TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

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3 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

4 STRENGTH, STAMINA & FORESIGHT VISION To bring the best value for its stakeholders as a leading player in land-based businesses and activities. MISSION To go beyond benchmarks - to have sustainable shareholders value from its investment choices and exceed customers expectations through innovation in products and services; and from hand-to-heart, committing to our core values, we are a responsible corporate citizen; a preferred employer; and choice partner for business. CORE VALUES Integrity in all we do / Passion to realise / Commitment to deliver / Balanced in work 2 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

5 EPIC Suites Foreston EPIC Suites EPIC Suites Foreston Foreston TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

6 FORESTON BAGS ASIA PACIFIC PROPERTY AWARD 2015 started off on a winning note for Bukit Hitam Development when its exclusive flagship development Foreston was honoured in the Asia Pacific Property Awards for Residential Property Interior (Show Home) a testament to the project s luxurious architectural excellence with its back-to-nature concept. Foreston consists of semi-detached houses, link bungalows and bungalows; its distinct buyers are impressed with their generous backyard gardens, double volume ceiling height and rooftop sky gardens with sun decks. Each unit s built-up area, starting from 4,400 square feet, features copious amounts of natural light. Personal space is aplenty with six bedrooms and six bathrooms, while the master bedroom boasts a generous 800-square feet of space. The Asia Pacific Property Awards are open to residential and commercial property companies and professionals from the region. They celebrate the highest levels of achievement of companies operating in the property and real estate industry. The winners are the region's finest property companies. 4 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

7 Corporate Social Responsibility (CSR) Blood Donation Campaign BP Newtown Shop Office A blood donation campaign was held at BP Newtown shop office on 22 November Organized by Bukit Hitam Development, the campaign was a CSR effort initiated to bring the residents of Bukit Puchong together for a good cause. The response to the blood donation was very encouraging. As many as 28 bags of blood were collected during the event. Bukit Hitam Development will definitely continue to organize more similar events in the future. Bukit Puchong Community Football 2014 Footie personality graces football clinic for Puchong Youth The enthusiasm in their young faces said it all. But for over 70 kids from Puchong aged 10 to 15, even more thrilling was the opportunity to get up close and personal with football pundit and former Australia and Singapore national player Abbas Saad, dubbed "the Asian Beckham" on 26 October Puchong Football Field (BP4). Together with the Puchong Rovers' coaches, Abbas Saad imparted practical and useful pointers to improve the kids' game and also demonstrated some cool tricks much to the delight of the participants. After the educational yet fun clinic sessions, a friendly mini tournament was held during which the youths took on the challenge to put into practice their newly learnt skills. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

8 Gali Estate 6 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

9 Notice of the 104 th Annual General Meeting Corporate Information Board of Directors and Group Chief Executive Officer s Profile Group Structure Five-Year Financial Highlights Statement By The Executive Management Committee Statement on Corporate Governance Statement on Risk Management and Internal Control Audit Committee Report Financial Statements Analysis of Shareholdings Properties Held by The Group Proxy Form TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

10 Notice of the 104 th Annual General Meeting NOTICE IS HEREBY GIVEN that the 104th Annual General Meeting of the Company will be held at Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, Kuala Lumpur on Thursday, 23 July 2015 at 2.30 p.m. to transact the following business:- ORDINARY BUSINESS 1. To receive the Audited Financial Statements for the financial year ended 31 March 2015 and the Reports of the Directors and Auditors thereon. 2. To approve the payment of a first and final dividend of 32 sen per share single tier tax exempt for the financial year ended 31 March To approve the payment of Directors Fees amounting to RM485,000 in respect of the financial year ended 31 March To re-elect Mr Lim Kee Choon who is retiring pursuant to Article 98 of the Company s Articles of Association, who being eligible offers himself for re-election. 5. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to determine their remuneration. (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) SPECIAL BUSINESS To consider and if thought fit, to pass the following Ordinary Resolutions:- 6. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965 (Resolution 5) THAT Tan Sri Datuk Yong Poh Kon who is over the age of seventy years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-appointed as a Director of the Company and to hold office until the next Annual General Meeting. 7. Retention of Independent Director in accordance with Recommendation 3.3 of the Malaysian Code on Corporate Governance 2012 (Resolution 6) THAT Tan Sri Datuk Yong Poh Kon, an Independent Director who has served in the Company for more than nine years, be hereby retained as an Independent Director. 8. To transact any other business which due notice shall have been given in accordance with the Companies Act, NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NOTICE IS HEREBY GIVEN THAT the first and final dividend of 32 sen per share single tier tax exempt for the financial year ended 31 March 2015, if approved, will be paid on 27 August The entitlement date for the dividend payment is 6 August A Depositor shall qualify for entitlement to the dividend only in respect of: a. Shares transferred into the depositor s securities account before 4.00 p.m. on 6 August 2015 in respect of transfer; and b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. By Order of the Board WONG WAI FOONG (MAICSA NO ) LIM HOOI MOOI (MAICSA NO ) Secretaries 1 July 2015 Kuala Lumpur 8 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

