong Ann Boon Director General Labels & Labelling Pte. Ltd. Chong Jiun Shyang Group Financial Controller Alex Yow Choon Wah Assistant General Manager Yoong Chee Wah Operation Manager Jessica Wong Pik Thau Group QA/QC Manager General Labels & Labelling (M) Sdn Bhd Komark International (M) Sdn Bhd AUDIT COMMITTEE Dato Yeow Wah Chin Chairman (Independent Non-Executive Director) Tan Sri Ahmad bin Mohd Don Member of the Committee (Independent Non-Executive Director) Ihsan bin Ismail Member of the Committee (Independent Non-Executive Director) REMUNERATION COMMITTEE Dato Yeow Wah Chin Chairman (Independent Non-Executive Director) Koh Hong Koh Gak Siong Member of the Committee (Group Chief Executive Officer/Executive Director) Datuk Tan Kwe Hee Member of the Committee (Joint Group Chief Executive Officer/Executive Director) Tan Sri Ahmad bin Mohd Don Member of the Committee (Independent Non-Executive Director) Ihsan bin Ismail Member of the Committee (Independent Non-Executive Director) NOMINATION COMMITTEE Dato Yeow Wah Chin Chairman (Independent Non-Executive Director) Ihsan bin Ismail Member of the Committee (Independent Non-Executive Director) REGISTERED OFFICE Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama Petaling Jaya Selangor Darul Ehsan Tel: Fax: PRINCIPAL PLACE OF BUSINESS (Headquarters) Lot 132, Jalan 16/1 Kawasan Perindustrian Cheras Jaya Balakong, Selangor Darul Ehsan Tel: Fax: AUDITORS Ong & Wong (AF0241) Chartered Accountants Unit C-20-5, Block C 20th Floor Megan Avenue II 12, Jalan Yap Kwan Seng Kuala Lumpur Tel: Fax: REGISTRARS Boardroom Corporate Services (KL) Sdn Bhd (Company No X) Lot 6.05, Level 6, KPMG Tower 8 First Avenue, Bandar Utama Petaling Jaya Selangor Darul Ehsan Tel: Fax: PRINCIPAL BANKERS Standard Chartered Bank Malaysia Berhad (Company No P) Bank of Shanghai Co Ltd Malayan Banking Berhad (Company No K) Kuwait Finance House (M) Berhad (Company No T) COMPANY SECRETARIES Tai Yit Chan (MAICSA ) Chan Yoke Peng (MAICSA ) STOCK EXCHANGE LISTING Main Market ( Listed in 1997) of Bursa Malaysia Securities Berhad (Company No W) Shares Warrants Stock Name : Komark Komark-WB Stock Code : WB 2

4 CORPORATE STRUCTURE 100% GENERAL LABELS & LABELLING (M) SDN. BHD. (93225-V) 100% KOMARK (THAILAND) CO. LTD. (1554/2358) 70% GENERAL LABELS & LABELLING (PENANG) SDN. BHD. ( W)* 30% 100% GENERAL LABELS & LABELLING (JB) SDN. BHD. ( X) 8.4% GENERAL LABELS & LABELLING PTE. LTD. ( C) 91.6% 1% 50% GENERAL LABELS & LABELLING (IPOH) SDN. BHD. ( W)* 50% 99% PT KOMARK LABELS AND LABELLING INDONESIA 100% KOMARK INTERNATIONAL (M) SDN. BHD. (96626-V) 49% KOMARK ENTERPRISE CO. LTD. (5053) 100% KOMARK INVESTMENT HOLDINGS LTD. (440077) 100% SHANGHAI KOMARK LABELS & LABELLING CO. LTD. (020411) 100% GUANGZHOU KOMARK LABELS & LABELLING CO. LTD. (100286) * ceased operation 3

5 CHAIRMAN S STATEMENT On behalf of the Board of Directors, I present the Annual Report of Komarkcorp Berhad and its subsidiary Companies ( Group ) for the financial year ended 30 April 2015 ( FYE 2015 ) PERFORMANCE REVIEW The FYE 2015 presented yet another challenging year for the Group. The Group recorded a decrease of 1.67% in revenue to RM million compared to RM million recorded in the preceding financial year. The Multinational Customers segment continued to contribute substantially to the Group s turnover. The result of the Group for FYE 2015 had been adversely affected by another exercise in the writing off of obsolete inventories and bad debts as well as provisions for slow moving inventories and doubtful debts. These adjustments which totalled RM million were mainly in respect of our operations in China. After taking into account of, the profit from operations of RM3.046 million, the loss before taxation for the year came to RM million compared to a loss of RM million for the preceding financial year. The loss after taxation for the year was RM million compared to a loss of RM million for the preceding financial year. Revaluation of land & buildings in China were also made at the end of FYE 2015 and it resulted in a surplus of RM9.531 million. This amount was recognized as a comprehensive income. 4

