contents Corporate Information Group Corporate Structure Chairman & Managing Director s Statement Directors Profiles Statement on Corporate Governance

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2 contents Corporate Information Group Corporate Structure Chairman & Managing Direcr s Statement Direcrs Profiles Statement on Corporate Governance Audit Committee Report Statement on Internal Control Responsibility Statement by the Board of Direcrs Financial Statements List of Properties Statistics of Shareholdings Notice of Seventh Annual General Meeting Form of Proxy

3 02 Corporate Information BOARD OF DIRECTORS EDMOND CHEAH SWEE LENG Chairman/Senior Independent Non-Executive Direcr LOW CHIN GUAN Managing Direcr KWEK SIEW LENG Executive Direcr TOH SENG THONG Independent Non-Executive Direcr DATO DR. NORRAESAH BINTI HAJI MOHAMAD Independent Non-Executive Direcr Front : (From left right) Edmond Cheah Swee Leng, Low Chin Guan Back : (From left right) Kwek Siew Leng, Toh Seng Thong, Da Dr. Norraesah Binti Haji Mohamad AUDIT COMMITTEE Chairman Toh Seng Thong Members Edmond Cheah Swee Leng Da Dr. Norraesah Binti Haji Mohamad NOMINATION COMMITTEE Chairman Edmond Cheah Swee Leng Member Toh Seng Thong REMUNERATION COMMITTEE Chairman Edmond Cheah Swee Leng Members Low Chin Guan Toh Seng Thong EMPLOYEES SHARE OPTION SCHEME COMMITTEE Chairman Low Chin Guan Member Kwek Siew Leng COMPANY SECRETARY Chua Siew Chuan (MAICSA ) Pan Seng Wee (MAICSA ) REGISTERED OFFICE 1, Jalan 8, Pengkalan Chepa 2 Industrial Zone Kota Bharu, Kelantan Tel : Fax : REGISTRAR Securities Services (Holdings) Sdn. Bhd. Level 7, Menara Milenium, Jalan Damanlela Pusat Bandar Damansara Damansara Heights Kuala Lumpur Tel : Fax : PRINCIPAL BANKERS AmBank (M) Berhad Export-Import Bank of Malaysia Berhad HSBC Bank Malaysia Berhad OCBC Bank (Malaysia) Berhad RHB Bank Berhad RHB Islamic Bank Berhad Standard Chartered Bank Malaysia Berhad AUDITORS Ernst & Young Chartered Accountants Tingkat 4, Bangunan PKINK Jalan Tengku Maharani Kota Bharu Kelantan STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad ADVENTA BERHAD M

4 03 Group Corporate Structure BERHAD 100% Terang Nusa Sdn. Bhd. Manufacture and distribution of sterile surgical and medical examination gloves 100% 100% Terang Nusa (Malaysia) Sdn. Bhd. (Formerly known as American Healthcare (Malaysia) Sdn. Bhd.) Manufacture and distribution of sterile surgical and medical examination gloves Profit Point Manufacturing Sdn. Bhd. Manufacture and distribution of medical examination gloves 100% Ulma International GmbH Distribution of medical gloves and other hospital related products 100% Nusaco Sdn. Bhd. Generation and supply of energy and electricity using biomass technology 97.2% Purnabina Sdn. Bhd. Manufacture and distribution of medical 100% examination and dental gloves Icodex Sdn. Bhd. Dormant 100% Adventa Health Sdn. Bhd. Distribution of medical gloves and other hospital related products 100% Suizze Health Limited Dormant 100% Cozena Limited Investment holding 100% Kevenoll S.A. Manufacture and distribution of medical gloves 100% Cytec (M) Sdn. Bhd. Generation and supply of energy and electricity using biomass technology 100% Confidex Sdn. Bhd. Dormant 60% Utama Associates Sdn. Bhd. Trading in medical and healthcare equipment and appliances 100% Sun Healthcare (M) Sdn. Bhd. Trading in medical and healthcare equipment and appliances ANNUAL REPORT 2009

5 04 Chairman & Managing Direcr s Statement DEAR SHAREHOLDERS, As we write this, events and conditions are changing was a ugh year, coming immediately after the 2008 financial meltdown. Our businesses were largely not affected in sales or volume but our income was affected badly. At the beginning of the year we thought that the damage would be contained and minimised by the massive financial stimulus of the major economies, and Malaysia on a smaller scale, but even that was not sufficient hold up the Ringgit. As a result, the Company lost substantially in the forward foreign exchange contracts entered in the middle of 2008 protect our income. A loss of RM11.6 million has been recorded provide for all the foreign exchange losses of these contracts. We have learned that in a fluid financial environment, risk management has be equally fluid and reviewed very frequently as the risks shift from cost monetary rather quickly. FINANCIAL REVIEW In the financial year from November 2008 Ocber 2009, the Group s revenue grew by 14%, taling RM282 million, and a commendable net profit after tax of RM16.9 million was recorded after the foreign exchange loss of RM11.6 million. If the foreign exchange loss was added back, the net profit would have grown by 57.4%. The improvement in operating profit before foreign losses comes from the bigger economy of scale in certain products and, as mentioned in our report last year, a repositioning in the market and the discontinuation of non-profitable products. The real growths of existing products are well beyond the 14% growth in revenue. Two new products added last year improved the sales and operating margins. DIVIDEND The Board is pleased recommend shareholders a final dividend of 4 sen per share (tax exempt) for the financial year ended 31 Ocber 2009, subject the approval of the shareholders at the Annual General Meeting be convened on 25 March ADVENTA BERHAD M

