Statement On Risk Management And Internal Control. Directors Report And Audited Financial Statements

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2 CONTENTS Corporate Information Operational & Financial Highlights Chairman s Statement Management Discussion & Analysis Profile Of Directors Profile Of Key Senior Management Of The Group Statement On Corporate Governance Statement On Risk Management And Internal Control Audit Committee Report Additional Compliance Information Directors Responsibility Statement Directors Report And Audited Financial Statements Properties Held By The Group Analysis Of Shareholdings Notice Of 36 th Annual General Meeting Statement Accompanying Notice Of Annual General Meeting Form Of Proxy

3 CORPORATE INFORMATION BOARD OF DIRECTORS Y.A.M. Tunku Naquiyuddin ibni Almarhum Tuanku Jaafar Chairman, Independent Non-Executive Director Tan Sri Dato Yap Yong Seong Group Managing Director Dato Sri Yap Wee Keat Executive Director Tan Sri Dato Nik Hashim bin Nik Ab. Rahman Senior Independent Non-Executive Director Haji Hamdan bin Yahya Independent Non-Executive Director Loh Chye Teik Independent Non-Executive Director Ng Ju Siong Non-Independent Non-Executive Director SHARE REGISTRAR Tricor Investor & Issuing House Services Sdn Bhd Unit 32-01, Level 32, Tower A Vertical Business Suite Avenue 3, Bangsar South No. 8, Jalan Kerinchi Kuala Lumpur Tel : [603] Fax : [603] is.enquiry@my.tricorglobal.com Website : AUDITORS Ernst & Young (AF : 0039) Chartered Accountants Level 23A, Menara Milenium Jalan Damanlela, Pusat Bandar Damansara Kuala Lumpur Tel: [603] Fax: [603] COMPANY SECRETARIES Lim Yoke Si (MAICSA ) Kwan Wai Sin (MAICSA ) REGISTERED OFFICE Level 23, Menara Olympia No. 8, Jalan Raja Chulan Kuala Lumpur Tel : [603] Fax : [603] olympia@oib.com.my Website : PRINCIPAL BANKERS Malayan Banking Berhad CIMB Bank Berhad United Overseas Bank (Malaysia) Berhad STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad Listed Date: 12 March 1992 Stock Name : Olympia Stock Code : Annual Report 2016

4 OPERATIONAL & FINANCIAL HIGHLIGHTS ***Year Ended December 2016 **Period Ended December 2015 Restated Year Ended June 2014 Restated Year Ended June 2013 Year Ended June 2012 STATEMENTS OF COMPREHENSIVE INCOME Revenue (RM mil) Profit/(Loss) Before Tax (RM mil) (73.1) (27.0) Profit/(Loss) attributable to owners of the Company (RM mil) (1.1) (79.2) (29.1) STATEMENTS OF FINANCIAL POSITION Share Capital (RM mil) , , , Shareholders' Equity (RM mil) Total Assets (RM mil) FINANCIAL RATIOS Return on Average Shareholders' Equity 0.6% 3.4% -0.3% -21.2% -7.0% Return on Total Assets 0.3% 1.7% -0.2% -11.1% -3.1% Debt/Equity (times) PER SHARE (Loss)/Earning per share (sen) * (0.1) (9.7) (3.8) Net Assets/(Liabilities) per share (sen) Period/Year Period/Year Period/Year Period/Year Revenue (RM Million) Total Assets (RM Million) Shareholders Equity (RM Million) * Based on the weighted average number of shares issued during the year. ** During prior year 2015, the Company changed its financial year end from 30 June to 31 December. *** After the Par Value Reduction exercise on 9 March 2016, the par value of the Company's ordinary shares changed from RM1.00 each to RM0.10 each. Profit/(Loss) Before Tax (RM Million) 10.3 Annual Report

5 CHAIRMAN S STATEMENT On behalf of the Board of Directors, I am pleased to present the annual report and audited financial statements of Olympia Industries Berhad ( Olympia / Company ) and its group of companies ( Group ) for the financial year ended ( FY2016 ). Y.A.M. Tunku Naquiyuddin ibni Almarhum Tuanku Jaafar Chairman Financial Performance For FY2016, the Group registered total revenue of RM135.9 million against RM225.4 million reported in the 18-months period ended 31 December 2015 ( FP2015 ). The annualized decline of RM14.4 million or 9.6% in revenue at the Group level was mainly due to lower contributions from the gaming division. The Group reported a pre-tax profit of RM10.3 million for FY2016 as compared with RM23.5 million reported for the previous financial period, down by RM15.6 million or 34% (annualized). The lower pre-tax profit was mainly attributable to the adjustment in fair value gain of RM28.5 million in FY2016 compared to the RM14.25 million (net of deferred tax) and reversal of impairment loss on investment property of RM25.0 million in FP2015 which arose from the revaluation of its investment property, Menara Olympia together with the adjoining leased carpark. The revaluation which had ascribed a value of RM310.0 million on the said property for FY2016 was undertaken by an independent firm of professional valuers in accordance with the requirement of the Malaysian Financial Reporting Standards 140: Investment Properties. The fair value gain has resulted in an increase of RM0.028 in the net assets per share of the Group. Future Outlook and Prospects Taking into consideration the slower economic outlook, business prospects for the Group are expected to remain challenging, although with a slightly more optimistic outlook for the 2nd half of the financial year ending 31 December 2017 ( FY2017 ). Barring any further deterioration in the external environment, the main business segments of the Group namely, gaming, stock broking and investment holding are expected to be sustained at present levels for the coming FY Annual Report 2016