6 BUSINESS OUTLOOK AND OPERATIONAL STRATEGIES The economic recovery in the developed economies expanded with divergent growth momentum, but due to the expected slower growth in China, the overall growth rate in Asia is projected to be moderate. The Malaysian economy is expected to register a GDP growth of between % for 2015 compared to 6% achieved in As stated in my statement last year, the Group has put in place a turn-around plan intended to ensure that the Group is able to generate a sustainable profit commensurate with the capital employed. The measures include discontinuing unprofitable branches and operations, close monitoring of expenses, reducing wastages, reorganising workforce, re-evaluating market segment to focus on and explore new market. Similar exercises have also been undertaken for our operations in China. The Board continues to hold the view that these efforts will bear fruits in two years time. DIVIDEND The Board of Directors is not recommending any dividend payment for the financial year ended 30 April ACKNOWLEDGEMENTS On behalf of the Board of Directors, I wish to express our sincere appreciation to the Management and staff of the Group for their continued dedication, commitment and loyalty to the Group. I also wish to express our sincere appreciation to our valued shareholders, customers, business associates, government authorities and bankers for their continued support and cooperation. Ahmad Mohd Don Independent Non-Executive Chairman 5

7 SUSTAINABILITY STATEMENT Komarkcorp Berhad ( KB ) believes in serving the community in a sustainable manner, in all aspects of business operations which enhances the value of stakeholders. We have identified four important pillars to serve the community ethically with integrity. The Environment The Group has undertaken various measures to mitigate the adverse impact from our manufacturing operations to the environment such as disposal of chemicals and compliance to Environment Act. We have in place our Environment Policy for our employees to meet and comply with such requirements. The Group also encourages its employees to reduce our energy and water consumption, reduce the paper usage and to recycle whenever possible. The Community The Group continues to contribute to the charitable, social and its employees welfare. The Marketplace The Group engages in ethical procurement practices by adopting a standard procedure in the vendor selection and ensures that the supplies are in accordance to the Group s materials requirements. The Group also continues to strive to meet the expectation of its shareholders by enhancing the value of the Group in all possible ways. Workplace The Group recognises that employees are important assets. In line with this belief, the Group has in place a Safety & Health Policy to provide a safe and healthy working environment to its employees with comprehensive occupational health and safety resources and also a Training Policy to be committed to train and develop its employees to anticipate changing requirements of today working needs and latest technology in the industry. Through the proper human capital development, the Group aspires to develop its employees to be relevant in today s working environment. 6

8 DISTRIBUTION NETWORK MALAYSIA HEADQUARTERS - KUALA LUMPUR JOHOR BAHRU LANGFANG GUANGZHOU SHANGHAI THAILAND INDONESIA SINGAPORE 7

9 FIVE -YEARS GROUP FINANCIAL HIGHLIGHTS Year ended 30 April Operating Result (RM'000) Turnover 139, , , , ,968 Profit / (Loss) Before Tax (11,119) (28,704) (2,273) 830 2,900 Profit / (Loss) After Tax (12,781) (28,909) (4,831) 79 2,115 Total Comprehensive Income/(Loss) (2,036) (17,366) (4,036) 1,591 1,847 Key Balance Sheet Data (RM'000) Total Assets 194, , , , ,314 Total Interest Bearing Borrowings 54,327 72,319 69,938 66,019 75,710 Total Liabilities 86, , ,799 94,891 99,003 Paid-Up Capital 30,653 81,275 81,275 81,275 81,275 Shareholders' Equity 108,706 98, , , ,311 Share Information Per share (sen) Basic EPS /(LPS) (12.60) (35.60) (6.00) Gross Dividend (Recommended) Net Assets Financial Ratio (%) Return on Equity (11.76) (29.24) (4.14) Return on Total Assets (6.56) (14.16) (2.19) Gearing ratio TURNOVER (RM 000) PROFIT/LOSS BEFORE TAX (RM 000) PROFIT/LOSS AFTER TAX (RM 000) , , , , , , , (2,273) (11,119) (4,831) (12,781) (28,704) (28.909)