6 05 Chairman & Managing Direcr s Statement OUR BUSINESSES Surgical Gloves On the business of surgical gloves, which we know best, we are growing strongly in all markets. Capacity will continue be added this year increase the production volume by 30%, anticipating the strong trend of growth in the Group s higher-end products over the past three years generate greater demand in the next three years. Anchoring this business are our brands in the markets. We continue expand our product range and market reach in this specialised field through innovation and consumer focus. Synthetic Gloves We have started the investment in a new plant produce synthetic gloves that will complement our existing lines of natural rubber products. The synthetic products are generating new interests in developed markets like the United States. This highly aumated plant is being built achieve the highest yield and efficiency in the industry and when fully operational in the third quarter of 2010 will have a revenue potential exceeding RM120 million a year. Distribution Business The distribution business is growing o although at a slower pace than expected, largely due insufficient product types and delays in acceptance trials. A new team is being brought in strengthen this shortfall. This division will generate multiple new opportunities in the hospital consumables business. The team at Utama Associates has been restructured refocus on dialysis related business, expanding services and products nationally. We believe the market for kidney diseases therapy is growing and has regional opportunities. There will be new investments in this direction. Energy Generation Continuing the investment in green energy, the Group is moving ahead with greater energy generation using renewable fuel, producing electric and heating power for the Group s manufacturing processes. Although capital intensive, the return and security against high oil based energy costs justify the investment. CYCLICAL EVENTS We are positioned capitalise on certain cyclical events strengthen cusmer relationship and product leverage. The H5N1 and H1N1 flu cycle has given the Group access new markets due shortages of supplies in certain categories of gloves. This has instantly allowed the Group introduce a wide range of products new cusmers and markets. We do not expect any negative impacts from other cyclical events. THE FUTURE As ugh as 2009 was, we believe 2010 will be equally challenging. Globally, the healthcare industry is not expected shrink but in fact an expansion is predicted, in many cases thanks the stimulus of Commodity prices are starting get volatile, and in the case of rubber, the uptrend in price is predicted continue. This may work out be better for the Group as consumers are more aware of the continuous rise and are more inclined accept frequent changes in ex-facry prices. We have prepared for ugher times by streamlining our manufacturing activities, taking on additional synergistic businesses and working on a cost cutting plan that will trim RM4 million in the coming year. As we seek extend annual growth, a strong focus on the quality of the Group s products is producing rewarding returns. Market complaint losses are down and increasing cusmer loyalty is evident from the growth in the same market and ex-facry percentages in our branded sales. Adventa will be growing strongly in its specialised business and be better positioned in terms of sustainability of growth and profitability. Now is the time we witness the potential of its investments and its people who selflessly strive achieve the Group s goals, crisis or not. EDMOND CHEAH SWEE LENG Chairman LOW CHIN GUAN Managing Direcr ANNUAL REPORT 2009

7 06 Direcrs Profiles EDMOND CHEAH SWEE LENG Chairman, Senior Independent Non-Executive Direcr Mr. Edmond Cheah Swee Leng, aged 55, a Malaysian, was appointed the Board of Adventa Berhad on 9 August 2004 and is presently the Chairman of the Company. He is a member of the Audit Committee and Chairman of the Remuneration Committee and the Nomination Committee. He is a Chartered Accountant by profession and a member of the Malaysian Institute of Accountants and Association of Chartered Accountants, England & Wales. He is also a certified financial planner. His professional experience has been in the fields of audit, merchant banking, corporate and financial advising, portfolio and investment management, unit trust management and financial planning. His career started with a professional accounting firm in London where he was an Audit Manager. He was the manager in charge of Portfolio Investment in a merchant bank in Malaysia and subsequently in charge of the corporate and planning division in a public listed company. Mr. Cheah was the Chief Executive Officer/Executive Direcr and a member of the Investment Committee of Public Mutual Fund Berhad, the largest private unit trust management company in Malaysia. He was also a council member and Chairman of the Secretariat of the Federation of Malaysian Unit Trust Managers (FMUTM), a former Task Force Member on Islamic Finance for Labuan International Offshore Financial Centre (LOFSA), and a former member on the Securities Market Consultation Panel in the Bursa Malaysia Securities Berhad. He attended all four (4) Board Meetings held during the financial year ended 31 Ocber Mr. Cheah sits on the Board of Nylex Malaysia Berhad and Ancom Berhad. Both companies are listed on Bursa Malaysia Securities Berhad. He is also an Investment Committee Member and Direcr of MAAKL Mutual Berhad, a subsidiary of MAA Holdings Berhad which is listed on Bursa Malaysia Securities Berhad. He is currently a Founder member and former past President of the Financial Planning Association of Malaysia (FPAM), and is the current Treasurer for the Society for the Prevention of Cruelty Animals (SPCA). He does not have any family relationship with any other Direcr and/or substantial shareholder of the Company nor any conflict of interest with the Company. He has no conviction for any offence within the past ten (10) years. ADVENTA BERHAD M LOW CHIN GUAN Managing Direcr Mr. Low Chin Guan, aged 50, a Malaysian, was appointed the Board of Adventa Berhad on 10 May 2004 and is presently the Managing Direcr of the Company. He is the Chairman of the Employees Share Option Scheme Committee and also a member of the Remuneration Committee. He is a Civil Engineer from the University of Manchester Institute of Science and Technology (UMIST), United Kingdom. Mr. Low founded Terang Nusa Sdn. Bhd., the oldest subsidiary of the Group, in He has years of experience in project management, operations of manufacturing and assembly plants, financial control, strategic planning and marketing. In 2004, he formed Adventa Berhad hold the various companies and manufacturing facilities under a single group management. He now leads the Group in the areas of strategic planning, business development, investments, acquisitions and key personnel recruitment. He is also actively involved in product development particularly in technological directions. He attended all four (4) Board Meetings held during the financial year ended 31 Ocber Mr. Low is not a direcr of any other public company. He is the son of Madam Wong Koon Wong Kwan Mooi and the brother of Miss Low Lea Kwan, who are substantial shareholders of the Company and does not have any family relationship with any other Direcr nor any conflict of interest in any business arrangement involving the Company except as disclosed in the Financial Statements. He has no conviction for any offence within the past ten (10) years. KWEK SIEW LENG Executive Direcr Ms. Kwek Siew Leng, aged 44, a Malaysian, was appointed the Board of Adventa Berhad on 10 May 2004 and is presently an Executive Direcr of the Company. She is also a member of the Employees Share Option Scheme Committee. She is an Associate Member of the Chartered Institute of Management Accountants (CIMA) and a Chartered Accountant with the Malaysian Institute of Accountants (MIA). She has senior operation experience in audit and accounting prior joining Terang Nusa Sdn. Bhd. Her prior employment in public practice includes stints in statury and regulary reporting, financial planning, budgeting and forecasting, taxation, managerial skills as well as system development in various fields.