6 CHAIRMAN S STATEMENT (cont d.) 9 Madge Appreciation On behalf of the Board of Directors, I would like to thank Tan Sri Datuk Eugenio Antonio Da Luz Campos who has retired from the Board on 8 June 2016 for his invaluable contributions to the Group. I am pleased to welcome Mr. Ng Ju Siong who joined the Board as a Non-Independent Non-Executive Director on 3 January I would also like to convey my sincere gratitude and appreciation to all our esteemed shareholders, customers, financiers, business associates and various regulatory authorities for their continuing confidence, service, support and invaluable guidance to the Company and the Group. My sincere thanks and appreciation goes to the Board members for their dedication and contribution during the year. Finally, I also wish to thank the management and staff at Olympia for their untiring efforts and commitment to the Group throughout the year. Y.A.M. Tunku Naquiyuddin ibni Almarhum Tuanku Jaafar Chairman 27 April 2017 Annual Report

7 MANAGEMENT DISCUSSION & ANALYSIS Overview of Olympia Industries Berhad ( Olympia ) and its group of companies ( Group ) : The Group has a diversified portfolio in order to provide stable cash flows and potential for sustainable growth in its net assets to enhance shareholders value. The Group s divisional operations are summarised as follows :- - Gaming: Numbers forecast operator ( NFO ) gaming in Sabah; - Leasing: Office space leasing of Menara Olympia in Kuala Lumpur; - Financial Services: Stockbroking operations under Jupiter Securities Sdn Bhd; and - Property Development: Property development activities primarily in the Kenny Heights, Kuala Lumpur area. Gaming Division : Lotteries Group ( Lotteries ) commenced its Numbers Forecast Operator ( NFO ) gaming since 1988, and was subsequently acquired by Olympia in Going under the brand name of Sabah 88, the games currently offered are Sabah 3D, Sabah 4D, Sabah Lotto 6/45. The legal NFO operators in Sabah are Berjaya Sport Toto ( BST ), Lotteries and Sandakan Turf Club ( STC ). In comparison, the top largest capitalised legal NFO operators on the Peninsular are BST, Magnum 4D Berhad ( Magnum ) and Pan Malaysian Pool ( PMP ). In the current year under review, revenue reported by the gaming division was RM98.2 million compared to RM169.7 million of the last reporting period of 18 months. On a year-on-year basis, gaming revenue of RM98.2 million for the financial year ended ( FY2016 ) compared against the annualized revenue of RM million in the previous 18 months period ended 31 December 2015 ( FP2015 ), reflected a reduction of 13.2%. This decline is in tandem with the whole gaming industry. As a result of lower revenue, the gaming division reported pre-tax profit of RM7.4 million in FY2016 compared to RM11.4 million in FP2015. The NFO landscape has seen widespread illegal gambling activities in recent years, on top of loss of market share to rival legal NFO operators with higher jackpot prizes. In terms of prize payout ratios, Lotteries average around 59%- 62% while other competitors on Sabah, Sarawak and Peninsular is estimated around 60%-63%. In contrast, the illegal market is believed to be offering payout ratios as high as 85% to attract punters. However, the legal NFO operators are likely to remain conservative in its payout ratios. Given the uncertainties in the industry amid the challenging economic backdrop, inflationary pressures, weakness in consumer spending, and higher costs of living are affecting punters disposable income and thus reduced appetite for discretionary spending on gaming. In light of this, management expects to introduce new games, subject to approval by the Ministry of Finance. It will also embark on greater promotion of Lotto games to help boost sales, as the bulk of the illegal market is focused on the 3D/4D digits game only. It will also continue with its programme of agency relocation to ensure optimum geographical coverage based on consumer demand trends, as well as improvements in service training and incentive schemes. The gaming industry is heavily regulated. It is governed by the Common Gaming Houses Act and Pool Betting Act, and regulated by the Ministry of Finance. With gaming activities being viewed as a sin, it is also vulnerable to potentially higher gaming tax / sin tax going forward (pool betting tax was last raised in 2010, gaming tax in 1998). With the difficult economic and business environment, Lotteries expect to maintain its current sales level for the new financial year ending 31 December The division is currently in dialogue with the relevant authorities over proposed new gaming products. Meanwhile the programme of agency relocation, service training and incentive schemes will continue in the coming year. 6 Annual Report 2016