10 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the Nineteenth Annual General Meeting of the Company will be convened and held at Hang Li Po Room, The Mines Wellness Hotel, Jalan Dulang, Mines Resort City, Seri Kembangan, Selangor Darul Ehsan on Tuesday, 27 October 2015 at a.m. to transact the following businesses:- AGENDA As Ordinary Business 1. To receive the Audited Financial Statements for the financial year ended 30 April 2015 together with the Directors and Auditors Reports thereon. Please refer to Note 1 of the Explanatory Notes 2. To approve the Directors Fees for the financial year ended 30 April 2015 and the payment thereof. Ordinary Resolution 1 3. To consider and, if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:- THAT Datuk Tan Kwe Hee, who retires pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company. Ordinary Resolution 2 4 To re-elect the following Directors who are retiring under Article 93.1 of the Articles of Association of the Company:- (i) Mr Koh Chee Mian Ordinary Resolution 3 (ii) Mr Lim Pei Liam Ahat Kiat Ordinary Resolution 4 (iii) Dato Yeow Wah Chin Ordinary Resolution 5 5. To re-appoint Messrs Ong & Wong as Auditors of the Company and to authorise the Directors to fix their remuneration. Ordinary Resolution 6 As Special Business To consider and, if thought fit, to pass the following resolution:- 6. Proposed Authority under Section 132D of the Companies Act, 1965 for the Directors to issue shares THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby authorised to issue shares in the Company at any time until the conclusion of the next Annual General Meeting upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued share capital of the Company (excluding treasury shares) for the time being, subject always to the approval of all relevant regulatory bodies being obtained for such allotment and issue. Ordinary Resolution 7 BY ORDER OF THE BOARD TAI YIT CHAN (MAICSA ) CHAN YOKE PENG (MAICSA ) Secretaries Selangor Darul Ehsan Date: 29 September

11 NOTICE OF ANNUAL GENERAL MEETING (cont d) NOTES 1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. 2. A member may appoint not more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. 3. Where a member of the Company is an exempt authorised nominee which holds shares in the Company for multiple beneficial owners in one securities account ( omnibus account ) as defined under the Securities Industry (Central Depositories) Act, 1991, there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its Common Seal or under the hand of the attorney. 5. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority, must be deposited at the Registered Office of the Company at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time set for holding the meeting or any adjournment thereof. 6. In respect of deposited securities, only members whose names appear on the Record of Depositors on 20 October 2015 (General Meeting Record of Depositors) shall be eligible to attend, speak and/or vote at the meeting or appoint proxy(ies) to attend, speak and/or vote on his behalf. Explanatory Notes: (1) To receive the Audited Financial Statements Agenda item no. 1 is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this item on the Agenda is not put forward for voting. (2) To re-appoint the Director over Seventy (70) years of age This proposed resolution is in accordance with Section 129(6) of the Companies Act, 1965 and if passed, Datuk Tan Kwe Hee, who is over seventy (70) years of age, will be re-appointed as Director of the Company and will hold office until the conclusion of the next Annual General Meeting. (3) Proposed Authority under Section 132D of the Companies Act, 1965 for the Directors to issue shares The Company had, during its Eighteenth Annual General Meeting ( AGM ) held on 28 October 2014, obtained its shareholders approval for the general mandate for issuance of shares pursuant to Section 132D of the Companies Act, 1965 ( the Act ). The Company did not issue any shares pursuant to this mandate obtained. The Ordinary Resolution 7 proposed under item 6 of the Agenda is a renewal of the general mandate for issuance of shares by the Company under Section 132D of the Act. The mandate, if passed, will provide flexibility for the Company and empower the Directors to allot and issue new shares speedily in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company (other than bonus or rights issue) for purpose of funding the working capital and future investment of the Group. This would eliminate any delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such issuance of shares. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next AGM. Personal data privacy: By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ), (ii) warrants that where the member discloses the personal data of the member s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member s breach of warranty. 10