11 Notice of the 104 th Annual General Meeting Notes:- i) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy may, but need not be a member of the Company. A member may appoint any person to be his proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. ii) A member of the Company who is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 ( SICDA ) may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account. iii) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities account ( omnibus account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1) of SICDA. iv) Where a member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. v) The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal or signed by an officer or attorney duly authorised. vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting. vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 15 July 2015 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and vote in his stead. Explanatory Notes : 1. Agenda No.1 This item is meant for discussion only. The provision of Section 169 of the Companies Act, 1965 requires that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders. 2. Retirement of Director Mr Lim Kean Boon who is retiring pursuant to Article 98 of the Company s Articles of Association has expressed his intention not to seek re-election as a Director of the Company. Hence, he shall hold office until the conclusion of this Annual General Meeting. 3. Agenda No.6 Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965 The proposed Resolution 5 is to seek shareholders approval on the re-appointment of Tan Sri Datuk Yong Poh Kon who is over the age of 70 years as a Director of the Company pursuant to Section 129(6) of the Companies Act, Agenda No.7 Retention of Independent Director pursuant to the Malaysian Code on Corporate Governance 2012 The proposed Resolution 6 is to seek shareholders approval on the retention of Director who has served as Independent Director in the Company for more than nine years. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

12 Corporate Information BOARD OF DIRECTORS Executive Directors (Non-Independent) Mr. Lim Ke Hun Mr. Lim Kee Choon Mr. Lim Kean Boon Ms Lim Wan Yee Non-Executive Directors (Independent) Tan Sri Datuk Yong Poh Kon Mr. Yap Koon Dr Chin Yoong Kheong Non-Executive Directors (Non-Independent) Mr. Lim Kai Hee Mdm Chang Wee Yon (Alternate Director to Ms Lim Wan Yee) BOARD COMMITTEES Audit Committee Mr. Yap Koon (Chairman) Tan Sri Datuk Yong Poh Kon Dr Chin Yoong Kheong Executive Management Committee (EXCO) Mr. Lim Ke Hun Mr. Lim Kee Choon Mr. Lim Kean Boon Ms Lim Wan Yee Nomination Committee Tan Sri Datuk Yong Poh Kon (Chairman) Mr. Yap Koon Dr Chin Yoong Kheong Remuneration Committee Dr Chin Yoong Kheong (Chairman) Tan Sri Datuk Yong Poh Kon Mr. Yap Koon Risk Management Committee Mr. Lim Ke Hun Mr. Lim Kee Choon Mr. Lim Kean Boon Ms Lim Wan Yee Group Chief Executive Officer Mr. Tan Seng Chye REGISTERED OFFICE Level 18, The Gardens North Tower Mid Valley City Lingkaran Syed Putra Kuala Lumpur Malaysia Tel : Fax : SHARE REGISTRAR Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra Kuala Lumpur Malaysia Tel : Fax : STOCK EXCHANGE LISTING Bursa Malaysia Securities Berhad - Main Market Stock code: 2305 Website: AUDITORS Khoo Wong & Chan Chartered Accountants , 8th Floor Plaza First Nationwide 161, Jalan Tun H.S. Lee Kuala Lumpur Malaysia Tel : COMPANY SECRETARIES Lim Hooi Mooi (MAICSA No : ) Wong Wai Foong (MAICSA No : ) PRINCIPAL BANKERS Alliance Bank Malaysia Berhad CIMB Bank Berhad United Overseas Bank (Malaysia) Berhad 10 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

13 Foreston TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

14 Board of Directors and Group Chief Executive Officer s Profile MR. LIM KE HUN (*) Age 64. Malaysian. Non-Independent Non-Executive Director since 3 May Re-designated as Executive Director on 1 December Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He graduated from The Chartered Institute of Marketing of London, United Kingdom. He is also a Director in several private companies. MR. LIM KEE CHOON (A2) Age 59. Malaysian. Non-Independent Non-Executive Director since 10 August Re-designated as Executive Director on 1 December Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He is a trustee of both Alzheimer s Disease Foundation Malaysia and Yayasan Lim Yee Hoh. He graduated with degrees in Law and Commerce from the University of Melbourne, Australia in He is also a Director in several private companies. MR. LIM KEAN BOON (*) Age 57. Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28 September Re-designated as Executive Director on 1 May Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. He is also a Director in several private companies. MS LIM WAN YEE (#)(A1) Age 49. Malaysian. Non-Independent Non-Executive Director since 18 May Re-designated as Executive Director on 1 December Member of the EXCO and Risk Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations Sdn Bhd. She graduated with a Master s degree from the London School of Economics, University of London. She was appointed as Director of Bee Guan Sdn Bhd since November 2003 and is also a Director in several private companies. TAN SRI DATUK YONG POH KON Age 70. Malaysian. Independent Non-Executive Director. Appointed as member of the Board on 24 March Chairman of the Nomination Committee and member of the Audit Committee and Remuneration Committee. Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in He is the Managing Director of Royal Selangor International Sdn Bhd and is a Director of Nestle (Malaysia) Berhad, RAM Holdings Berhad and Selangor Pewter (Holdings) Berhad. Tan Sri Datuk Yong is also the Immediate Past President of Federation of Malaysian Manufacturers (FMM). He has served in the past as a Board Member of Bank Negara Malaysia, Malaysian Communications and Multimedia Commission and is currently a Board Member of EPF. He is also a member of the Economic Council. Not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries. MR. YAP KOON Age 63. Malaysian. Independent Non-Executive Director since 16 October 2009 and appointed as Chairman of the Audit Committee on 26 November Member of the Nomination Committee and Remuneration Committee. He is a Certified Public Accountant and is a Member of The Malaysian Institute of Accountants since He started his working career in 1975 and since then has worked for two Malaysian conglomerates, firstly involved in the automobile assembly and distribution industry, and secondly, involved in the diversified activities of the conglomerate. He was employed as Financial Control Manager in the first job and as Chief Accountant in the second job where he was later promoted as General Manager Finance. In the second job he was re-designated to be General Manager Operations in the employer s China operations. Currently, he works as a freelance Financial Consultant. He is not related to any Director and/or major shareholder of the Company and does not have any interest in the securities of the Company or its subsidiaries. 12 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