8 MANAGEMENT DISCUSSION & ANALYSIS (cont d.) Leasing Division : Dairy Maid Resort & Recreation Sdn Bhd ( DMRR ), a wholly-owned subsidiary of Olympia is the owner of the 31-storey Menara Olympia office building and accompanying 6 levels of basement car parks on Jalan Raja Chulan in Kuala Lumpur. Its current occupancy rate and rental rate ranges between 82% to 84% (FP2015: 83% to 86%) and RM4.40 to RM4.70 per square feet (FP2015: RM3.70 to RM4.50 per square feet) respectively. The office space leasing market has been hit by both a glut of surplus office space as well as the property market downturn. This causes downward pressure on rental rates, as well as loss of potential tenants due to competition from other existing and upcoming office space. To ensure retention of existing tenants and potential new ones, as well as reduce down time on essential building services, management will continue to undertake several measures. It expects to step up promotion strategies, offer attractive rent-free renovation period packages, renewal terms & other incentives. Management will undertake the improvement of amenities by conducting renovations and replacements of machinery / parts for essential services (e.g. lifts, escalators, M&E, etc.). It will also ramp up staff and property agent alertness and response time via revamp of its Standard Operating Procedures ( SOPs ), improve tenant communication & increase training to identify potential downtime risks to essential services. Going forward, the division is expected to be able maintain its current occupancy level, its rental rates and financial performance. Financial Services Division : Acquired in 1993, the stockbroking operations under Jupiter Securities Sdn Bhd ( Jupiter ) is conducted through three business divisions, namely Online Internet Broking, Retail Clients Services and Institutional Clients Services. It is mainly dealing in Securities listed on Bursa Malaysia Securities Berhad ( Bursa ). Other related services provided include :- - independent investment advice - private placements - external margin financing - economic, industries, company & commodities research - custodian and nominees services - online internet broking Jupiter s market share for FY2016 averaged around 0.45% (FP2015: 0.50%) based on Bursa s turnover for the same periods respectively. The division s objective is to grow and to thrive as a successful stockbroking firm by continuing to be client-focused, offering value-added services and a wide spectrum of investment opportunities. The division generated revenue of RM7.0 million for the 12-month period (from January 2016 to December 2016) under review as compared to RM12.6 million for the 18-month period (from July 2014 to December 2015), a decrease of 44.4%. The division recorded an operating loss before tax of RM1.5 million for the period under review compared to an operating loss before tax of RM1.4 million in the 18-month period (from July 2014 to December 2015). Malaysia recorded real GDP growth of 4.3% in 2016, down from 5.0% in 2015 and 6.0% in The equities markets were generally subdued, buffeted by surprises that rocked the global equity and currency markets in major markets in Europe and the United States, and locally, by the continuing saga of 1MDB and the political uncertainties it engendered. USD-Ringgit exchange rate fell to its lowest level of on 30/12/2016 reminiscent of the 1997/98 financial crisis. The FBM KLCI fell points or 3.0% y-o-y from 1, point as at end of December 2015 to 1, points on 30 December Annual Report

9 MANAGEMENT DISCUSSION & ANALYSIS (cont d.) Although average monthly market turnover in value terms decreased 6.7% to RM billion in FY2016 from RM billion in FP2015, Jupiter Securities market share decreased by 9.8%. The division faces several risks. Apart from loss of market share to rival stockbroking firms, there is lower trading volume and overall subdued market sentiment due to local and geopolitical concerns. Management intends to improve marketing efforts to increase consumer awareness of and brand affinity with the firm s products & offerings. It will also ensure competitive fees & rates for services to be on par with its peers. Being in the stockbroking industry, there is some risk of clients trading on credit going into debt or bankruptcy, especially in these recent downturn times. Management intends to review its SOPs to have more stringent vetting, assessment and monitoring of potential and existing clients and their true net worth, and undertake greater efforts in debt recovery. Digital and smartphone technological advances have changed the stock trading experience somewhat in recent times (e.g. a competitor stockbroking firm has already installed terminals at strategic locations to provide updates on the stock market, indirectly promoting its firm s brand awareness). The division plans to expand its network of Electronic Access Facilities ( EAF ) terminals in strategic locations to increase consumer awareness and geographic coverage. Management will continue to monitor current and potential threats to both the division s market share as well as its funds capitalization condition. Alternatively it may also seek injection of capital by new investors, or explore the possibility of disposal / mergers and acquisitions if the price is right. Property Development Division : Apart from residual inventory and land parcels held by several inactive subsidiaries, the division s property development activities are currently centered on a joint-venture ( JV ) between Olympia Properties Sdn Bhd ( OPSB ), a wholly-owned Olympia subsidiary, with its sister company KH Estates Sdn Bhd on the Kenny Heights, Kuala Lumpur area. The JV is on a distribution ratio of 42:58 respectively and covers several parcels of land there, with one parcel already having its project completed and another parcel currently in the process of disposal. The property market faces downward pressure in the form of subdued selling prices for both new launches as well as sale of completed property units or inventory due to the current property market downturn. In the past few years the industry has witnessed increased development costs on materials, taxes (GST), utilities & logistics, as well as increase in costs of lending / rising interest rates, and tighter financing terms imposed by financiers. Moving forward, management s strategy is to delay launch of new projects and defer sales of completed unit, bidding its time for the turn of the property cycle until the external environment is more conducive for new project launches. 8 Annual Report 2016