12 PROFILE OF DIRECTORS of Komarkcorp Berhad Tan Sri Ahmad Bin Mohd Don Age : 68 Nationality : Malaysian Qualification : 1. Bachelor of Economics & Business (First Class Hons) Aberystwyth University, United Kingdom 2. Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) 3. Members of the Malaysian Institute of Certified Public Accountants Directorate : Independent Non-Executive Director Designation : Chairman Other Directorships of Public Companies : 1. MAA Group Berhad 2. United Malacca Berhad 3. Hap Seng Plantations Holdings Berhad The Date He Was First Appointed to the Board : 16 August 2013 The Details of Any Board Committee to Which He Belongs : Audit Committee and Remuneration Committee of Komarkcorp Berhad Family Relationship With Any Director and / or Major Shareholders of the Company : None Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Tan Sri Ahmad Bin Mohd Don, is the Independent Non- Executive Chairman of Komarkcorp Berhad. He was first appointed as an Independent Non-Executive Director on 16 August 2013 and became the Chairman on 11 September Tan Sri Ahmad is a summa cum laude graduate in Economics and Business from the Aberystwyth University, United Kingdom. He is a fellow of the Institute of Chartered Accountants in England and Wales and a member of the Malaysian Institute of Certified Public Accountants. Tan Sri Ahmad has extensive experience in finance and banking, having worked in various capacities with Pernas Securities Sdn Bhd, Permodalan Nasional Berhad and Malayan Banking Berhad. He was the Group Managing Director and Chief Executive Officer of Malayan Banking Berhad from 1991 to 1994 before assuming the position as the Governor of Bank Negara Malaysia from May 1994 to August Koh Hong Koh Gak Siong Age : 67 Nationality : Malaysian Qualification : Malaysian Certificate of Education Directorate : Executive Director Designation : Group Chief Executive Officer Other Directorships of Public Companies : None The Date He Was First Appointed to the Board : 16 June 1997 The Details of Any Board Committee to Which He Belongs : Remuneration Committee of Komarkcorp Berhad Family Relationship With Any Director and / or Major Shareholders of the Company : Parent to Mr. Koh Chie Jooi and Mr. Koh Chee Mian Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Mr. Koh Hong Koh Gak Siong is the founder of the Komarkcorp Group of Companies and is currently the Chief Executive Officer of Komarkcorp Group. He is responsible for formulating the overall business development and corporate strategies for the Group. Mr. Koh has been engaged in the manufacturing of pressure sensitive labels and automatic labelling systems for over 38 years during which he gained wide experience in product development and corporate management. He co-invented two sets of patented feeding mechanism in hand-held labellers and precision products feeding device with pneumatic logistic control systems in automatic labelling machines, respectively. Mr. Koh s efforts were recognised by the Malaysian Government when General Labels & Labelling (M) Sdn Bhd and Komark International (M) Sdn Bhd, wholly-owned subsidiaries of Komarkcorp Berhad, were granted Pioneer Status for the manufacturing of automatic labelling machines and hand-held labellers by Malaysia Industrial Development Authority (MIDA), Malaysia in 1991 and 1997, respectively. The Number of Board Meetings Attended in the Financial Year : 5 out of 5 The Number of Board Meetings Attended in the Financial Year : 5 out of 5 11

13 PROFILE OF DIRECTORS (cont d) of Komarkcorp Berhad Datuk Tan Kwe Hee Age : 71 Nationality : Malaysian Qualification : 1. Masters in Business Administration (Hull, United Kingdom) 2. Associate in Banking (Malaysia) 3. Associate of Malaysian Institute of Management Directorate : Executive Director Designation : Joint Group Chief Executive Officer Other Directorships of Public Companies : Group Director of Bina Puri Holdings Bhd The Date He Was First Appointed to the Board : 16 August 2013 The Details of Any Board Committee to Which He Belongs : Remuneration Committee of Komarkcorp Berhad Family Relationship With Any Director and / or Major Shareholders of the Company : None Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Datuk Tan Kwe Hee was appointed as executive director of Komarkcorp Berhad on 16 August 2013 and is currently the Joint Group Chief Executive Officer of Komarkcorp Group. He is responsible for the overall financial matters. Datuk Tan was retired as a Senior Banker who has served in UMBC Bank for 9 1/2 years and AFFIN Bank for 26 years. He has vast banking experience which covers branch banking, banking operations and loan recovery. He retired as Senior Vice President of AFFIN Bank in While still serving in AFFIN Bank, he was appointed by Bank Negara Malaysia (BNM) in August 1996 as Loan Recovery Advisor to the BNM recovery management team on RHB-RMBB Assets (the then Rakyat Merchant Bank). Datuk Tan is the Group Director of Bina Puri Holdings Bhd. He joined Bina Puri Holdings as Group Financial Advisor in 2003 and later on appointed as Group Executive Director in March Koh Chie Jooi Age : 37 Nationality : Malaysian Qualification : Degree in Bachelor of Commerce Directorate : Executive Director Designation : Nil Other Directorships of Public Companies : None The Date He Was First Appointed to the Board : 27 June 2002 The Details of Any Board Committee to Which He Belongs : None Family Relationship With Any Director and / or Major Shareholders of the Company : Child of Mr. Koh Hong Koh Gak Siong and brother of Mr. Koh Chee Mian. Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Mr. Koh Chie Jooi was appointed to the Board of Komarkcorp Berhad as an Executive Director on 27 June On 16 May 2011, he was appointed as Managing Director of the Komarkcorp Group. On 27 March 2014, he was redesignated as an Executive Director of Komarkcorp Berhad and as Managing Director at subsidiaries level and responsible for Asean subsidiaries. He graduated from the University of Sydney, Australia with a degree in Bachelor of Commerce. Prior to joining Komarkcorp in December 2001 as Assistant Accounts Manager, he was attached to KPMG from February 2001 to November 2001, with his last held position as Audit Assistant. Mr Koh is currently overseeing the overall operation except for China operations and also formulating the business development and corporate strategies for the Group. The Number of Board Meetings Attended in the Financial Year : 5 out of 5 The Number of Board Meetings Attended in the Financial Year : 5 out of 5 12