15 Board of Directors and Group Chief Executive Officer s Profile MR. LIM KAI HEE (*) Age 66. Malaysian. Non-Independent Non-Executive Director. He has been a member of the Group since 3 May Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction Sdn Bhd. He has extensive experience in the areas of property investment, strategic planning, business development and operational management. He is also a Director of several private companies. Graduate from The Chartered Institute of Marketing, London and The Institute of Administrative Management, London, United Kingdom. He is also a Director in several private companies. DR. CHIN YOONG KHEONG Age 57. Malaysian. BA (Hons) Economics, Fellow of the Institute of Chartered Accountants in England and Wales, DBA, CPA and CFC. Appointed as Independent Non-Executive Director on 1 January Chairman of the Remuneration Committee, member of the Audit Committee and Nomination Committee. Dr Chin retired as a partner of a Big 4 accounting firm on 31 December 2013, after having served the firm for more than 34 years in the UK, Vietnam and Malaysia. He is also the Independent Non-Executive Director of Otto Marine Ltd, a shipping company listed in the Singapore Stock Exchange, RHB Bank Bhd and RHB Asset Management Sdn Bhd. He is not related to any Director(s) and/or major shareholder(s) of the Company and does not have any interest in the securities of the Company or its subsidiaries. MADAM CHANG WEE YON (A1) [ALTERNATE DIRECTOR TO MS LIM WAN YEE] Age 71, Malaysian. Alternate Director to Ms Lim Wan Yee since 25 July GROUP CHIEF EXECUTIVE OFFICER MR. TAN SENG CHYE Age 53. Malaysian. Mr. Tan Seng Chye was appointed as Group Chief Executive Officer ( CEO ) of TAHPS Group Berhad on 23 February He started his career in Messrs. Price Waterhouse (currently known as Messrs. PricewaterhouseCoopers) in He was admitted as a member of the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants in Mr. Tan has held senior management positions in various public-listed companies both locally and overseas throughout his 33 years of working experience. He is not related to any Director(s) and/or major shareholder(s) of the Company and does not have any interest in the securities of the Company and/or its subsidiaries. ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS Conflict of interest All the Directors have no conflict of interest with the Company. Convictions (within the past 10 years, other than traffic offences) None of the Directors has any convictions. Interest in securities of the Company and its subsidiaries Directors interests in the securities of the Company and its subsidiaries are disclosed in the Directors Report and in the Analysis of Shareholdings. Note: * Brothers Family relationship # Daughter of Madam Chang Wee Yon (Substantial shareholder indirect interest) A1 Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant to Section 6A (4) of the Companies Act 1965 A2 Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company) pursuant to Section 6A (4) of the Companies Act 1965 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

16 Group Structure as at 31 March 2015 TAHPS Group Berhad (37-K) Investment Holding Plantation Share Capital : RM 74,853, %! Bukit Hitam Development Sdn. Bhd. ( W) Property Development Share Capital : RM 40,000, % BBP Management Services Sdn. Bhd. ( P) Property Management Services Share Capital : RM 2 100% The Ayer Hitam Development Sdn. Bhd. (83880-A) Property Development Share Capital : RM 10,000, % Cendana Maju Construction Sdn. Bhd. ( A) Dormant Share Capital : RM 1,000, % Ayer Hitam Resorts Sdn. Bhd. ( K) Dormant Share Capital : RM 2 100% Yee Seng Plantations Sdn. Bhd. (6587-P) Plantation Share Capital : RM 1,500, TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

17 Five Year Financial Highlights Year ended 31 March as adjusted as adjusted Revenue RM ,717 24,107 51,751 98, ,280 Profit Before Taxation RM ,542 13,716 16,009 61,843 58,446 Profit After Taxation RM ,079 10,422 14,944 47,103 43,934 Paid-up Capital RM ,853 74,853 74,853 74,853 74,853 Shareholders Funds RM , , , , ,995 Earnings Per Share - basic sen Net Assets Per Share RM Net Dividends Per Share sen Share Price at 31 March RM Dividend Yield - Net % Note: Figures for 2013 and 2014 have been adjusted to reflect the change in accounting policy on the capitalisation of replanting expenditure 120, ,000 Revenue (RM 000) 98, ,280 70,000 60,000 Profit Before Taxation (RM 000) 61,843 58,446 80,000 50,000 60,000 51,751 40,000 40,000 20,000 22,717 24,107 30,000 20,000 17,542 13,716 16, , Shareholders Funds (RM 000) Net Assets Per Share (RM) 500, , , , , , , , , , TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