10 PROFILE OF DIRECTORS Y.A.M. TUNKU NAQUIYUDDIN IBNI ALMARHUM TUANKU JAAFAR Chairman, Independent Non-Executive Director Y.A.M. Tunku Naquiyuddin Ibni Almarhum Tuanku Jaafar, aged 70, a Malaysian, was appointed to the Board of Olympia Industries Berhad on 26 November He has a Bachelor of Science in Economics (Honours) degree from the University of Wales, Aberystwyth, United Kingdom. Tunku Naquiyuddin is a keen environmentalist and was a Committee Member of the World Wide Fund for Nature (Malaysia) and a Founding Member of the Business Council for Sustainable Development in Geneva. An active businessman, Tunku Naquiyuddin s interest spanned a broad spectrum uniting the Malaysian public companies through the Federation of Public Listed Companies Bhd which he founded; bridging bilateral boundaries through the Malaysia-France Economic and Trade Association which he headed for 8 years; and forging closer cultural ties through the Alliance Francaise which he headed for 18 years. He was nominated by the Minister of Finance to sit on the Committee of Kuala Lumpur Stock Exchange in 1989 for 5 years. He was the Regent of the State of Negeri Sembilan from 1994 until April Tunku Naquiyuddin, a former diplomat, is presently the Chairman of Sino Hua-An International Berhad. He also sits on the Board of Ann Joo Resources Berhad. Tunku Naquiyuddin has no family relationship with any Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has no conviction of any offences other than traffic offences (if any) within the past 5 years. He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year TAN SRI DATO YAP YONG SEONG Group Managing Director Tan Sri Dato Yap Yong Seong, aged 75, a Malaysian, was appointed to the Board of Olympia Industries Berhad ( Olympia / Company ) on 18 May 1993 and is a member of the Remuneration Committee of the Company. Tan Sri Dato Yap first ventured into the property business in the early 70 s under the Duta Group which was a pioneer in embarking on a reclamation project at the fore shore lands in Malacca which now stood the famous business centre known as Melaka Raya. Tan Sri Dato Yap also sits on the Board of DutaLand Berhad ( DutaLand ) as the Group Managing Director and on the Board of several companies within the Olympia and DutaLand Groups. He is the father of Dato Sri Yap Wee Keat, an Executive Director of the Company. Both Tan Sri Dato Yap and his spouse, Puan Sri Datin Leong Li Nar, are major shareholders of the Company. Tan Sri Dato Yap is an interested Director in the recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Olympia Group. He has no conviction for any offences other than traffic offences (if any) within the past 5 years and did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year Tan Sri Dato Yap attended all six (6) Board meetings of the Company held in the financial year Tunku Naquiyuddin attended all six (6) Board meetings of the Company held in the financial year Annual Report

11 PROFILE OF DIRECTORS (cont d.) DATO SRI YAP WEE KEAT Executive Director Dato Sri Yap Wee Keat, aged 48, a Malaysian, is an Executive Director of Olympia Industries Berhad ( Olympia / Company ). He was appointed to the Board of Olympia on 18 May 1993 and has been responsible for the business operations of Olympia Group. He is also currently a Non-Independent Director of DutaLand Berhad ( DutaLand ) and has been instrumental in the property development activities of DutaLand Group. He spearheads the Kenny Heights Project, a development project embarked by DutaLand through the consortium formed with Olympia and which is undertaken by KH Land Sdn Bhd, a sub-subsidiary of DutaLand. Dato Sri Yap obtained his LLB (Honours) degree from The London School of Economics And Political Science, United Kingdom in With the Group s investment in Automobili Lamborghini, he was appointed deputy chairman of Automobili Lamborghini from Dato Sri Yap is also one of the founding trustees for Malaysian Tsunami Aid Foundation, Force of Nature Aid Foundation, which was established in 2005 where he sits on the Board of Trustees. Dato Sri Yap is the eldest son of Tan Sri Dato Yap Yong Seong, the Group Managing Director and Puan Sri Datin Leong Li Nar, both are major shareholders of the Company. He also serves on the Board of several other private companies within Olympia and DutaLand Groups. Dato Sri Yap is an interested Director in the recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Olympia Group. Dato Sri Yap has no conviction for any offences other than traffic offences (if any) within the past 5 years and did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year Dato Sri Yap attended five (5) out of six (6) Board meetings of the Company held in the financial year TAN SRI DATO NIK HASHIM BIN NIK AB. RAHMAN Senior Independent Non-Executive Director Tan Sri Dato Nik Hashim bin Nik Ab. Rahman, aged 74, a Malaysian, was appointed to the Board of Olympia Industries Berhad on 3 February He is the Chairman of Audit and Nomination Committees of the Company. Tan Sri Dato Nik Hashim started his career in the Government service in 1963 as a Clerical Officer and later as a Police Inspector until 1968 when he read law at the Inner Temple London as a Barrister-at-Law. In 1970, he joined the Judicial and Legal Service where he served 25 years in various posts: Magistrate, President of Sessions Court, Deputy Director of Legal Aid Bureau, Deputy Public Prosecutor, State Legal Advisor Terengganu, Senior Federal Counsel, Judge Advocate, Deputy Parliamentary Draftsman, Director General, Judicial and Legal Training Institute and Chairman, Advisory Board. From 1995 to 2009 he served as a Judicial Commissioner and a Judge of the High Court, Court of Appeal and the Federal Court until his retirement on 1 July Tan Sri Dato Nik Hashim was a member of the Royal Police Force Commission from 2004 to He has been a member of the Syariah Appeal Court Kelantan since 1998 and was an Adjunct Professor in the Faculty of Law and International Relations University Sultan Zainal Abidin from 1 February 2009 to 31 January In July 2010, Tan Sri Dato Nik Hashim attended and successfully completed an Executive Education program at Harvard Business School, Boston U.S.A Tan Sri Dato Nik Hashim also sits on the Board of Borneo Aqua Harvest Berhad and Tropicana Golf & Country Resort Berhad. He has no family relationship with any Director and/or major shareholder of the Company. Tan Sri Dato Nik Hashim has no conflict of interest with the Company and has no conviction for any offences within the past 5 years. There was a public reprimand and a fine of RM400 imposed on Tan Sri Dato Nik Hashim on 24 May 2016 by Bursa Malaysia Securities Berhad ( Bursa Securities ) as a senior independent nonexecutive director of another listed issuer for breach of the Listing Requirements ( LR ) of Bursa Securities. The said listed issuer had breached the LR for the delay in the announcement of the annual audited financial statements for 2013, issuance of annual report for 2013 and the deviation between the unaudited and audited results. Tan Sri Dato Nik Hashim attended all six (6) Board meetings of the Company held in the financial year Annual Report 2016