14 PROFILE OF DIRECTORS (cont d) of Komarkcorp Berhad Koh Chee Mian Age : 35 Nationality : Malaysian Qualification : Degree in Bachelor of Engineering Directorate : Executive Director Designation : Nil Other Directorships of Public Companies : None The Date He Was First Appointed to the Board : 15 December 2003 The Details of Any Board Committee to Which He Belongs : None Family Relationship With Any Director and / or Major Shareholders of the Company : Child of Mr. Koh Hong Koh Gak Siong and brother of Mr. Koh Chie Jooi. Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Mr Koh Chee Mian was appointed to the Board of Komarkcorp Berhad as an Executive Director on 15 December On 16 May 2011, he was appointed as Deputy Managing Director of Komarkcorp Group. On 27 March 2014, he was redesignated as an Executive Director of Komarkcorp Berhad and as Managing Director at subsidiaries level in charge for China subsidiaries. He graduated from the King s College London, United Kingdom with a degree in Bachelor of Engineering. Lim Pei Liam Ahat Kiat Age : 69 Nationality : Malaysian Qualification : 1. Diploma in Banking from Institute of Bankers, London 2. Senior Associate of Institute of Bankers, Malaysia Directorate: Executive Director Designation : Company Director Other Directorships of Public Companies : Poh Huat Resources Holdings Berhad The Date He Was First Appointed to the Board : 16 August 2013 The Details of Any Board Committee to Which He Belongs : None Family Relationship With Any Director and / or Major Shareholders of the Company : None Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Mr Lim Pei Liam Ahat Kiat has 20 years of experience in large commercial group and position last held was Branch Manager of UMBC Bank. In 1998, Mr Lim set up his own trading business in both Thong Thye Siang Sdn Bhd. and Great Plus Enterprise Sdn. Bhd. The Number of Board Meetings Attended in the Financial Year : 5 out of 5 Currently, Mr Koh is the person-in-charge of the overall operations in China. He is a Member of Council of The Flexography Printing Branch of China Printing Technology Association. The Number of Board Meetings Attended in the Financial Year : 4 out of 5 13

15 PROFILE OF DIRECTORS (cont d) of Komarkcorp Berhad Dato Yeow Wah Chin Age : 55 Nationality : Malaysian Qualification : 1. Bachelor of Economics (Hons) University Kebangsaan Malaysia 2. Bachelor of Laws (LL.B) (Hons) Aberystwyth University, United Kingdom 3. Certificate in Legal Practice Directorate: Independent Non-Executive Director Designation : Company Director Other Directorships of Public Companies : Bina Puri Holdings Bhd The Date He Was First Appointed to the Board : 16 August 2013 The Details of Any Board Committee to Which He Belongs : Chairman of Audit Committee, Remuneration Committee and Nomination Committee of Komarkcorp Berhad Family Relationship With Any Director and / or Major Shareholders of the Company : None Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Dato Yeow Wah Chin was appointed to the Board of Komarkcorp Berhad as a Non-Independent Non-Executive Director on 16 August 2013 and redesignated as an Independent Non-Executive Director on 21 November A lawyer by profession, Dato Yeow holds a Bachelor of Economics (Hons) degree from University Kebangsaan Malaysia in 1984 and worked with Malayan Banking Bhd. for a few years before he went for further studies to read law at the University College of Wales, Aberystwyth, United Kingdom in September, 1989 where he graduated with LLB (Hons) degree in Upon his return he continued to serve Malayan Banking Bhd. for two years before he set up his own legal practice, Messrs Yeow & Salleh in He specialises in banking and commercial law. He has been appointed as a member of Advocates and Solicitors Disciplinary Committee for some years and had also served as a committee member of the Conveyancing Practice Committee of the Bar Council. As an experienced practising lawyer, he had also been appointed to serve as Legal Advisor for the Society of Interpreters of the Deaf in Selangor and Wilayah Persekutuan and Yeow See Association in Melaka. He is a member of the Board of the Company. He also sits as a member of the Board of Bina Puri Holdings Berhad. Ihsan bin Ismail Age : 52 Nationality : Malaysian Qualification : 1. Master in Business Administration California State University, School of Business Administration 2. Bachelor of Science in Business Administration Oregon State University, School of Business Administration Directorate : Independent Non-Executive Director Designation : Company Director Other Directorships of Public Companies : None The Date He Was First Appointed to the Board : 1 January 2009, resigned on 16 August 2013 and re-appointed on 23 September 2013 The Details of Any Board Committee to Which He Belongs : Audit Committee, Remuneration Committee and Nomination Committee of Komarkcorp Berhad Family Relationship With Any Director and / or Major Shareholders of the Company : None Conflict of Interest : None List of Convictions for Offences Within the Past 10 Years Other Than Traffic Offences : None Working Experience : Encik Ihsan bin Ismail was re-appointed to the Board of Komarkcorp Berhad as an Independent Non-Executive Director on 23 September 2013 after resignation from his first appointment on 16 August He joined Lembaga Tabung Haji as an investment officer after graduating from California State University, USA in 1987 with a Master in Business Administration. Encik Ihsan was attached to Lembaga Tabung Haji for 9 years from 1987 to 1996 and he was a special assistant to Deputy Director General in Investment and an assistant director of corporate affair prior to setting up his own business. He also represented Tabung Haji in several companies namely Syarikat Peladang Tabung Haji Sdn Bhd for 7 years from 1989 to 1996 and Syarikat Times Offset Malaysia Sdn Bhd for 15 years from 1992 to Encik Ihsan has wide experience in investment management and project evaluations. The Number of Board Meetings Attended in the Financial Year : 5 out of 5 The Number of Board Meetings Attended in the Financial Year : 5 out of 5 14