18 Statement by the Executive Management Committee On behalf of the Board of Directors, we are pleased to present the Annual Report of TAHPS Group Berhad and its subsidiaries (Group) for the financial year ended 31 March Financial Results The Group performed commendably during the financial year ended 31 March The property segment registered satisfactory results whilst the plantation segment declined as a result of lower CPO prices and lower production. Group Performance Change as adjusted Revenue (RM million) % Profit before tax (RM million) % Earnings per share (sen) % Net Assets per share (RM) % Revenue increased by RM3.9 million or 4% mainly due to the progress of construction works on new launches and completion of the BP:Newtown shop offices. Profit before tax decreased marginally by RM3.4 million owing to lower contribution from the current sales mix of property projects and the plantation segment. The balance sheet continues to improve with shareholders funds increasing from RM469.1 million to RM487.0 million. Review of Operations Property Development Revenue from the property development segment totalled RM93.4 million, an increase of RM6.3 million against the previous financial year. Phase 2 of BP:Newtown shop offices was completed in 2015 whilst two new projects, the Foreston consisting of semi detached, link bungalows and bungalows; and the EPIC Suites service apartments, were launched in Plantation Revenue decreased to RM8.7 million from RM11.1 million in the previous year on lower CPO prices. In addition, the plantation segment recorded lower production as the trees in the replanted areas have yet to mature. Dividends The Board of Directors recommends the payment of a first and final dividend of 32 sen per share single tier tax exempt (2014: 35 sen per share single tier tax exempt) for the financial year ended 31 March 2015 amounting to RM24.0 million (2014: RM26.2 million). Corporate Social Responsibility The Group continues its corporate social responsibility initiatives by focusing on community based projects with the theme in healthy living. A football clinic was organized in October 2014 and a blood donation campaign in November Outlook With the completion of BP: Newtown (Phase 2), the property development division is dependent on the continued sales of the Foreston bungalows and Semi-Detached houses as well as the EPIC Suites service apartments. The plantation division completed the replanting of 160 hectares in 2013 followed by another 320 hectares in 2014 and is replanting 300 hectares in Consequently, the FFB production will decrease in line with the lower planted hectarage and the plantation segment is expected to register lower results. 16 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

19 Statement by the Executive Management Committee Acknowledgements We wish to thank Mr. Lim Kean Boon, who has expressed his intention not to seek for re-election as a Director of the Company and accordingly retire at the forthcoming Annual General Meeting, for his invaluable contributions to the Company. We welcome Mr Tan Seng Chye as the Group Chief Executive Officer in February On behalf of the Board, we would like to thank our valued customers, business associates, the government authorities, our shareholders and our staff for their continuing support and contributions. Executive Management Committee 26 May 2015 EPIC Suites TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

20 Statement on Corporate Governance The Board is committed to maintain high standards of stewardship throughout the Group to protect and to enhance shareholders' value. It endeavours to adopt good ethical business practices and to continuously improve on its management systems and practices. The Board is pleased to report that it has exercised good corporate governance in directing and managing the business and affairs of the Group throughout the financial year, consistent with the principles and recommendations outlined in the Malaysian Code on Corporate Governance 2012 ( the Code ). The following describes how the Company has applied the principles and complied with the recommendations as set out in the Code. 1. The Board The Board is responsible, amongst others, for charting and communicating strategic direction and corporate values of the Group, and supervising its affairs to ensure its success within a framework of acceptable risks and effective control and in compliance with the relevant laws, regulations and guidelines. It reviews management performance and ensures that the necessary financial and human resources are available to meet the Group s objectives. The Board adopts an active approach in discharging its responsibilities with the day-to-day responsibilities entrusted to the Management headed by the Executive Management Committee comprising the Executive Directors appointed by the Board. Other formal Board Committees established by the Board in accordance with the Code, i.e., the Audit Committee, the Nomination Committee, the Remuneration Committee and the Risk Management Committee, have also assisted the Board in the discharge of its duties. The Board approved a Board Charter in August 2013 that is aimed at ensuring that all Directors are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good corporate governance are applied in their dealings in respect of, and on behalf of, the Company. The Board Charter comprises, among others, well-defined terms of reference as well as the authority limits for the Board and its Committees, and the various relevant internal processes. The Board Charter will be updated from time to time to reflect changes to the Board s policies, procedures and processes as well as amended relevant rules and regulations to ensure they remain consistent with the Board s objectives, current legislations and best practice. The Group has in place internal guidelines, standard operating procedures and a whistleblowing policy in support of the corporate governance framework. The Board assumes the following specific duties: i) Adopting a strategic plan and reviewing the strategic direction of the Company; ii) Overseeing and evaluating the conduct of the Company s businesses; iii) Identifying principal risks and ensure that the risks are properly managed; iv) Establishing a succession plan, including appointing, training, fixing the compensation of and where appropriate, replacing senior management; and v) Reviewing the adequacy and the integrity of the company s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines. Apart from matters which are expressly required by law to be approved by the Board, the powers specifically reserved for the Board for approvals are as follows: Charters for Board Committees Conflict of interest issues relating to a substantial shareholder or a Director Material acquisitions and disposals of assets not in the ordinary course of business Investments in Capital projects Authorization levels Treasury policy Risk management policy Dividend policy Strategic plan and annual operating and capital expenditure budgets Financial statements and any significant changes to accounting policies Interim dividends, distribution payments and recommendation of final dividends Material contracts of the company of a nature decided by the Board from time to time Changes in share issuance schemes and the allocation of executive share options 18 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

