w t k holdings · pdf file symphony share registrars sdn bhd 55, medan ipoh 1a medan ipoh...

nurturing continuous

growth

2008annual report W T K HOLDINGS BERHAD

(10141-M)

WTK’ s C omm itment to Sustainable Forestry & Forest Management

With strict adherence to the prescriptions of forest management plan in every concession area, the Group abides by the rules and regulations pertaining to cutting cycles, yield, annual allowable coupes, cutting rules, logging blocks, inoperable forest, obligatory species, merchantable tree sizes, enumeration and log measurement.

As a standard practice to ensure sound and sustainable forest management, the group adheres to proper engineering specifications for the planning and construction of roads for its forest operations, strict compliance of a monthly production limit and in areas where required, carries out Environmental Impact Assessment (EIA) studies to ensure its timber operations are conducted with minimal environmental impact.

WTK Group is proud to be the pioneer in using helicopter-harvesting in Sarawak since 1993. Helicopter harversting is recognized as the most environmental-friendly method of timber harversting where freshly-cut logs are lifted vertically from the forest to a landing zone, thereby eliminating the need for skid trails that would further damage the forest floor.

The Group is committed to continually find new ways to improve its forest management practices and to carry out its role to ensure the sustainability of the production of forest resources.

Being one of the leading company in the Malaysian timber industry, the WTK Group is committed to adopt and implement sound forest management practices to ensure forestry is economically, environmentally and socially sustainable.

contents

CORPORATE INFORMATION page 2 DIRECTORS’ PROFILE page 3 CORPORATE STRUCTURE page 10 DIRECTORS’ STATEMENT ON CORPORATE GOVERNANCE page 11 AUDIT COMMITTEE REPORT page 16 DIRECTORS’ STATEMENT ON INTERNAL CONTROL page 20 CHAIRMAN’S STATEMENT page 22

FINANCIAL HIGHLIGHTS page 26 FINANCIAL STATEMENTS page 27 LIST OF PROPERTIES page 107 STATISTIC ON SHAREHOLDINGS page 111 NOTICE OF ANNUAL GENERAL MEETING page 114 FORM OF PROXY

W T K HOLDINGS BERHAD (10141-M)

page 2

CORPORATE INFORMATION

BOARD OF DIRECTORS

Datuk Wong Kie Yik Non-Independent Non-Executive Director / Chairman

Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim Independent Non-Executive Director / Deputy Chairman

Datuk Wong Kie Nai Executive Director / Chief Executive Officer

Mr Wong Kie Chie Non-Independent Non-Executive Director

Ms Tham Sau Kien Independent Non-Executive Director

Mr Patrick Wong Haw Yeong Non-Independent Non-Executive Director

Mr Rafael Llamado Reyes Independent Non-Executive Director

CHIEF FINANCIAL OFFICER

Ms Janice Ting

SECRETARY

Ms Tan Mee Lian (MAICSA 0869665)

REGISTERED OFFICE

Lot No. 25(AB) 25th Floor, UBN Tower No. 10, Jalan P. Ramlee 50250 Kuala Lumpur, Malaysia Tel : 03 - 2078 8110 Fax : 03 - 2078 7718

AUDITORS

Ernst & Young Chartered Accountants Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur, Malaysia Tel : 03 - 7495 8000 Fax : 03 - 2095 5332

SHARE REGISTRAR

Symphony Share Registrars Sdn Bhd 55, Medan Ipoh 1A Medan Ipoh Bistari 31400 Ipoh Perak Darul Ridzuan, Malaysia Tel : 05 - 547 4833 Fax : 05 - 547 4363

PRINCIPAL BANKERS

HSBC Bank Malaysia Berhad RHB Bank Berhad Citibank Berhad OCBC Bank (Malaysia) Berhad

STOCK EXCHANGE LISTING

Main Board of Bursa Malaysia Securities Berhad

ANNUAL REPORT 2008

page 3

DIRECTORS’ PROFILE

YG BHG DATUK WONG KIE YIK

Yg Bhg Datuk Wong Kie Yik, Malaysian, aged 67, was appointed a Non-Executive Director of the Company on 3 February 1998. He is the Chairman of the Board of Directors of W T K Holdings Berhad (“WTK”) and also a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company.

