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HOMERITZ CORPORATION BERHAD (Company No. 805792-X)

| Annual Report 2014

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Contents
01
02
04
05
07
08
18
22
24
25
26

Corporate Information

30
30
31
33
34
35
37
39
82
84
86
88

Statement By Directors

Managing Directors Statement


Financial Highlights
Board Of Directors Profile
Statement On Corporate Social Responsibility


Statement On Corporate Governance
Audit Committee Report

Statutory Declaration
Independent Auditors Report
Statements Of Financial Position

Statements Of Profit Or Loss And


Other Comprehensive Income
Statements Of Changes In Equity

Statements Of Cash Flows

Statement On Risk Management And


Internal Control

Notes To The Financial Statements

Statement On Directors Responsibilities

Additional Compliance Information

Directors Report

List Of Properties

Analysis Of Shareholdings

Notice Of Annual General Meeting

Statement Accompanying Notice Of


Annual General Meeting
Proxy Form

Corporate Structure

HOMERITZ CORPORATION BERHAD


(Company No. 805792-X)

100%

Home Upholstery Industries


Sdn Bhd (HUI)

65%

Embrace Industries
Sdn Bhd (EISB)

100%

U. S. Furniture
Manufacturing Sdn Bhd
(USF)

Corporate Information
BOARD OF DIRECTORS
Teo Seng Kuang
(Independent Non-Executive Director)

Chua Fen Fatt


(Managing Director)

Mohd Khasan Bin Ahmad


(Independent Non-Executive Director)

Tee Hwee Ing


(Executive Director)

Datuk Tay Puay Chuan


(Independent Non-Executive Director)

AUDIT COMMITTEE

COMPANY SECRETARY

PRINCIPAL PLACE OF BUSINESS

Chairman
Mohd Khasan Bin Ahmad
(Independent Non-Executive Director)

Pang Kah Man (MIA 18831)

Lot 8726 PTD 6023


Batu 8 Kawasan Perindustrian Bukit Bakri
84200 Muar, Johor
Telephone number : 606 9865 000
Facsimile number : 606 9860 942

Members
Datuk Tay Puay Chuan
(Independent Non-Executive Director)
Teo Seng Kuang
(Independent Non-Executive Director)

NOMINATING COMMITTEE
Chairman
Datuk Tay Puay Chuan
(Independent Non-Executive Director)
Members
Mohd Khasan Bin Ahmad
(Independent Non-Executive Director)
Teo Seng Kuang
(Independent Non-Executive Director)

REMUNERATION COMMITTEE
Chairman
Teo Seng Kuang
(Independent Non-Executive Director)
Members
Mohd Khasan Bin Ahmad
(Independent Non-Executive Director)
Datuk Tay Puay Chuan
(Independent Non-Executive Director)

AUDITORS
Crowe Horwath (AF 1018)
Chartered Accountants
No. 8, 2nd Floor
Jalan Pesta 1/1
Taman Tun Dr Ismail 1
Jalan Bakri
84000 Muar, Johor

REGISTRAR

PRINCIPAL BANKERS
AmBank (M) Berhad
HSBC Bank (Malaysia) Berhad

WEB-SITE ADDRESS
www.homeritzcorp.com

Tricor Investor & Issuing House Services


Sdn Bhd (11324-H) (Formerly known as
Equiniti Services Sdn Bhd)
Level 17, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Telephone number : 603 2264 3883
Facsimile number : 603 2282 1886

REGISTERED OFFICE
No. 7, 1st Floor
Jalan Pesta 1/1
Taman Tun Dr Ismail 1
Jalan Bakri
84000 Muar, Johor
Telephone number : 606 9541 705
Facsimile number : 606 9541 707

DATE OF LISTING
19 February 2010

STOCK EXCHANGE LISTING


Main Market of Bursa Malaysia Securities
Berhad
Stock Name : HOMERIZ
Stock Code : 5160
Sector
: Consumer Products

SENIOR INDEPENDENT
NON EXECUTIVE DIRECTOR
Datuk Tay Puay Chuan
(Independent Non-Executive Director)

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Managing
Directors
Statement
Dear valued shareholders,

GROUPS PERFORMANCE REVIEW

On behalf the Board of


Directors, it is my pleasure
to present to you the Annual
Report and the Audited
Financial Statements of
Homeritz Corporation Berhad
for the financial year ended
31 August (FYE) 2014.

Our Groups revenue and profits have been steadily growing


since FYE 2011. FYE 2014 has been another strong year for
our Group, building further on good performance in FYE
2013. Our Groups revenue for FYE 2014 rose by 12.6% to
RM127.18 million compared to RM112.91 million recorded in
FYE 2013. The increase of revenue in FYE 2014 was attributed
by the increase in volume of product sold and strengthening
in US Dollar (USD). As of the improvement in revenue and
strengthening in USD against Ringgit Malaysia (RM), the
profit before tax (PBT) for FYE 2014 had improved 28.6% to
RM26.45 million compared with FYE 2013.
On a per share basis, our Group made basic earnings per
share (EPS) of 10.12 cents in FYE 2014 versus 7.56 cents
in FYE 2013. In FYE 2014, total shareholders equity stood at
RM92.15 million and net asset per share was RM0.46.
During the year under review, the Group focused in its core
business of design, manufacture, and sale of upholstered
home furniture which includes upholstered sofas, upholstered
dining chairs and upholstered bed frames. We continue
diversifying our customers base spanning across more than
50 countries, including Europe, Australia, New Zealand, North
and South America, South Africa and the Middle East.