21 Statement on Corporate Governance Consideration of recommendations from the Audit Committee for the appointment and removal of auditors Key appointments: i) Terms and conditions of service of Directors of the Group and/or the Group Chief Executive Officer ii) Appointments and removal of Directors of the Group and/or Group Chief Executive Officer iii) Appointments to and/or removal from Board Committees iv) Appointment of Company Secretary Recommendation to shareholders on appointment of auditors An abridged version of the Board Charter is available on the Company s website at a) Board balance The Board comprises eight Directors; four Executive Directors and four Non-Executive Directors. Three of the four Non-Executive Directors are independent. The number of independent directors complies with the Bursa Malaysia Listing Requirements which requires at least one third of the Board to be independent directors. The Directors have wide ranging experience and all have occupied or are currently occupying senior positions in the public or private sectors. The independent Non-Executive Directors provide a strong independent element to the Board and also participate as members in the Audit Committee, Nomination Committee and Remuneration Committee. b) Reinforcing independence The Code recommends that the tenure of an independent Director should not exceed a cumulative term of nine years. The Company does not have tenure limits for independent Directors and the Board is of the opinion that the ability of an independent Director to exercise independent and objective judgment in Board deliberations is not a function of his length of service as an independent Director. Tan Sri Datuk Yong Poh Kon has served on the Board as an independent Director exceeding a cumulative term of nine years. The Nomination Committee has assessed the independence of Tan Sri Datuk Yong Poh Kon and recommends to the Board that he be retained as an independent Director as he understands the businesses of the Group well, capable of ensuring an effective check and balance in Board proceedings and continues to exercise independent and objective judgment in Board deliberations and Board committees meetings. In accordance with the Code, a resolution will be tabled in the forthcoming AGM to retain Tan Sri Datuk Yong Poh Kon as an independent Director. Although the Company does not have a Chairman of the Board, the meetings of the Board are normally chaired by an independent Non-Executive Director. As part of the Company s succession plan, a Group Chief Executive Officer (CEO) was appointed in February The CEO is to ensure that corporate objectives, performance targets and long term strategic plans are achieved. c) Meetings Four board meetings were held during the financial year and the attendance of the Directors are as follows: Name No. of meetings attended Executive Directors 1. Lim Ke Hun 4/4 2. Lim Kee Choon 4/4 3. Lim Kean Boon 4/4 4. Lim Wan Yee 3/4 Independent Non-Executive Directors 5. Tan Sri Datuk Yong Poh Kon 4/4 6. Dr Chin Yoong Kheong 4/4 7. Yap Koon 4/4 Non-Independent Non-Executive Director 8. Lim Kai Hee 4/4 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

22 Statement on Corporate Governance d) Supply of Information Notice of meetings, setting out the agendas and accompanied by the relevant Board papers are given to the Directors in sufficient time to enable the Directors to peruse, obtain additional information and/or to seek further clarification on the matters to be deliberated. The Board papers include, among others, information on the Group s financial and operational performance, corporate proposals, annual budgets, minutes of Board Committees, summaries of EXCO meetings shareholding statistics and other related matters that requires the Board s deliberation and due approval. Senior management officers are invited to attend Board meetings to report on matters relating to their areas of responsibility, and to brief and provide details on recommendations and/or reports to be submitted to the Board. In the event of potential conflict of interest, the Director in such position will make a declaration in the meeting and abstain from deliberation and the decision of the Board on the subject matter. A record of the Board s deliberations of the issues discussed and conclusions reached in discharging its duties and responsibilities are captured in the minutes of each meeting. Minutes of each Board meeting are circulated to each Director prior to confirmation of the minutes in the next meeting. The Directors are notified of any corporate announcements released to Bursa Malaysia and the impending restriction in dealing with the securities of TAHPS prior to the announcement of financial results or corporate proposals. Directors are also expected to observe insider trading laws at all times when dealing with securities within the permitted trading period. Any Director who wishes to seek independent professional advice in the furtherance of his duties may do so at the Company s expense. Directors have access to all information and records of the Company and also the advice and services of the Company Secretary. e) Company Secretary The Company Secretary is responsible for providing support and guidance to the Board on policies and procedures, rules and regulations and relevant laws in regard to the Company as well as the best practices on governance. The Company Secretary organises and attends all Board meetings and Board Committees meetings, ensuring that an accurate and proper record of deliberation of issues discussed, decisions and conclusions are taken. The Company Secretary records, prepares and circulates the minutes of the meetings of the Board and Board Committees and ensures that the minutes are properly kept at the registered office of the Company and produced for inspection, if required. In addition, the Company Secretary also updates the Board regularly on amendments to the Listing Requirements, practice and guidance notes, circulars from Bursa Malaysia, legal and regulatory developments and impact, if any, to the Company and its business. f) Appointments and Re-election The Nomination Committee, comprising Independent Non-Executive Directors, is responsible for identifying and recommending to the Board suitable nominees for appointment to the Board and Board Committees. In discharging its duties, the Committee has the liberty to obtain opinions or services from external sources. The Committee is also entrusted with the responsibility for assessing the effectiveness of the members of the Board. The Articles of Association of the Company provide that at least one-third of the Directors are subject to retirement by rotation at each Annual General Meeting and that all Directors shall retire once in every three years. A retiring Director is eligible for re-election. The Articles of Association also provide that a Director who is appointed by the Board in the course of the year shall be subject to election at the next Annual General Meeting to be held following his appointment. Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