Yg Bhg Datuk Wong Kie Yik, an Accountant by training in United Kingdom, is currently a Fellow member of the Chartered Association of Certified Accountants (FCCA) and also a member of the Malaysian Institute of Accountants (C.A. (M)). Yg Bhg Datuk Wong Kie Yik is actively involved in the development of the Malaysian Timber Industry, serving as the Chairman of Sarawak Timber Association. He had served as a Senator of Malaysia between 1986 and 1992. He was conferred the distinction of Panglima Gemilang Bintang Kenyalang (PGBK) on 11 September 1999 by Tuan Yang Terutama Yang DiPertua Negeri Sarawak.

His shareholdings in the securities of WTK as at 12 May 2009 are as follows:-

DIRECT % INDIRECT %

W T K Holdings Berhad 10,144,160 2.33 139,289,406 32.04

By virtue of his interest (direct or otherwise) in the shares of WTK, Yg Bhg Datuk Wong Kie Yik, is deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

Yg Bhg Datuk Wong Kie Yik is the father of Mr Patrick Wong Haw Yeong, a Non-Executive Director of the Company. He is also a brother of Yg Bhg Datuk Wong Kie Nai, an Executive Director/Chief Executive Officer and Mr Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the Company.

He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note 32 to the financial statements.

He has had no conviction for any offences within the past ten (10) years.

Yg Bhg Datuk Wong Kie Yik has attended all the five (5) Board of Directors meetings held during the financial year. As a member of the Audit Committee, he has attended all the five (5) Audit Committee meetings held during the financial year.

W T K HOLDINGS BERHAD (10141-M)

page 4

YG BHG LT GEN (RTD) DATUK SERI ABDUL MANAP BIN IBRAHIM

Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim, Malaysian, aged 70, was appointed an Independent Non-Executive Director of the Company on 22 May 1996. Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim is the Deputy Chairman of the Board of Directors, Chairman of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. He is the Senior Independent Director to whom concerns may be conveyed.

He is a graduate of the Royal Military College, Malaysia, the US Army Command and General Staff College, the Naval Post Graduate School in Monterey, California, USA and the US Army War College. He retired in 1994 as a Deputy Chief of Army from the Malaysian Armed Forces after serving thirty-four (34) years in the military. He presently also sits on the Board of Amsteel Corporation Berhad as an Independent Non-Executive Director.

Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim does not have any interest in the securities of WTK or its subsidiaries. He does not have any family relationship with any Director and/or substantial shareholder of the Company and there is no business arrangement with the Company in which he has a personal interest.

He has had no conviction for any offences within the past ten (10) years.

Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim has attended all the five (5) Board of Directors meetings held during the financial year. As the Chairman of the Audit Committee, he has attended all the five (5) Audit Committee meetings held during the financial year.

DIRECTORS’ PROFILE (CONT’D)

ANNUAL REPORT 2008

page 5

YG BHG DATUK WONG KIE NAI

Yg Bhg Datuk Wong Kie Nai, Malaysian, aged 63, was appointed an Executive Director/Chief Executive Officer of the Company on 3 February 1998.

Yg Bhg Datuk Wong Kie Nai, an Accountant by training, is currently a member of CPA, Australia and a member of the Malaysian Institute of Accountants (C.A. (M)). Yg Bhg Datuk Wong Kie Nai plays a significant role in the expansion of WTK and is responsible for WTK’s timber operation in Sarawak, including overseas market development. He also oversees the non-timber operation in West Malaysia. He had served as a Senator of Malaysia between 1977 to 1983 and was conferred the distinction of Panglima Gemilang Bintang Kenyalang (PGBK) on 16 September 1991 by Tuan Yang Terutama Yang DiPertua Negeri Sarawak.

His shareholdings in the securities of WTK as at 12 May 2009 are as follows:-

DIRECT % INDIRECT %

W T K Holdings Berhad 17,343,314 3.99 140,031,988 32.21

By virtue of his interest (direct or otherwise) in the shares of WTK, Yg Bhg Datuk Wong Kie Nai, is deemed to be interested in the shares of all the subsidiaries of the Company to the extent the Company has an interest.

Yg Bhg Datuk Wong Kie Nai is a brother of Yg Bhg Datuk Wong Kie Yik, the Chairman of the Board of Directors and Mr Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the Company. He is also an uncle of Mr Patrick Wong Haw Yeong, a Non-Executive Director of the Company.

He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note 32 to the financial statements.

He has had no conviction for any offences within the past ten (10) years.

Yg Bhg Datuk Wong Kie Nai has attended all the five (5) Board of Directors meetings held during the financial year.

DIRECTORS’ PROFILE (CONT’D)

W T K HOLDINGS BERHAD (10141-M)

page 6