16 Statement on Corporate Governance The Board of Directors appreciates the importance of adopting high standards of corporate governance within the Group. The Board views corporate governance as synonymous with three key concepts: namely transparency, accountability and corporate performance. As such, the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form. This Statement outlines the key aspects of how the Company has applied and taken into account the Principles enumerated under the Malaysian Code of Corporate Governance 2012 (the Code ) during the financial year ended Where there are gaps in the Company s observation of any of the Recommendations of the Code, these are disclosed herein with explanations. Principles Statement The following statement sets out how the Group has applied and the extent of its compliance with the best practices set out in the Code. A. Establish Clear Roles and Responsibilities The Group acknowledges the pivotal role played by the Board in the stewardship of its direction and operations, and ultimately the enhancement of long-term shareholder 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. The role and function of the Board, as well as the differing roles of executive directors and non-executive directors are clearly delineated and defined. The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy and direction, acquisition and investment policy, approval of major capital expenditure, consideration of significant financial matters and its review of the financial and operating performance of the Group. The schedule ensures that the governance of the Group is firmly in the Board s hands. Board Charter and Board Committees The Board Charter of the Company is in place which sets out how its roles, responsibilities, composition and processes, having regard to principles of good corporate governance and requirements of Main Market Listing Requirements ( MMLR ) of Bursa Malaysia Securities Berhad ( Bursa Securities ). The Board Charter further defines the matters that are reserved for the Board and its committees as well as the roles and responsibilities of the Chairman, Group Chief Executive Officer and Group Joint Chief Executive Officer. Steps will be taken to upload the salient features of the Board Charter on the Company s website at com.my. As set out in the Board Charter, the Board is responsible for: reviewing and adopting strategic plan, monitoring corporate performance and implementation of strategies and policies and ensuring that the strategies promote sustainability; overseeing the conduct of the Company s business and build sustainable value for shareholders; reviewing the procedures to identify principal risks and ensuring the implementation of appropriate internal controls and mitigation measures; succession planning, including appointing, assessing, training, fixing the compensation of and where appropriate, replacing senior management; developing and implementing a Corporate Disclosure Policy (including an investor relations programme) for the Group; reviewing the adequacy and the integrity of the internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines; ensuring that the Company s financial statements are true and fair and conform with the accounting standards; monitoring and reviewing policies and procedures relating to occupational health and safety and compliance with relevant laws and regulations; and Ensuring that the Company adheres to high standards of ethics and corporate behaviour. 15