12 PROFILE OF DIRECTORS (cont d.) HAJI HAMDAN BIN YAHYA Independent Non-Executive Director Tuan Haji Hamdan bin Yahya, aged 67, a Malaysian, was appointed to the Board of Olympia Industries Berhad on 15 February He is the Chairman of the Remuneration Committee and a member of Audit and Nomination Committees of the Company. Tuan Haji Hamdan obtained a Bachelor of Arts (Honours) Degree from the University of Malaya in 1972/73 and started his career as a Johor Civil Service officer in He was in the civil service from 1973 to 1981, after which he joined the private sector. Tuan Haji Hamdan has more than 25 years in the business sector. He gained experiences in many fields and specialises in corporate and property management. He has been participating in the federal and state government trade missions to USA, Europe, Taiwan, Japan and etc. Tuan Haji Hamdan has no family relationship with any Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has no conviction of any offences other than traffic offences (if any) within the past 5 years. He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year Tuan Haji Hamdan attended five (5) out of (6) Board meetings of the Company held in the financial year LOH CHYE TEIK Independent Non-Executive Director Mr Loh Chye Teik, aged 57, a Malaysian, was appointed to the Board of Olympia Industries Berhad on 12 February He is a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. He graduated from University of Malaya, Kuala Lumpur with a Bachelor of Accounting (Honours) in Mr Loh is presently a Partner of UHY, Chartered Accountants & UHY Loh, Chartered Accountants and the Managing Director of Interesources Tax Advisory Sdn. Bhd. He is a member of both the Malaysian Institute of Accountants and the Chartered Tax Institute of Malaysia. He started his career as an auditor in a Chartered Accountants firm in Penang in In 1994, he set up his own auditing/accounting firm known as Tan & Loh Chartered Accountants, and held the position of the Managing Partner. Mr Loh also sits on the Boards of JHM Consolidation Berhad and Ivory Properties Group Berhad. He has no family relationship with any Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has no conviction of any offences other than traffic offences (if any) within the past 5 years. He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year Mr Loh attended all six (6) Board meetings of the Company held in the financial year Annual Report

13 PROFILE OF DIRECTORS (cont d.) NG JU SIONG Non-Independent Non-Executive Director Mr Ng Ju Siong, aged 49, a Malaysian, was appointed to the Board of Olympia Industries Berhad ( Olympia / Company ) on 3 January He graduated from University of Kent at Canterbury with Bachelor of Law (Honours) in He was admitted to the Honourable Society of Gray s Inn as Utter Barrister in Thereafter, he was admitted to the High Court of Malaya as an Advocate & Solicitor in Mr Ng was practising under Messrs Zaitoon Othman & Associates in the areas of family law, banking litigation, bankruptcy, company law until June In July 1994, he joined Messrs Shahrizat & Tan and ventured into the areas of family law, general conveyancing, banking, drafting of government supplies agreement and etc. In 1995, Mr Ng joined Olympia as a Legal Executive. He is currently the General Manager of Legal Department in DutaLand Berhad ( DutaLand ) overseeing all legal matters for both DutaLand and Olympia group of companies. Mr Ng also sits on the Board of several companies within the Olympia and DutaLand Groups. He has no family relationship with any Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has no conviction of any offences other than traffic offences (if any) within the past 5 years. He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year Mr Ng did not attend any Board meetings of the Company held in the financial year 2016 as his appointment to the Board was effective on 3 January Annual Report 2016