8 07 Direcrs Profiles She held the post of Finance Manager in Terang Nusa Sdn. Bhd. since 2002 and assumed the position of Group Finance Manager of Adventa Berhad in She was subsequently promoted Finance Direcr in She is now responsible for the overall management and operations of the accounts and finance departments. She attended all four (4) Board Meetings held during the financial year ended 31 Ocber Ms. Kwek is not a direcr of any other public company. She does not have any family relationship with any other Direcr and/or substantial shareholder of the Company nor any conflict of interest with the Company. She has no conviction for any offence within the past ten (10) years. TOH SENG THONG Independent Non-Executive Direcr Mr. Toh Seng Thong, aged 51, a Malaysian, was appointed the Board of Adventa Berhad on 10 May He is the Chairman of the Audit Committee and a member of the Remuneration Committee and Nomination Committee. He graduated with a Bachelor of Commerce (Accounting) degree from the University of Canterbury, New Zealand in He is a Chartered Accountant by profession and a member of the Malaysian Institute of Accountants, Malaysian Institute of Certified Public Accountants, New Zealand Institute of Chartered Accountants, a Fellow member of the Malaysian Institute of Taxation and an Associate member of the Harvard Business School Alumni Club of Malaysia. Subsequent his degree, he worked with a local manufacturing company before joining an international accounting firm, Peat Marwick Mitchell & Co (now known as KPMG), from Subsequently he joined a local accounting firm as a partner before practicing on his own under Messrs S T Toh & Co in He has vast experience in auditing, tax planning, corporate and financial advisory. He attended all four (4) Board Meetings held during the financial year ended 31 Ocber He sits on the Board of Latitude Tree Holdings Berhad, a company listed on Bursa Malaysia Securities Berhad. Mr. Toh does not have any family relationship with any other Direcr and/or substantial shareholder of the Company nor any conflict of interest in any business arrangement involving the Company. He has no conviction for any offence within the past ten (10) years. DATO DR. NORRAESAH BINTI HAJI MOHAMAD Independent Non-Executive Direcr Da Dr. Norraesah Binti Haji Mohamad, aged 62, a Malaysian, was appointed the Board of Adventa Berhad on 8 November 2005 as an Independent Non-Executive Direcr of the Company. She is also a member of the Audit Committee. Norraesah holds a Docrate Degree in Economics Science (International Economics and Finance) and Masters in International Economics & Financial Relations from University of Paris Pantheon-Sorbonne, France. She has more than 38 years of working experience in banking, consultancy and international trade and commerce. From , she worked with the International Trade Division of the Ministry of Trade & Industry and Ministry of Finance before joining the corporate secr. From , Norraesah was the Communication Manager of ESSO Production Malaysia Inc. and subsequently assumed the position of Managing Direcr with a consultant firm which provides financial advisory services. She was also appointed as Chief Representative of Credit Lyonnais Bank in Malaysia and was the Chairman of Bank Rakyat from She attended two (2) of the four (4) Board Meetings held during the financial year ended 31 Ocber She currently sits on the board of KESM Industries Berhad, Ya Horng Electronic (M) Berhad, SBC Corporation Berhad, Protasco Berhad, and My E.G. Services Berhad, all listed on Bursa Malaysia Securities Berhad. She also sits on the Board of KAF Fund Management Sdn. Bhd. (a subsidiary of KAF Discounts Berhad), Penang Bridge Sdn. Bhd. (a subsidiary of UEM World Berhad), Malaysian Genomics Resource Centre Berhad and several other private limited companies. Da Norraesah does not have any family relationship with any other direcr and/or substantial shareholder of the Company, nor any conflict of interest in any business arrangement involving the Company. She has no conviction for any offence within the past ten (10) years. ANNUAL REPORT 2009