17 Statement on Corporate Governance (cont d) To assist the Board in carrying out its fiduciary duties and to enhance business and operational efficiency, the Board of Directors delegates certain duties to its committees, namely the Audit Committee, Nomination Committee and Remuneration Committee. Each Board Committee operates in accordance with the written terms of reference approved by the Board. The Board receives reports of their proceedings and deliberations. The Chairman of the various committees will report to the Board the outcome of the Committee meetings which will be recorded in the minutes of the Board meeting. The ultimate responsibility for decision making, however, lies with the Board. Code of Conduct The Group Code of Conduct ( COC ) is in place that is applicable to all its Directors and employees. The Board noted the importance of the Code of Ethics and Conduct of the Group that emphasized the Group s commitment to ethical practices and compliance with the applicable laws and regulations which also governs the standards of ethics and good conduct expected from the Directors and employees of the Group. Sustainability The Board recognises the importance of sustainability and its increasing significance in the business. The Board is committed to understanding and implementing sustainable practices and to exploring the benefits to the business whilst attempting to achieve the right balance between the needs of the wider community, the requirements of shareholders and stakeholders and economic success. The Company has in place a Sustainability Policy which aims to endeavour to integrate the principles of sustainability into the Company s strategies, policies and procedures and ensure that the Board and senior management are involved in implementation of this policy, review the sustainability performance and create a culture of sustainability within the Company, and the community, with an emphasis on integrating the environmental, social and governance considerations into decision making and the delivery of outcomes. Supply and Access to Information The Chairman ensures that all directors have full and timely access to information. Prior to the meetings of the Board and the Board Committees, notice of agenda together with previous minutes and other relevant information were circulated to all directors on a timely basis in order to enable the directors to be well informed and briefed before the meetings. All directors also have full and free access to information within the Group and can as individuals or as a full Board seek independent professional advice, in furtherance of their duties, at the expense of the Group. Every director also has unhindered access to the advice and services of the Company Secretaries. The Board believes that the current Company Secretaries are capable of carrying out their duties to ensure the effective functioning of the Board. In the event that any one of the Company Secretaries fails to fulfil her functions effectively, the terms of the appointment permits her removal and appointment of successor which is a matter for the Board to decide. Company Secretaries The Company Secretaries plays an advisory role to the Board in relation to the Company s constitution, the Board s policies and procedures, and compliance with the relevant regulatory requirements, codes or guidance and legislations. The Company Secretaries are suitably qualified, competent and capable of carrying out the duties required and has attended training and seminars conducted by The Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) to keep abreast with the relevant updates on statutory and regulatory requirements and updates on the MMLR of Bursa Securities, Related Party Transactions and Corporate Disclosure Guide. The Company Secretaries also serves notice to the Directors and Principal Officers to notify them of closed periods for trading in the Company s shares, in accordance with Chapter 14 of the MMLR of Bursa Securities. Deliberations during the Board and Board Committees meetings were properly minuted and documented by the Company Secretaries. B. Strengthen Composition The Board consists of eight (8) Directors, comprising an Independent Non-Executive Chairman, five (5) Executive Directors and two (2) Independent Non-Executive Directors. One third (1/3) of the Board comprises of Independent Non-Executive Directors, in compliance with Paragraph 15.02(1) of the MMLR of Bursa Securities. The profile of each Directors is set out on pages 11 to 14 of this Annual Report. 16

18 Statement on Corporate Governance (cont d) Nomination Committee The Company s Nomination Committee ( NC ) comprised of two (2) Members, all of whom are Independent Non- Executive Directors. The Board trust that the NC Chairman is independent and able to contribute effectively to the NC in view of his wide and vast experience in the industry. During the financial year ended 30 April 2015, two (2)NC meetings were held and the attendances are as follows: No Name of Committee Members Number of meetings attended/held 1. Datuk Ng Peng Ng Peng Hay (1) (Chairman, Independent Non-Executive Director) 2. Dato Yeow Wah Chin (2) (Chairman, Independent Non-Executive Director) 3. Encik Ihsan Bin Ismail (Member, Independent Non-Executive Director) 2/2 2/2 2/2 Notes: (1) Retired as Independent Non-Executive Director at the Eighteenth Annual General Meeting held on 28 October Accordingly, he had ipso facto ceased to be the Chairman of Audit Committee, NC and Remuneration Committee. (2) Redesignated as Independent Non-Executive Director on 21 November At the same time, he was also appointed as Chairman of Audit Committee, NC and Remuneration Committee. The NC makes recommendations to the Board on suitable candidates for appointment as Board members, member of Board Committees and Chief Executive Officer/Executive Director of the Company based on the following evaluation criteria: skills, knowledge, expertise and experience; professionalism; time commitment to effectively discharge his/her role as a director; contribution and performance; character, integrity and competence; boardroom diversity including gender diversity; and in the case of candidates for the position of independent non-executive directors, the NC shall also evaluate the candidates ability to discharge such responsibilities/functions as are expected from independent nonexecutive directors. The NC will arrange for the induction of any new Directors appointed to the Board to enable them to have a full understanding of the nature of the business, current issues within the Company and corporate strategies as well as the structure and management of the Company. The Board has via the NC reviewed and assessed the size of Board, required mix of skills, experience, performance and contribution of Directors; effectiveness of the Board as a whole; independence of Independent Directors and training courses required by the Directors, and is satisfied with the current composition and performance of the Board. The Board has approved the establishment of a Diversity Policy. This policy aims to set the approach to achieve diversity on Komarkcorp s Board and its workforce. From time to time, the Board will review and monitor the implementation of this policy to ensure its effectiveness and if necessary, set measurable steps to achieve this objective. The evaluation of the suitability of candidates is based on the candidates competency, character, time commitment, integrity and experience in meeting the needs of the Company. With the current composition, the Board feels that its members have the necessary knowledge, experience, requisite range of skills and competence to enable them to discharge their duties and responsibilities effectively. All Directors on the Board have gained extensive experience with their many years of experience on company Boards and/or also as professionals in their respective fields of expertise. 17