14 PROFILE OF KEY SENIOR MANAGEMENT OF THE GROUP LEE CHEE KAI General Manager, Group Finance Mr Lee Chee Kai, aged 59, a Malaysian, was appointed as the General Manager, Group Finance of Olympia Industries Berhad on 1 September He gained his exposure in audit firms for seven (7) years, including three (3) years with an international accounting firm. Subsequently he joined local conglomerates for more than 7 years as Head of Finance. He joined the Group in April 1994 as General Manager of its stockbroking subsidiary and was transferred to his current role in Mr Lee is a member of both the Institute of Chartered Accountants in England & Wales (ICAEW) and the Malaysian Institute of Accountants. Mr Lee does not hold directorship in any public and public listed companies, has no family relationship with any Director and/or major shareholder of the Company. He has no conflict of interest with the Company and has no conviction for any offences, other than traffic offences, within the past five years. He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year JOSEPH LIN KIN CHUNG General Manager, Lotteries Corporation Sdn Bhd Mr Joseph Lin Kin Chung, aged 57, a Malaysian was appointed as General Manager of Lotteries Corporation Sdn Bhd, a wholly-owned subsidiary of Olympia Industries Berhad, on 1 January, Mr Joseph Lin graduated from the University of Ottawa with bachelor s degree in Computer Science (Honours) in He joined the Group in 1989 as a Management Trainee and was promoted to Assistant Commercial Manager in It was during this time when he was posted to China Lotteries and later, to Cambodia Lotteries to assist in their operations. In 1995, he was promoted to Engineering Manager before being seconded to The Lotto Ltd, PNG, in 1999, to be its Country Manager. Mr Joseph Lin does not hold directorship in any public and public listed companies, has no family relationship with any Director and/or major shareholder of Olympia Industries Berhad. He has no conflict of interest with Olympia and has no conviction for any offences, other than traffic offences, within the past five years. He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year YONG YUEN FATT Executive Director, Jupiter Securities Sdn Bhd Mr Yong Yuen Fatt, aged 58, a Malaysian, was appointed as an Executive Director of Jupiter Securities Sdn Bhd ( JSSB ) on 6 January He graduated with a Bachelor of Science - Applied Economics (Second class Honours) from University of East London, United Kingdom in June He holds a Master in Business Administration from United States International University, San Deigo, United States of America. Mr Yong started his career in 1984 as a remisier in OSK Securities Sdn Bhd. Thereafter, he moved to UMBC Securities Sdn Bhd as a Senior General Manager from In 1995, he joined JSSB as a Dealing Director. In 2010 he left JSSB to join Nextview as a Chief Operation Officer. In 2011 he left Nextview and rejoined JSSB as a Senior Vice President and was responsible for marketing and securing corporate and institutional clients. He has held several positions in JSSB and currently serves as an Executive Director, Dealing and Chief Executive Officer. Mr Yong does not hold directorship in any public and public listed companies and has no family relationship with any Director and/or major shareholder of Olympia Industries Berhad. He has no conflict of interest with Olympia and has no conviction for any offences within the past five years, He did not have any public sanction or penalty imposed by the relevant regulatory bodies during the financial year Annual Report

15 STATEMENT ON CORPORATE GOVERNANCE The Board of Directors of Olympia Industries Berhad ( Board ) recognises the importance of upholding good corporate governance throughout the Company and its subsidiaries ( Group ) and is committed in adopting the Principles and Recommendations as set out in the Malaysian Code on Corporate Governance 2012 ( Code ). This statement sets out the manner in which the Group has applied and the extent of its compliance with the Principles and Recommendations set out in the Code for financial year ended. PRINCIPLE 1 : ESTABLISH CLEAR ROLES AND RESPONSIBILITIES Functions of the Board and Management The Board acknowledges its leadership role in the direction and business operations of the Group toward enhancing shareholders value and ensuring long term sustainable development and growth of the Group. In this respect, the Board is responsible in leading, governing and monitoring the performance of the Group and enforces standards of accountability including the processes for financial reporting, risk management, internal controls and compliance. The Board delegates the authority to the Group Managing Director who is supported by the senior management team in achieving the corporate objectives. The Group Managing Director remains accountable to the Board for the performance of the Group. In the process of appointing, training and providing for succession, the Group Managing Director together with the Executive Director will ensure that staff appointed to senior management positions are of sufficient caliber. The Board also delegates specific responsibilities to Board Committees, namely Audit Committee, Nomination Committee and Remuneration Committee, all of which operate within defined terms of reference. All Board Committees do not have executive power but report to the Board on all matters considered and the ultimate responsibility for decision making on recommendations presented by the Board Committees lies with the Board. Each Board Committee shall report on its meeting to the Board and minutes of meetings of all Board Committees will be tabled at Board meetings. Board s Roles and Responsibilities The Board leads the Group and is principally responsible for, amongst others, the review and adoption of strategic plans, key policies, overseeing the conduct of business, identifying key risks and ensuring the existence of adequate internal controls and management systems to measure and manage risks. Specific matters reserved for the Board s decision are key corporate strategies and plan involving acquisitions and disposals of material assets, major investment decisions affecting the Group s direction and policies and approvals of all financial results and announcements thereof. The presence of Independent Non-Executive Directors helps in providing independent and constructive views, advice and opinions to the benefit of the investors, customers and other stakeholders. The senior management is responsible for developing and implementing strategies, business plans and budgets, regularly identifying and managing risks that could have a material impact on the businesses and ensuring that sufficient and updated information on the performance, financial condition, operating results and prospect are provided on a timely basis to the Board and the Board Committees to fulfill their governance responsibilities. 14 Annual Report 2016