9 08 Statement on Corporate Governance The Board of Direcrs (the Board ) is pleased report the Shareholders that the best practices of good corporate governance as prescribed in the Malaysian Code on Corporate Governance (Revised 2007) ( the Code ) had generally been practised within the Group throughout the financial year ended 31 Ocber The Board is committed its policy of managing the affairs of the Group with transparency, integrity and accountability by ensuring that a sound framework of best corporate practices is in place at all levels of the Group s business and thus discharging its principal responsibility wards protecting and enhancing long-term shareholders value and invesrs interest. Pursuant Paragraph of Bursa Malaysia Securities Berhad Main Market Listing Requirements ( Main LR ), the Board is pleased outline below the manner in which the Group has applied the Principles of Corporate Governance set out in Part 1 of the Code and the extent of compliance with the Best Practices set out in Part 2 of the Code. 1. THE BOARD OF DIRECTORS 1.1. The Board of Direcrs The Board has overall responsibility for corporate governance, strategic direction, formulation of policies and overseeing the investment and business of the Company. During the financial year ended 31 Ocber 2009, there were four (4) Board meetings held. Details of attendance of the Direcrs at Board Meetings held during the financial year are as follows:- Name of Direcrs No. of Meetings Attended/Held % Mr. Edmond Cheah Swee Leng 4 / Mr. Low Chin Guan 4 / Ms. Kwek Siew Leng 4 / Mr. Toh Seng Thong 4 / Da Dr. Norraesah Binti Haji Mohamad 2 / Board Balance The Board has five (5) members comprising:- Two (2) Executive Direcrs including one (1) Managing Direcr and three (3) Non-Executive Direcrs, including one (1) Senior Independent Non-Executive Chairman. The composition is in compliance with the Best Practices of the Code and as required by Paragraph 15.02(1) of the Main LR. The Board is of the view that the current composition of the Board facilitates effective decision making and independent judgement where no individual shall dominate the Board s decision making. The Board members have a wide range of business, financial and technical experience. The mixed skills and experience are vital for the successful direction of the Group. A brief profile of each direcr is presented on pages 6 7 of this Annual Report. There is a clear division of responsibility between the Chairman and the Managing Direcr ensure that there is a balance of power and authority. The roles of the Chairman and the Managing Direcr are separated and clearly defined. The Chairman is responsible for ensuring Board effectiveness and conduct whilst the Managing Direcr has overall responsibilities over the Group s operating units, organisational effectiveness and implementation of Board policies and decisions. The Board also recognises the pivotal role of the independent direcrs in corporate accountability as they provide unbiased and independent views, advice and judgement. Mr. Edmond Cheah Swee Leng has been identified as the Senior Independent Non-Executive Direcr of the Board whom concerns may be conveyed. ADVENTA BERHAD M

10 09 Statement on Corporate Governance 1. THE BOARD OF DIRECTORS 1.3. Supply of Information The Board has full and timely access information concerning the Company and the Group. The Board is provided with the relevant agenda and board papers in sufficient time prior the meetings enable them obtain further explanation and clarification facilitate informed decision-making. The Board papers include reports on the Group s financial, operational and corporate development. The Board has unrestricted access all information within the Company, whether as a full board or in their individual capacity, which is necessary for discharge of its responsibilities and may obtain independent professional advice at the Company s expense in furtherance of their duties. The Board has access the advice and services of the Company Secretary who is responsible ensure that the Board meeting procedures are followed and the applicable statury and regulary requirements are complied with Board Committees The Board of Direcrs delegates specific responsibilities the respective Committees of the Board namely the Audit Committee, the Nomination Committee, the Remuneration Committee and the Employees Share Option Scheme Committee in order enhance business and corporate efficiency and effectiveness. The Chairman of the respective committees will brief the Board on the matters discussed at the committee meetings and minutes of these meetings are circulated the full Board Appointments the Board The Board has established a Nomination Committee, consisting of two (2) Direcrs who are Independent Non-Executive Direcrs of the Company. This Committee is responsible for making recommendations the Board on the optimum size of the Board and proposing new nominees the Board. The Committee shall also assess the performance of the Direcrs of the Company by annually reviewing the profile of the required skills and attributes ensure that the Board has an appropriate balance of expertise and ability. In addition, the Board will assess its own effectiveness as a whole and the contribution of each Direcr on an annual basis. The members of the Nomination Committee during the financial year are as follows:- Chairman : Mr. Edmond Cheah Swee Leng Senior Independent Non-Executive Direcr Member : Mr. Toh Seng Thong Independent Non-Executive Direcr The Nomination Committee may meet at least once a year or more frequently as deemed necessary. During the year, the Committee had one (1) meeting Direcrs Training All the Board members have attended the Mandary Accreditation Programme as required by the Main LR. In addition, during the financial year under review, all Direcrs were also advised of developments or changes relevant laws and regulary requirements and suitable training and education programmes were identified for their participation from time time. Management briefings during Board and Audit Committee meetings on various operational, technical and corporate matters were also aimed at ensuring that Direcrs are well versed with the knowledge of the Group s business and affairs in enabling them make meaningful decisions. The Direcrs of the Company have also attended various courses and seminars on various subject matters such as financial reporting, taxation, capital markets and investments and other business related programmes further enhance their business acumen and knowledge in executing their duties as Direcrs. The Board are also encouraged attend various training programmes necessary ensure that they are kept abreast on various issues facing the changing business environment within which the Group operates. ANNUAL REPORT 2009