23 Statement on Corporate Governance g) Directors Training and Continuing Education The Board, through the Nomination Committee, will evaluate and determine the specific and continuous training needs for the Directors on a regular basis. Continuous education is important in keeping Directors updated on regulatory and corporate governance developments, besides enhancing professionalism and knowledge of Directors in enabling them to discharge their duties more effectively. All Directors have fulfilled the requirements of the Directors training programme. The training courses attended by the Directors during the financial year were in relation to the newly introduced Goods and Services Tax, Bursa update briefing sessions on corporate governance and seminars on the Companies Act. 2. Board Committees The Board has entrusted specific responsibilities to certain Board Committees, each operates within their defined terms of reference as set out in the Board Charter. The composition of Board Committees, their attendance at the Committees meetings and terms of reference are as follows: a) Remuneration Committee The Remuneration Committee during the financial year comprised the following: Dr Chin Yoong Kheong - Independent Non-Executive Director, Chairman Tan Sri Datuk Yong Poh Kon - Independent Non-Executive Director Yap Koon - Independent Non-Executive Director The Remuneration Committee convened two meetings during the financial year and the attendance of each member is as follows: Member No. of meetings attended Dr Chin Yoong Kheong (Chairman) 2/2 Tan Sri Datuk Yong Poh Kon 2/2 Yap Koon 2/2 The Remuneration Committee recommends to the Board the policy framework on terms of employment and on all elements of the remuneration of the Executive Directors; reviews and approves the annual salary increment and bonus of Executive Directors and key senior management; and reviews and recommends to the Board the remuneration framework for Non-Executive Directors annual fee and meeting allowance. In its deliberation, the Remuneration Committee will take into consideration industry practices and norms in compensation in addition to the Group s relative performance to the industry and performance of the individual Directors. No Director is involved in deciding his or her own remuneration. The Board as a whole proposes the fees of the Non-Executive Directors. The quantum proposed is tabled to the shareholders at the Annual General Meeting for their approval. Details of the Directors remuneration for the financial year ended 31 March 2015, proposed by the Remuneration Committee, are as follows: Aggregate remuneration Executive Directors Non-Executive Directors RM RM Fees 346, ,000 Salaries 1,872,000 - Other emoluments 224,640 25,000 Aggregate remuneration 2,442, ,000 Analysis of Remuneration in bands of RM50,000 Range of Remuneration No. of Directors (RM) Executive Directors Non-Executive Directors 100, , , , TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

24 Statement on Corporate Governance b) Nomination Committee The Nomination Committee during the financial year comprised the following: Tan Sri Datuk Yong Poh Kon Dr Chin Yoong Kheong Yap Koon - Independent Non-Executive Director, Chairman - Independent Non-Executive Director - Independent Non-Executive Director The Nomination Committee held three meetings during the financial year and the attendance of each member is as follows: Member No. of meetings attended Tan Sri Datuk Yong Poh Kon (Chairman) 3/3 Dr Chin Yoong Kheong 3/3 Yap Koon 3/3 The Nomination Committee recommends suitable candidates for appointments to the Board, including Committees of the Board; conducts annual review of the structure, size and composition of the Board (including skills, knowledge, experience and gender diversity), the performance of the Board, its Committees and individual Directors and those Directors who are due for re-election/ re-appointment at the Company s AGM. The Committee assesses the training needs of the Directors and also assesses the performance of independent Non-Executive Directors based on the criteria for independence as defined in the Listing Requirements and reviews the Board s succession plans. The Nomination Committee shall ensure that the procedures for appointing new Directors are transparent, rigorous and that appointments are made on merit and against objective criteria for the purpose. Besides evaluating the skills and experience of the candidates, the Nomination Committee also takes into consideration the following factors: a) whether the individual meets the requirements for independence as defined in the Listing Requirements; b) the individual s general understanding of the Group s businesses and markets; c) the individual s professional expertise and background; and d) other factors that promote diversity of views and experience. Re-election process The Company is confident and firmly believes that individuals chosen and appointed to the Board are all individuals of high calibre and integrity and can be tasked to discharge their duties and responsibilities independently and effectively notwithstanding their tenure on the Board. The Company does not have term limits for both Executive Directors and independent Directors but the Nomination Committee does review its evaluation process annually and in terms of the tenure for independent Directors, the Board believes that valuable contribution can be obtained from Directors who have, over a period of time, developed valuable insight of the Group and its businesses. Their continued contribution as independent Directors provides benefit to the Board and the Group as a whole. The Board will recommend to shareholders, Executive and Non-Executive Directors proposed for re-election or re-appointment at the Annual General Meeting, in accordance with the Articles and upon recommendation of the Nomination Committee after evaluating the performance of the individual Director. In determining whether to recommend a Director for re-election, the Director s past attendance at meetings, participation and contribution to the activities of the Board will be duly considered by the Nomination Committee. During the financial year, the Nomination Committee carried out a performance evaluation of the Board, its Committees and each of the Directors through the use of qualitative and quantitative checklists. The Nomination Committee also considered and recommended to the Board the re-election and re-appointment of Directors for the forthcoming AGM. The Nomination Committee made an assessment, based on the criteria in the Listing Requirements, of the independence of Tan Sri Datuk Yong Poh Kon who has served as an independent Director for a term exceeding nine years. Tan Sri Datuk Yong Poh Kon abstained from deliberating and voting on this issue. Having regard to the need for his continued invaluable contribution to the Board and the Group, the Committee recommended that Tan Sri Datuk Yong Poh Kon be appointed as a member of the Audit Committee in August TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