19 Statement on Corporate Governance (cont d) Remuneration Committee The Remuneration Committee ( RC ) comprises five (5) Members, in which majority are Non-Executive Directors. The RC is responsible for evaluating, deliberating and recommending to the Board the compensation and benefits that are fairly guided by market norms and industry practices for the business the company is in. The RC is also responsible for evaluating the Executive Directors remuneration which is linked to the performance of the Executive Director and performance of the Group. Individual Directors do not participate in the decisions regarding his or her individual remuneration. The RC recommends the Director s fee payable to members of the Board and are deliberated at the Board before it is presented at the Annual General Meeting ( AGM ) for shareholders approval. The Board and RC strive to ensure a fair structure of compensation for an organization of this size and market sector and business complexity. It is also aimed at attracting and retaining Directors who have the right calibre, skills and experience to contribute meaningfully towards the success of the business. During the financial year ended 30 April 2015, one (1) RC meeting was held and the attendance is as follows: No Name of Committee Members Number of meetings attended/held 1. Datuk Ng Peng Ng Peng Hay (1) (Chairman, Independent Non-Executive Director) 2. Dato Yeow Wah Chin (2) (Chairman, Independent Non-Executive Director) 3. Tan Sri Ahmad Bin Mohd Don (Member, Independent Non-Executive Director) 4. Encik Ihsan Bin Ismail (Member, Independent Non-Executive Director) 5. Mr Koh Hong Koh Gak Siong (Member, Group Chief Executive Director) 6. Datuk Tan Kwe Hee (Member, Joint Group Chief Executive Director) 1/1 N/A 1/1 1/1 1/1 1/1 Notes: (1) Retired as Independent Non-Executive Director at the Eighteenth Annual General Meeting held on 28 October Accordingly, he had ipso facto ceased to be the Chairman of Audit Committee, NC and RC. (2) Redesignated as Independent Non-Executive Director on 21 November At the same time, he was also appointed as Chairman of Audit Committee, NC and RC. There was no meeting held since his appointment as RC member during the financial year. The RC has reviewed and recommended to the Board the Directors fees for the Non-Executive Directors. The Directors fees are subject to shareholders approval at the Company s forthcoming Annual General Meeting pursuant to the Articles of Association of the Company. Details of remuneration of Directors of the Company for the financial year ended 30 April 2015 are as follows: Executive RM 000 Non-Executive RM 000 Directors Fees Salaries & Bonuses Defined Contribution Plan - - Other Benefits - - Total 1,

20 Statement on Corporate Governance (cont d) The number of directors of the Company in each remuneration band is as follows: Band (RM) Executive Non-Executive Below 50, , , , , , , , , Total 4 3 C. Reinforce Independence The Board recognises the importance of independence and objectivity in its decision making process which is in line with the Code. The directors with their different backgrounds and specialisation, collectively bring with them a wide range of experience and expertise in areas such as finance, corporate affairs, marketing and operations. The executive directors are responsible for implementing the policies and decisions of the Board, overseeing the operations as well as co-ordinating the development and implementation of business and corporate strategies. The nonexecutive directors play key supporting roles, contributing their knowledge and experience towards formulating policies and in the decision-making process. They do not engage in day-to-day management of the Company and do not participate in any business dealings with the Company. The independent non-executive directors bring with them objective and independent judgement to decision-making and provide a capable check and balance for the executive directors. The Board is also satisfied that its composition fairly reflects the investment of minority shareholders in the Company. Annual Assessment of Independence The concept of independence adopted by the Board is in tandem with the definition of an independent director in paragraph 1.01 of the MMLR of Bursa Securities and the Practice Note 13 issued pursuant to the MMLR. The key element for fulfilling the criteria is the appointment of an independent director who is not a member of management and who is free of any relationship which could interfere with the exercise of independent judgement or the ability to act in the best interest of the Company. The Board, via NC assesses Independent Director s independence to ensure ongoing compliance with this requirement annually. Any Director who considers that he has or may have a conflict of interest or a material personal interest or a direct or indirect interest or relationship that could reasonably be considered to influence in a material way the Director s decisions in any matter concerning to the Company is required to immediately disclose to the Board and to abstain from participating in any discussion or voting on the respective matter. For the financial year ended 30 April 2015, the Board assessed the independence of its Independent Non-Executive Directors based on the criteria set out in the MMLR of Bursa Securities. The Board is satisfied with the level of independence demonstrated by all the Independent Directors and their ability to act in the best interest of the Company. Tenure of Independent Directors The Board is mindful of the recommendation of the Code on limiting the tenure of Independent Directors to nine (9) years of service. In line with the Code and to enable a balance of power and authority in the Board, the Board Charter, which has been adopted by the Company, sets out the restriction on the tenure of an Independent Director to a cumulative term of nine (9) years. However, an Independent Director may continue to serve the Board upon reaching the 9-year limit subject to the Independent Director s re-designation as a Non-Independent Non-Executive Director. In the event the Board intends to retain the Director as Independent after the latter has served a cumulative term of nine (9) years, the Board must justify the decision and seek shareholders approval at general meeting. In justifying the decision, the NC is entrusted to assess the candidate s suitability to continue as an Independent Non-Executive Director based on the criteria on independence. 19