11 10 Statement on Corporate Governance 1. THE BOARD OF DIRECTORS 1.7. Re-election of Direcrs Any Direcr appointed during the year is required under the Company s Articles of Association, retire and seek re-election by shareholders at the following Annual General Meeting ( AGM ) immediately after their appointment. The Articles also require that one-third of the Direcrs including the Managing Direcr, if any, retire by rotation and seek re-election at each AGM and that each Direcr shall submit himself/herself for re-election at least once in every three (3) years. The Direcrs retire from office at the forthcoming AGM are Mr. Low Chin Guan and Mr. Toh Seng Thong Employees Share Option Scheme ( ESOS ) Committee An ESOS Committee was formed oversee the administration as well as ensure proper implementation of the ESOS according the By-Laws of the Scheme. The ESOS Committee meets whenever necessary. The current members of the ESOS Committee are as follows: Chairman : Mr. Low Chin Guan Managing Direcr Member : Ms. Kwek Siew Leng Executive Direcr 2. DIRECTORS REMUNERATION 2.1. Remuneration Committee In compliance with the Code, the Remuneration Committee was set up with clearly defined terms of reference comprising of two (2) Independent Non-Executive Direcrs and one (1) Managing Direcr, as follows:- Chairman : Mr. Edmond Cheah Swee Leng Senior Independent Non-Executive Direcr Members : Mr. Toh Seng Thong Independent Non-Executive Direcr Mr. Low Chin Guan Managing Direcr The primary function of the Remuneration Committee is set up the policy framework and recommend the Board on the remuneration packages and other terms of employment of the Executive Direcrs. The determination of the remuneration for the Non-Executive Direcrs will be a matter of the Board as a whole with the Direcr concerned abstaining from deliberation and voting decision in respect of his individual remuneration package. The Remuneration Committee may meet at least once a year or more frequently as deemed necessary. During the year, the Committee had one (1) meeting Details of the Direcrs Remuneration The aggregate Direcrs remuneration paid or payable or otherwise made all Direcrs of the Company who served during the financial year are shown as follows:- Category Fees Salaries Other Emoluments Total (RM) (RM) (RM) (RM) Executive Direcrs 48, , ,634 1,097,234 Non-Executive Direcrs 162,000-1, ,400 ADVENTA BERHAD M

12 11 Statement on Corporate Governance 2. DIRECTORS REMUNERATION 2.2. Details of the Direcrs Remuneration The number of Direcrs whose tal remuneration falls within the following bands are as follows:- Range of Remuneration Executive Direcrs Non-Executive Direcrs Below RM100,000-3 RM300,000 RM350, RM750,000 RM800, RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS The Company recognises the importance of keeping shareholders and invesrs informed of the Group s business and corporate developments. Such information is disseminated via the Company s annual reports, circulars shareholders, quarterly financial results, press releases and the various announcements made from time time. The Group maintains a website at where shareholders as well as members of the public are invited access for the latest information on the Group. Alternatively, they may obtain the Group s latest announcements via the Bursa Securities website at The AGM and Extraordinary General Meeting remains the principal forum for dialogue with shareholders where they may seek clarifications on the Group s businesses. Shareholders are encouraged meet and communicate with the Board at the AGM and vote on all resolutions. The Board will respond any questions raised during the meeting the best ability and knowledge do so. During the year, the Managing Direcr and the Executive Direcr had also met with institutional invesrs, fund managers and analysts brief them and keep them updated on the performance, business expansion plans and other matters related shareholders interest. 4. ACCOUNTABILITY AND AUDIT 4.1. Financial Reporting In presenting the annual audited financial statements and quarterly announcement of results shareholders, the Direcrs aim present a balanced and understandable assessment of the Group s position and prospects. The Audit Committee assists the Board by reviewing the information be disclosed, ensure completeness, accuracy and adequacy. The composition, summary of activities and terms of reference of the Audit Committee can be found in the Audit Committee Report on pages of this Annual Report. The Statement of Direcrs Responsibility in respect of the Audited Financial Statements pursuant paragraph 15.26(a) of the Main LR and pursuant the Statement of Direcrs Responsibility of the Companies Act 1965 is set out on page 20 of this Annual Report Internal Control The Board acknowledges that it is responsible for maintaining a sound system of internal controls which provides reasonable assessment of effective and efficient operations, internal financial controls and compliance with laws and regulations as well as with internal procedures and guidelines. The Internal Control Statement is set out on page 19 of this Annual Report. ANNUAL REPORT 2009