25 Statement on Corporate Governance c) Risk Management Committee The Risk Management Committee comprises all four Executive Directors. The Committee met once during the financial year to consider the summary of risks identified in the Group and the measures adopted to mitigate these risks. d) Audit Committee Details on the composition, terms of reference and the activities carried out by the Audit Committee during the financial year are set out in the Audit Committee Report. 3. Relationship with Shareholders and Investors The Board acknowledges the importance of shareholders being informed of all material business and corporate matters affecting the Group. This is achieved through the distribution of Annual Reports and quarterly announcements of the interim financial statements to Bursa Malaysia. Other announcements to Bursa Malaysia are made as and when required. All announcements are available on the Company s website at The shareholders are encouraged and given the opportunity during the Annual General Meeting to ask questions regarding the operations of the Group. This is the main forum for dialogue between the Company and its shareholders where shareholders concerns may be conveyed to the Board. At the Annual General Meeting, the Chairman of the meeting informs shareholders of their right to demand a poll vote on substantive resolutions. The Company s primary contact with shareholders is through the Executive Directors, Group Chief Executive Officer and Company Secretary. All shareholders queries will be received by the Company Secretary and the Company Secretary will provide feedback and responses to shareholders queries. Where any information is regarded as undisclosed material information about the Company such information will not be made available to a shareholder unless it is already disclosed in the public domain. 4. Accountability and Audit a) Financial Reporting The Board acknowledges its responsibility to present a balanced and meaningful report to the shareholders regarding the financial position of the Group and Company. In line with this, the Board makes available the financial results through quarterly announcements of the interim financial statements to Bursa Malaysia. On an annual basis the shareholders are made aware of the financial position of the Company through its Annual Report. b) Internal Controls The Group's system of internal controls is outlined in the Statement on Risk Management and Internal Controls in this Annual Report. c) Relationship with Auditors The Audit Committee and the Board have established formal and transparent arrangements and appropriate relationship with the Group's auditors, both external and internal. The Audit Committee met with the External Auditors without the presence of the executive board members during the financial year. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

26 Statement on Corporate Governance 5. Diversity Policy TAHPS Group Berhad is acutely aware that workforce diversity in terms of gender, ethnicity and age has been and will continue to be an added strength to the company. As such the company maintains a good balance in its hiring policies by taking into account all these factors. On the Board level, independence of directors is an additional factor which the Nomination Committee takes into account when considering Board appointments. Composition by Gender Gender Board Level Workforce Male Female 1 90 Total Composition by Ethnicity Ethnicity Board Level Workforce Malay Chinese 8 44 Indian - 25 Others - 1 Total Composition by Age Age Board Level Workforce < > Total Statement on Directors Responsibility The Directors are required under the Companies Act, 1965 ( the Act ) to prepare financial statements for each financial year which will give a true and fair view of the state of affairs of the Group and the Company at the end of the financial year and the results of the Group and the Company for the financial year. As required by the Act and the Listing Requirements of Bursa Malaysia, the financial statements have been prepared in accordance with the provisions of the Act and approved accounting standards in Malaysia. The Directors consider that in preparing the financial statements for the year ended 31 March 2015 set out in this Annual Report, the Group has used appropriate accounting policies that were consistently applied and supported by reasonable and prudent judgments and estimates. The Directors have the responsibility for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy the financial position of the Group and the Company and enabled them to ensure that the financial statements comply with the Act. 24 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

27 Statement on Corporate Governance 7. Additional Compliance Information The following information is disclosed in compliance with the Listing Requirements of Bursa Malaysia: a) Utilisation of Proceeds The Company did not raise funds through any corporate proposals during the financial year. b) Share Buy-back The Company did not carry out any share buy-back during the financial year. c) Options, Warrants or Convertible Securities The Company did not issue any options, warrants or convertible securities during the financial year. d) Depository Receipt Programme The Company did not participate in any Depository Receipt Programme. e) Sanctions/Penalties Imposed There were no sanctions/penalties imposed during the financial year on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies. f) Non-Audit Fees The amount of non-audit fees incurred for services rendered by the external auditors, and firms affiliated to them, during the financial year amounted to RM28,900. g) Variation in Results There is no material variance between the results for the financial year and the unaudited results previously announced. The Company did not make or release any profit estimate, forecast or projection for the financial year. h) Profit Guarantees There were no profit guarantees given by the Company during the financial year. i) Material Contracts There were no material contracts entered into by the Company and its subsidiaries which involve Directors and major shareholders interest subsisting at the end of the previous financial year or entered into during the financial year. There were no contracts relating to a loan by the Company and its subsidiaries in respect of material contracts. j) Revaluation Policy The Company does not revalue its landed properties. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

28 Statement on Risk Management and Internal Control Board's Responsibility The Board recognizes the importance for maintaining a sound system of internal controls that supports the achievement of the organization's objectives. The system of internal controls cover not only financial controls but also operational and compliance controls, as well as risk management. The Board affirms its overall responsibility for the Group's system of internal controls and risk management, and for reviewing the adequacy and integrity of those systems. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and to provide only reasonable and not absolute assurance against material misstatement or loss. Notwithstanding this, ongoing reviews are continuously carried out to ensure the effectiveness of the systems. Risk Management The Board affirms that the Group has in place an on-going process for identifying, evaluating, monitoring and managing the significant risks affecting the business during the financial year. A Risk Management Committee, comprising Executive Directors, oversees the risk management framework for the Group. Periodic risk assessments are conducted for the Company and its subsidiaries. The risk profiles were discussed with management and provide a basis for systematic management of key risks, controls and the responsibilities associated with managing these risks. A risk management team for each company in the Group is entrusted with the responsibility for continous reviewing and managing the risk profiles identified. The Risk Management Committee met once during the financial year to review the key risks identified for the property development and the plantations segments and actions respectively taken to mitigate these risks. Key Elements of Internal Control System The key processes that the Board has established in reviewing the adequacy and integrity of the Group's systems of internal controls include the following: An organizational structure with clearly defined lines of responsibility and delegation of authority to provide a documented and auditable trail of accountability. Regular internal audit visits, which involve independent evaluation of the effectiveness of internal controls and highlighting significant risks impacting the Group to the Audit Committee. The annual internal audit plan is reviewed and approved by the Audit Committee. Regular Board meetings where important matters are highlighted, discussed and decided upon, thereby ensuring that the Board maintains full and effective supervision over key issues. The Audit Committee reviews the quarterly results and the year end financial statements of the Group before presenting to the Board for approval prior to providing the reports to Bursa Malaysia for public release. The Board has received written assurance from senior management that the system of internal controls was operating satisfactorily during the financial year and has not resulted in any material losses, contingencies or uncertainties that would require disclosure in the Annual Report. Review of the Statement by External Auditors As required by Paragraph of the Listing Requirements, the external auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review was performed in accordance with Recommended Practice Guide ( RPG ) 5 (Revised) issued by the Malaysian Institute of Accountants. RPG 5 (Revised) does not require the external auditors to form an opinion on the adequacy and effectiveness of the risk management and internal control systems of the Group TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