16 STATEMENT ON CORPORATE GOVERNANCE (cont d.) During the financial year, the Board had reviewed the performance of the Group s businesses, deliberated on strategies to increase revenue of the operating subsidiaries, considered divestment proposals for companies that were consistently incurring losses, identified various risks that were affecting the Group and ensured implementation of appropriate mitigation measures. The Board had also reviewed the adequacy of the Group s management information and internal control system. Ethical Standards through Code of Conduct The Code of Conduct of Directors continues to govern the standards of business conduct and assist the Directors in defining ethical standards in the performance and exercise of their duties and responsibilities for the Company. The Whistle-Blowing Policy is in place which the aim to encourage reporting by employees in good faith, of any suspected and/or known instances of misconduct, wrongdoings, corruption, fraud, waste and/or abuse involving the resources of the Group and the employees making such reports will be protected from reprisal. Both the Code of Conduct of Directors and Whistle-Blowing Policy are available on the Company s website at Business Sustainability The Board is mindful of the importance of business sustainability and the impact on the environment, social and governance aspects in conducting the business is taken into consideration. The Group s activities on corporate social responsibilities during the financial year are disclosed on page 31 of this Annual Report. Access to Information and Advice Board meetings are scheduled to be held at least four (4) times in a financial year, with additional meetings to be convened as and when required. All Board members are supplied with information on a timely basis prior to the scheduled Board meetings. Notices of meetings setting out the agenda and relevant Board papers are provided to all Directors for their review prior to meetings. Financial and relevant information are also promptly supplied by senior management to the Board at each meeting for purposes of discharging their duties and responsibilities. More details affecting the operation of business units strategies and performances are usually presented and discussed at the management executive committee meetings held prior to the Board meetings. The Chairman of the Audit Committee will inform the Directors at Board meetings, on any matters raised at the Audit Committee meetings and which require the attention and direction of the Board. Senior management staff usually attend Board meetings for purposes of briefing the Board on matters submitted for consideration The Directors have access to all information within the Company in both their individual and Board capacity and may take independent professional advice at the Company s expense, if required, in furtherance of their duties. Prior to seeking independent professional advice, the Director(s) shall table the matter concerned for approval of the Board. Annual Report

17 STATEMENT ON CORPORATE GOVERNANCE (cont d.) Company Secretaries All members of the Board have access to the advice and services of the Company Secretaries at all times. The Company Secretaries attend all Board and Board Committee meetings and ensure that all the meetings are convened in accordance with Board procedures and terms of reference of the relevant Board Committees. All issues discussed and recommendations / decisions made by the Board Committees/Board at the meetings are properly recorded. The Company Secretaries also ensure that the Company complies with all applicable statutory and regulatory requirements. The Board is regularly updated and kept informed by the Company Secretaries of the new regulatory, regulations and requirements of current developments in the regulatory framework and governance practice concerning their duties and responsibilities. The Company Secretaries also facilitate the Directors attendance of training programmes and keep record of training received by Directors. The appointment and removal of Company Secretaries is a matter for the Board to consider as a whole. Board Charter The Board Charter provides Directors with greater clarity regarding the role of the Board, the requirements of Directors in carrying out their role and discharging their duties to the Company and the Board s operating practices. The Board Charter will be reviewed from time to time and updated in accordance with the needs of the Company and any new regulations that have an impact on the role and responsibilities of the Board. The Board Charter which was adopted on 29 August 2012, sets out the following core areas :- Board membership Board s role Board leadership Board Committees Board Meetings Directors Remuneration Board Governance Board Evaluation and Performance Directors Training and Continuing Education Board Relationship with Shareholders Management of Risks Share dealings by Board members The Board will periodically or as deem necessary, review the Board Charter and approve any required amendments including those required to be complied with by the Company under the Code. Details of the Board Charter are accessible through the Company s website at PRINCIPLE 2 : STRENGTHEN COMPOSITION Nomination Committee The Nomination Committee comprises exclusively the following three (3) Independent Non-Executive Directors : 1. Tan Sri Dato Nik Hashim bin Nik Ab. Rahman (Chairman, Senior Independent Non-Executive Director) 2. Tuan Haji Hamdan bin Yahya 3. Mr Loh Chye Teik 16 Annual Report 2016

18 STATEMENT ON CORPORATE GOVERNANCE (cont d.) The Nomination Committee is responsible for proposing and recommending candidates to the Board and for assessing Directors on an on-going basis in accordance with the terms of reference of the Committee. The decision as to who shall be nominated remains the responsibility of the Board after considering the recommendations of the Nomination Committee. The Nomination Committee in making recommendations for the appointment of Directors, will consider the skills, experience, knowledge, expertise, competency and potential contribution of the candidates and selection is not based on gender. For the position of independent non-executive directors, the Nomination Committee also evaluates the candidates ability to discharge such responsibilities as expected from independent non-executive directors. The Board believes in providing equal opportunity to candidates who have the skills, experiences, core competencies and other qualities regardless of gender. Based on the above criteria, the Nomination Committee had assessed and recommended the appointment of Mr Ng Ju Siong to the Board. The Board approved the appointment of Mr Ng Ju Siong as a Non-Independent Non-Executive Director and his appointment to the Board took effect from 3 January The Board is mindful of the gender diversity policy and target as set out in the recommendation of the Code. The Board currently does not have a gender diversity policy. However, the Board through its Nomination Committee will consider suitably and qualified women candidates in the selection of a candidate to its Board. The Company s Articles of Association provide that one third (1/3) of the Board, shall retire by rotation at each annual general meeting. All Directors shall retire from office at least once in every three (3) years. These retiring Directors shall be eligible for re-election. The Articles of Association also provide that a Director appointed by the Board during the year shall also be subject to re-election at the forthcoming annual general meeting after his/her appointment. With the enforcement of the Companies Act 2016 on 31 January 2017, the Companies Act 1965 is repealed. There is no provision in the new Act for Directors to seek annual re-appointment when they have attained the age of seventy (70) years or above. However, Directors who are retiring under the resolutions passed at the last Annual General Meeting ( AGM ) of the Company pursuant to Section 129(6) of the Companies Act, 1965 (which was then in force) will submit themselves for re-appointment to continue in office at the 36th AGM of the Company. During the financial year, the Nomination Committee had carried out an annual evaluation on the effectiveness of the Board as a whole, Board Committees, individual Directors of the Company, assessed the independence of the Independent Directors, reviewed the training programmes attended by Directors and considered the re-election and re-appointment of Directors at the 36 th AGM. The effectiveness of the Board and Board Committees were evaluated in the areas of composition, quality of information and decision making as well as boardroom/board committee activities. The Independent Directors were assessed based on critieria defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), their ability to exercise independent judgement at all times and contribution to the effective functioning of the Board. Based on the evaluations conducted during the financial year, the Board is generally satisfied with the level of performance and effectiveness of the Board, Board Committees and individual Directors of the Company. The Board is also satisfied with the training programmes attended by the Directors which were appropriate and relevant to the needs of the Directors and the Company. Annual Report