13 12 Statement on Corporate Governance 4. ACCOUNTABILITY AND AUDIT 4.3. Relationship with the Audirs Through the Audit Committee, the Company has established a transparent and appropriate relationship with the Group s external audirs. From time time, the audirs highlighted the Audit Committee and the Board on matters that require the Board s attention. The functions of the Audit Committee and its relations with the audirs are set out on pages of this Annual Report. 5. CORPORATE SOCIAL RESPONSIBILITY ( CSR ) Being involved in the healthcare field, the Company is especially aware of the importance of good health on an individual as well as national level. Accordingly, as part of its CSR activities, the Company organised and supported blood donation drives in conjunction with the Kota Bharu Hospital as well as drug awareness campaigns in conjunction with the National Anti-Drugs Agency (AADK). 6. OTHER INFORMATION PURSUANT TO THE MAIN LR OF BURSA MALAYSIA SECURITIES BERHAD 6.1. Utilisation of Proceeds The gross proceeds amounting RM4.7 million arising from a Private Placement of Shares in the Company have been fully utilised during the financial year ended 31 Ocber Share Buy-Backs During the financial year ended 31 Ocber 2009, the Company resold all of its 742,400 ordinary shares retained as treasury shares. Details of the shares resold during the financial year are as follows: Month No. of Shares Resold Net Selling Price* (RM) Total Consideration* (RM) July , , Note: * Inclusive of transaction charges The Company did not undertake any share buy-back exercise during the financial year Options, Warrants or Convertible Securities There were no options, warrants or convertible securities issued during the financial year ended 31 Ocber American Deposiry Receipt ( ADR ) or Global Deposiry Receipt ( GDR ) The Company did not sponsor any ADR or GDR programme during the financial year ended 31 Ocber Sanctions and/or Penalties The Company and its subsidiaries, Direcrs and Management had not been imposed with any sanctions and/or penalties. ADVENTA BERHAD M

14 13 Statement on Corporate Governance 6. OTHER INFORMATION PURSUANT TO THE MAIN LR OF BURSA MALAYSIA SECURITIES BERHAD 6.6. Non-Audit Fees During the financial year under review, the Group s non-audit fees paid or payable the external audirs amounted RM82, Variation of Results There were no material variances of 10% or more between the audited results and unaudited results of the Group for the financial year ended 31 Ocber Profit Forecast and Profit Guarantee During the financial year, there was no profit forecast and profit guarantee given by the Company Revaluation Policy The Group s revaluation policy is disclosed in Note 2.2(b) the financial statements Material Contracts Involving Direcrs and Major Shareholders There were no material contracts involving the Company and its subsidiaries with direcrs and major shareholders of the Company either still subsisting at the end of the financial year ended 31 Ocber 2009 or entered in since the end of the financial year Recurrent Related Party Transactions of Revenue Nature The details of related party transactions undertaken by the Group during the financial year ended 31 Ocber 2009 are stated in Note 30 the financial statements on pages of this Annual Report. ANNUAL REPORT 2009

15 14 Audit Committee Report INTRODUCTION The Board of Direcrs of the Company (the Board ) is pleased present the report of the Audit Committee for the financial year ended 31 Ocber A. MEMBERSHIP Chairman : Mr. Toh Seng Thong Independent Non-Executive Direcr Members : Mr. Edmond Cheah Swee Leng Senior Independent Non-Executive Direcr Da Dr. Norraesah Binti Haji Mohamad Independent Non-Executive Direcr B. TERMS OF REFERENCE 1. Composition of Members The Board shall appoint the Audit Committee members from amongst themselves, comprising no fewer than three (3) non-executive direcrs. The majority of the Audit Committee members shall be independent direcrs. In this respect, the Board adopts the definition of independent direcr as defined under the Main Market Listing Requirements ( Main LR ) of Bursa Malaysia Securities Berhad. All members of the Audit Committee shall be financially literate and at least one (1) member of the Audit Committee must:- (a) (b) be a member of the Malaysian Institute of Accountants ( MIA ); or if he is not a member of the MIA, he must have at least three (3) years of working experience and: i. he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act 1967; or ii. he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or (c) fulfill such other requirements as prescribed or approved by Bursa Securities. No alternate direcr of the Board shall be appointed as a member of the Audit Committee. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least once every three (3) years determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference. Retirement and Resignation If a member of the Audit Committee resigns, dies, or for any reason ceases be a member resulting in non-compliance with the composition criteria as stated in paragraph 1 above, the Board shall within three (3) months of the event appoint such number of the new members as may be required fill the vacancy. 2. Chairman The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an independent direcr. In the absence of the Chairman of the Audit Committee, the other members of the Audit Committee shall amongst themselves elect a Chairman who must be an independent direcr chair the meeting. ADVENTA BERHAD M