29 Audit Committee Report COMPOSITION The Audit Committee during the financial year comprised the following: Yap Koon - Independent Non-Executive Director, Chairman Dr Chin Yoong Kheong - Independent Non-Executive Director Tan Sri Datuk Yong Poh Kon - Independent Non-Executive Director (appointed on 28 August 2014) TERMS OF REFERENCE 1. Members The Committee shall be appointed by the Board from amongst the Directors of the Company and shall fulfill the following: a) not fewer than three members; b) all members must be Non-Executive Directors with a majority of them being independent directors; c) at least one member of the Audit Committee: i) must be a member of the Malaysian Institute of Accountants; or ii) if he is not a member of the Malaysian Institute of Accountants, must have at least three years working experience and: (a)(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act (b)(b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad. d) no alternate director shall be appointed as an Audit Committee member; and e) one of the Audit Committee members who is an independent director shall be appointed Audit Committee Chairman by the members of the Audit Committee. 2. Quorum The majority of the members who must be independent directors present shall form a quorum. The minimum quorum for the Audit Committee Meetings is two members present, and in such case, both of them must be independent directors to constitute a quorum. 3. Authority The Audit Committee is granted the authority to investigate any activity, within its terms of reference, and have the resources which are required to perform its duties as well as full and unrestricted access to any information pertaining to the Company and its subsidiaries. The Audit Committee is empowered to obtain independent professional advice as necessary to assist the Audit Committee in fulfilling its responsibility. The Audit Committee shall also have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity. The Audit Committee may regulate its own procedures, in particular: a) the calling of meetings which shall include the convening of such meetings with external auditors, the internal auditors or both, excluding the attendance of other Directors and employees of the Company. The other Directors and employees can only attend such meetings upon Audit Committee s invitation. b) the notice to be given of such meetings c) the voting and proceedings of such meetings d) the keeping of minutes; and e) the custody, production and inspection of such minutes. 4. Functions and duties The duties and functions of the Committee shall be: a) To recommend the nomination of a person and persons as external auditors and to review the re-appointment and or resignation of the external auditor, the scope and general extent of the external auditors audit examination and ensure co-ordination between internal and external auditors. The external auditors fee is arranged and reviewed by the Committee. TAHPS GROUP BERHAD (37-K) ANNUAL REPORT

30 Audit Committee Report b) To review the quarterly results and annual financial statements before submission to the Board, to consider on matters such as: going concern assumption; any changes in accounting policies and practices; significant adjustments resulting from the audit and unusual events; compliance with accounting standards; compliance with stock exchange and legal requirements; major judgemental areas. c) To review the following and report the same to the Board: i Review of the audit plan, the evaluation of the internal controls system and the audit report with the external auditors; ii The assistance given by the employees of the Group to the external auditors; iii The adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out its work; iv The internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; v Any related party transaction and conflict of interest situation that may arise within the Company or Group including any transaction, procedures or course of conduct that raises questions of management s integrity. 5. Meetings of the Audit Committee The Audit Committee convened four meetings during the financial year. Other members of senior management, upon invitation by the Audit Committee, were also present at the meetings. The attendance of each member of the Audit Committee is as follows: Member No. of meetings attended Yap Koon (Chairman) 4/4 Dr Chin Yoong Kheong 4/4 Tan Sri Datuk Yong Poh Kon (appointed on 28 August 2014) 1/2 6. Activities of the Committee The Audit Committee carried out the activities as outlined in its functions and duties during the year under review. In addition, the Audit Committee reviewed the independence of the external auditors and received written assurance that the external auditors are independent throughout the conduct of the audit. Two internal audit reports were received and considered by the Audit Committee; one report on the property development subsidiary and the other on the plantation located in Terengganu. 7. Internal Audit Function The internal audit function is outsourced to a professional internal audit services firm with the objective of assisting the Audit Committee in the discharge of its duties and responsibilities. Its roles are to independently review the internal controls system established by the management, its adequacy and effectiveness vis-à-vis the objectives set and to make appropriate recommendations. Internal Audit will present its yearly Internal Audit Plan, which includes the scope and functions of the Internal Audit for consideration and approval of the Audit Committee. Costs incurred for the internal audit function during the financial year amounted to RM38,000. The Audit Committee considers reports from Internal Audit and from the management, before reporting and making recommendations to the Board on a quarterly basis or as when it is appropriate. 8. Share Scheme for Employees The Company does not have a share scheme for employees and as such, no options were allocated during the financial year. 28 TAHPS GROUP BERHAD (37-K) ANNUAL REPORT 2015

31 Kretay Estate TAHPS GROUP BERHAD (37-K) ANNUAL REPORT