19 STATEMENT ON CORPORATE GOVERNANCE (cont d.) The Board has accepted the recommendation of the Nomination Committee to endorse the re-election of Directors under the Articles of Association and re-appointment of Directors to continue in office from the date of the 36th AGM of the Company. The names and details of Directors seeking re-election/ re-appointment at the 36th AGM are disclosed in the Notice of 36th AGM and Profile of Directors in this Annual Report. The Nomination Committee met two (2) times during the financial year ended. Remuneration Committee The Remuneration Committee consisting mainly of Non-Executive Directors, is made of the following members :- 1. Tuan Haji Hamdan bin Yahya (Chairman, Independent Non-Executive Director) 2. Tan Sri Dato Yap Yong Seong 3. Mr Loh Chye Teik The Remuneration Committee is responsible for developing the remuneration policy and recommending the remuneration packages for Executive Directors. It shall seek to ensure fair remuneration to attract, motivate and retain executive directors of the necessary caliber to run the Group successfully. However, the Board as a whole approves the remuneration of Executive and Non-Executive Directors and Directors do not participate in decisions regarding their own remuneration. The remuneration package of an executive director is structured to reflect his experience, corporate and individual performance and scope of responsibilities. The reward/bonus of an executive director is linked to his performance and the financial results of the Group. The Directors fees recommended by the Remuneration Committee for Independent Non-Executive Directors reflected their experience, responsibilities and contributions to the Group. Directors fees payable to the Non-Executive Directors are subject to the approval of the shareholders at the annual general meeting of the Company. Non-Executive Directors are also paid a meeting allowance for attendance of all Board, Board Committee and general meetings During the financial year, the Remuneration Committee had reviewed the remuneration of the Executive Directors including the payment of retirement gratuity to an Executive Director. The Remuneration Committee had also discussed and recommended to the Board on the payment of Directors fees to the Non-Executive Directors of the Company. The aggregate remuneration of Directors for the financial year ended is set out below : Allowances, Statutory contributions Other Fees Salaries Emoluments Benefits in kind Total (RM 000) (RM 000) (RM 000) (RM 000) (RM 000) Executive - 1, ,706 Non-Executive Annual Report 2016

20 STATEMENT ON CORPORATE GOVERNANCE (cont d.) The number of Directors whose remuneration falls into each successive band of RM50,000 is as follows : Number of Directors Range of remuneration Executive Non-Executive Up to RM50,000-3 RM50,001 to RM100,000-1 RM650,001 to RM700, RM950,001 to RM1,000, RM1,000,001 to RM1,050, The Remuneration Committee met two (2) times during the financial year ended. PRINCIPLE 3 : REINFORCE INDEPENDENCE Annual Assessment of Independent Directors The Board has, through the Nomination Committee, undertaken an annual assessment on the independence of its independent Directors and is satisfied that the Independent Directors are independent as they have fulfilled the required criteria as stipulated in the Main Market Listing Requirements of Bursa Securities. The Directors did not compromise their independence and have continued to bring independent and objective judgement to Board deliberations. Tenure of Independent Directors / Shareholders approval for re-appointment of Independent Directors The Board is aware of the recommendation as set out in the Code where the tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the board subject to the director s re-designation as a non-independent director. The Board is also aware that it must justify and seek shareholders approval in the event it retains as an independent director, a person who has served in that capacity for more than nine (9) years. Currently, an Independent Director namely Tuan Haji Hamdan bin Yahya, has exceeded the tenure of (9) years. The Board through the Nomination Committee has reviewed and endorsed the recommendation for Tuan Haji Hamdan bin Yahya to continue to serve as Independent Non-Executive Director of the Company. He has remained independent in judgement and there are no relationships or circumstances which are likely to affect his ability to exercise independent judgement. Furthermore, a long-serving Independent Non-Executive Director has tremendous insight and knowledge of the Company s affairs. Accordingly, the Board will seek shareholders approval for Tuan Haji Hamdan bin Yahya to continue in office as an Independent Non-Executive Director at the 36th Annual General Meeting of the Company. Separation of roles of Chairman and Group Managing Director The roles of the Chairman and the Group Managing Director are distinct and separate so as to ensure balance of power and authority. The Chairman is primarily responsible for the orderly conduct of meetings and facilitates matters between the Board and its investors. The Chairman is also responsible for the leadership, effectiveness, conduct and governance of the Board. The Group Managing Director is responsible for the development and implementation of policies/strategies approved by the Board and managing the day-to-day operations of the Group. Annual Report