16 15 Audit Committee Report B. TERMS OF REFERENCE 3. Secretary The Company Secretary shall be the Secretary of the Audit Committee and as a reporting procedure, the Minutes shall be circulated all members of the Board. 4. Meetings The Audit Committee shall meet regularly, with due notice of issues be discussed, and shall record its conclusions in discharging its duties and responsibilities. In addition, the Chairman may call for additional meetings at any time at the Chairman s discretion. Upon the request of the external audirs or internal audirs (if any), the Chairman of the Audit Committee shall convene a meeting of the Audit Committee consider any matter the audirs believe should be brought the attention of the direcrs or shareholders. Notice of the Audit Committee meetings shall be given all the Audit Committee members unless the Audit Committee waives such requirement. The Chairman of the Audit Committee shall engage on a continuous basis with senior management, such as the Chairman, the Chief Executive Officer, the Finance Direcr, the head of internal audit and the external audirs in order be kept informed of matters affecting the Company. The Finance Direcr, the head of internal audit and a representative of the external audirs should normally attend meetings. Other Board members and employees may attend meetings upon the invitation of the Audit Committee. The Audit Committee shall be able convene meetings with the external audirs, the internal audirs, or both, without executive Board members or employees present whenever deemed necessary and at least twice a year with the external audirs. Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the Audit Committee shall have a second or casting vote. 5. Minutes Minutes of each meeting shall be kept at the registered office and distributed each member of the Audit Committee and also the other members of the Board. The Audit Committee shall report on each meeting the Board. The minutes of the Audit Committee meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting. 6. Quorum The quorum for the Audit Committee meeting shall be the majority of members present whom must be independent direcrs. 7. Objectives The principal objectives of the Audit Committee are assist the Board in discharging its statury duties and responsibilities relating accounting and reporting practices of the holding company and each of its subsidiaries. In addition, the Audit Committee shall: (a) (b) (c) (d) evaluate the quality of the audits performed by the internal and external audirs; provide assurance that the financial information presented by management is relevant, reliable and timely; oversee compliance with laws and regulations and observance of proper code of conduct; and determine the quality, adequacy and effectiveness of the Group s control environment. ANNUAL REPORT 2009

17 16 Audit Committee Report B. TERMS OF REFERENCE 8. Authority The Audit Committee shall, in accordance with a procedure be determined by the Board and at the expense of the Company, (a) have explicit authority investigate any matter within its terms of reference, the resources do so, and full access information. All employees shall be directed co-operate as requested by members of the Audit Committee. (b) Have full and unlimited/unrestricted access all information and documents/resources which are required perform its duties as well as the internal and external audirs and senior management of the Company and Group. (c) obtain independent professional or other advice and invite outsiders with relevant experience attend, if necessary. (d) have direct communication channels with the external audirs and person(s) carrying out the internal audit function or activity (if any). (e) where the Audit Committee is of the view that the matter reported by it the Board has not been satisfacrily resolved resulting in a breach of the Main LR, the Audit Committee shall promptly report such matter Bursa Securities. 9. Duties and Responsibilities The duties and responsibilities of the Audit Committee are as follows:- (a) (b) (c) (d) To consider the appointment of the external audirs, the audit fee and any question of resignation or dismissal, any letter of resignation from the external audirs and whether there is reason (supported by grounds) believe that the external audirs are not suitable for re-appointment before making recommendations the Board of Direcrs and recommend the nomination of a person or persons as external audirs; To discuss with the external audirs before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved; To review with the external audirs his evaluation of the system of internal controls and his audit report; To review the quarterly and year-end financial statements of the Board, focusing particularly on: any change in accounting policies and practices; significant adjustments arising from the audit; the going concern assumption; and compliance with accounting standards and other legal requirements. (e) (f) (g) To discuss problems and reservations arising from the interim and final audits, and any matter the audirs may wish discuss (in the absence of management, where necessary); To review the external audirs management letter and management s response; To do the following, in relation the internal audit function: ensure that the internal audit function is independent of the activities it audits and the internal audirs shall report directly the Audit Committee. The head of internal audit shall be responsible for the regular review and/or appraisal of the effectiveness of the risk management, internal control and governance processes within the Company; review the adequacy of the scope, functions and competency and resources of the internal audit function, and that it has the necessary authority carry out its work; review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function; review any appraisal or assessment of the performance of members of the internal audit function; approve any appointment or termination of senior staff members of the internal audit function; and take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity submit his reasons for resigning. ADVENTA BERHAD M

18 17 Audit Committee Report B. TERMS OF REFERENCE 9. Duties and Responsibilities (h) (i) (j) (k) To consider any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity; To report its findings on the financial and management performance, and other material matters the Board; To consider the major findings of internal investigations and management s response; To verify the allocation of Employees Share Option Scheme ( ESOS ) in compliance with the criteria as stipulated in the by-laws of ESOS of the Company, if any; (l) To determine the remit of the internal audit function; (m) To consider other pics as defined by the Board; and (n) To consider and examine such other matters as the Audit Committee considers appropriate. C. MEETINGS OF THE AUDIT COMMITTEE The Audit Committee met four (4) times during the financial year under review and details of attendance of each member are as follows: Name No. of Meetings Attended/Held Toh Seng Thong - Chairman 4/4 Edmond Cheah Swee Leng 4/4 Da Dr. Norraesah Binti Haji Mohamad 2/4 Representatives of Management, Internal Audirs and the External Audirs also attended the meetings at the invitation of the Committee. D. SUMMARY OF ACTIVITIES The Audit Committee met at scheduled times; with due notices of meetings issued, and with agendas planned so that issues raised in respect of financial statements were deliberated and discussed in a focused and detailed manner. In line with the Terms of Reference of the Committee, the following activities were carried out during the financial year under review: Reviewed the quarterly results, financial statements and corresponding announcements be released Bursa Securities ensure compliance with the relevant Main LR of Bursa Malaysia Securities Berhad, the provisions of the Companies Act 1965 and applicable accounting standards in Malaysia, prior submission the Board for consideration and approval; Deliberated on the Group s financial performance, business development, management and corporate issues and recommended the Board for approvals any key business strategies and actions that may affect the Group; Reviewed the Internal Audit (IA) report pertaining the Risk Register and state of internal control of the operating units within the Group and appraised the adequacy and effectiveness of the management s response in resolving the audit issues reported; Reviewed and evaluated the External Audirs scope of work, proposed audit fee and audit plan for the financial year prior the commencement of the audit; Reviewed the financial statements, the audit report and issues arising from the audits with the external audirs; Noted emerging financial reporting issues pursuant the introduction of new accounting standards and additional statury and regulary disclosure requirements; ANNUAL REPORT 2009

19 18 Audit Committee Report E. INTERNAL AUDIT The Group has in place an internal audit function whose principal responsibility is undertake regular and systematic reviews of the internal control system so as provide reasonable assurance that such systems continue operate satisfacrily and effectively in the Group and the Company. The internal audit function reports directly the Audit Committee ensure its independent status within the Group. The Audit Committee is assisted by the in-house internal audit function in discharging its duties and responsibilities with respect the adequacy and integrity of the system of internal controls within the Group. The internal audits were performed using a risks based approach and focused on: reviewing identified high risk areas for compliance with established policies, procedures, rules, guidelines, laws and regulations; evaluating the adequacy of controls for safeguarding assets; and identifying business risks which have not been appropriately addressed. The Internal Audit carries out audit assignments based on an audit plan that is reviewed and approved by the Audit Committee. The reports of the audits undertaken were forwarded the management for attention and necessary action then presented the Audit Committee for deliberation and approval. During the financial year under review, the internal audit function underok the following activities: Carried out the internal audit of the Group s operating units including its subsidiaries by reviewing business activities and processes ensure compliance with internal control procedures, highlighting control weaknesses and making appropriate recommendations for improvements; Attended and reported the Audit Committee its internal audit findings and response and rectification undertaken by the Management improve the Group s system of internal controls and procedures; and Drafting the Audit Committee Report and Statement on Internal Control for disclosure in the Group s Annual Report. The cost incurred for the internal audit function in respect of the financial year ended 31 Ocber 2009 amounted approximately RM130,892. ADVENTA BERHAD M

20 19 Statement on Internal Control This internal control statement has been prepared in compliance with Bursa Malaysia Securities Berhad Main Market Listing Requirements ( Main LR ). BOARD RESPONSIBILITIES The Board affirms its overall responsibility for the Group s system of internal control which includes the establishment of an appropriate control environment and risk management framework as well as reviewing its adequacy and integrity. Due the limitations that are inherent in any internal control system, the Group s system of internal control can only manage rather than eliminate the risk of failure achieve business objective and therefore can only provide reasonable and not absolute assurance against material misstatement, loss or fraud. Notwithstanding this, the Board requires that the procedures and controls in place are subject regular review as part of an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. As part of its review, the Board will continue taking necessary measures strengthen its internal control system address any weaknesses identified. RISK MANAGEMENT FRAMEWORK During the year, the Group monired significant risks and risk mitigation strategies on an ongoing basis through its management and Board meetings. Under the purview of the Managing Direcr, the respective head of each operating subsidiary and department of the Group are empowered with responsibility of managing their respective operations. In view of a constantly changing environment and competitive landscape, the Board is committed maintaining a system of internal control that comprises the following environment, key processes and moniring systems: Audit Committee reviews the adequacy and effectiveness of the Group s risk management and internal control procedures as well as any internal control issues identified by the external and internal audirs; An annual risk assessment analysis that assists the management continuously identify significant risks associated with key process within a changing business and operating environment; An annual budgeting process that establishes monthly budgets for each business unit against which performance is monired on an ongoing basis; Monthly business reports and management accounts are submitted by the respective business units for review by senior management; Disaster recovery plans including fire prevention moniring process, adequate insurance coverage and computer IT moniring process help ensure the risk of system failure and outages is minimised; and Segregation of duties and limits of authority are practised ensure accountability and responsibility. INTERNAL AUDIT The Internal Audit Department ( IAD ) assists the Audit Committee in discharging its duties and responsibilities. The IAD, which reports directly the Audit Committee, conducts reviews on the adequacy and effectiveness of the Group s system of internal control the management has put in place. These audits review the internal controls in the key activities of the Group s business based on a 3-year detailed internal audit plan approved by the Audit Committee. Based on these audits, the IAD provides the Committee with periodic reports highlighting observations, recommendations and management action plans improve the system of internal control. There was no material internal control failure, which resulted in material losses or contingencies during the financial period under review. The Board and management will, when necessary, put in place appropriate action further enhance the Group s system of internal control. This statement was made in accordance with a resolution of the Board dated 10 February 2010 and has been duly reviewed by the external audirs, pursuant paragraph 15.26(b) of the Main LR. ANNUAL REPORT 2009