DIVIDENDS
The Board of Directors is proposing a final single tier taxexempt dividend of 15.5% equivalent to 3.10 cents per share
amounting to RM6.2 million for FYE 2014. The proposed
final dividend is subject to shareholders approval in the
forthcoming Annual General Meeting.
The total dividend paid and proposed by the Company in
respect of the FYE 2014 is 25.5 % of par value (equivalent
to 5.10 cents per share) amounting to approximately RM10.2
million. This represents about 50% of the consolidated net
profit attributable to owners of the Company for FYE 2014.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

OUTLOOK AND PROSPECTS

APPRECIATION

Our Group is operating in global economic uncertainties


as well as facing increases in its raw materials costs and
fluctuation in foreign exchange rates.

On behalf of the Board of Directors, I would like to express


my heartfelt appreciation to fellow board members and
management team for their untiring efforts and invaluable
contributions to the continued growth and success of
our Group. The gratitude and thanks are also extended to
our business associates, suppliers, bankers, customers,
regulatory bodies, shareholders for their ongoing support
and assistance. Let us continue to strive together in many
years to come.

Moving forward, our Group will continue to remain


focused in its core business and continuing to develop new
products, new design for existing products, derive better
cost efficiencies and effective cost management across all
functions. Our Group will continue diversifying its customers
base and broadening geographical coverage into other
regions.
Barring unforeseen circumstances, the Board expects that
our Group will continue to be profitable in the financial year
ending 2015.

With Best Wishes


CHUA FEN FATT
MANAGING DIRECTOR

Europe
North America
Japan
Middle East

Central
America

South Africa
HOMERITZ CORPORATION BERHAD

South America

Australasia

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Financial Highlights

2014

2010

0.31

2013

0.29

15,118

2012

72,785
2012

2013

2014

2014

2010

2011

2012

2013

0.46

Net assets per share (RM)

20,247
14,700

10,812

20,055
2011

2014

Financial Year End

2010
RM000

2011
RM000

2012
RM000

2013
RM000

2014
RM000

Revenue

109,969

89,826

103,246

112,905

127,176

Profit before tax

21,689

12,036

17,673

20,566

26,450

Profit after taxation

20,055

11,072

16,750

17,941

24,303

20,055

10,812

14,700

15,118

20,247

57,244

62,885

72,785

81,403

92,150

19,595

11,705

24,472

34,710

51,586

200,000

200,000

200,000

200,000

200,000

0.29

0.31

0.36

0.41

0.46

Profit attributable to owners of the


Company
Equity attributable to owners of the
Company
Deposit, bank and cash balance
Number of ordinary shares of RM0.20
each assumed to be in issue (000)
Net assets per share (RM)

2011

0.41

2013

Profit attributable to owners


of the Company (RM000)

2010

62,885

127,176

112,905

57,244
2012

0.36

2011

103,246

89,826

109,969
2010

92,150

Equity attributable to owners


of the Company (RM000)

81,403

Revenue
(RM000)

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Board Of Directors Profile


CHUA FEN FATT
Managing Director
Aged 44, Malaysian
Chua Fen Fatt was appointed to the Board on 2 November 2009. He is one of the founders of HUI in 1997 and since then, he
has been the driving force in the Group and has been instrumental in the success, growth and development of the Group. He
has had more than 27 years of hands-on experience in the furniture industry particularly in the upholstered home furniture.
Throughout his working career, he has worked in different levels and capacities and involved in various aspects of the industry,
from being a production operator to sample maker and product designer.
Prior to setting up of HUI, he was also involved in the sub-contracting of upholstered home furniture activities and started his
own manufacturing business, Home Sofa Industries, in 1996. Over the years, he has accumulated various technical know-how
and expertise in the art of manufacturing and designing upholstered home furniture.
As the Managing Director, he provides the Group with its corporate vision and business strategies and is primarily responsible
for the overall business, strategic planning, design and development, and the entire operations of the Group.
Currently, he does not hold any directorship in any other public companies.

TEE HWEE ING


Executive Director
Aged 43, Malaysian
Tee Hwee Ing was appointed to the Board on 2 November 2009. She is the co-founder of HUI together with Chua Fen Fatt in
1997. Prior to joining the Group, she worked with UOB Card Centre (Singapore) and Avenue Securities Sdn Bhd in 1990 and
1992 respectively. She has over 17 years of working experience in the upholstered home furniture industry. As the Executive
Director, she is primarily responsible for the overall corporate and administrative functions of the Group.
Currently, she does not hold any directorship in any other public companies.

MOHD KHASAN BIN AHMAD


Independent Non-Executive Director
Aged 53, Malaysian
Mohd Khasan Bin Ahmad was appointed to the Board on 2 November 2009. He is also the Chairman of the Audit Committee and
a member of the Nominating and Remuneration Committees of the Company. Mohd Khasan obtained a diploma in Accountancy
and later graduated with a degree in Accountancy from Universiti Teknologi Mara. He is a member of the Malaysian Institute
of Accountants (MIA). He served Bank Negara Malaysia for a period of about 7 years from 1986, the last 2 years of which he
was seconded to the Capital Issues Committee (CIC) as its Principal Assistant Secretary. Subsequently, he joined the Securities
Commission in 1993 for a period of about 5 years and his last capacity was an Assistant Manager in its Issues and Investment
Division. During the tenure of his above appointments, he was involved in reviewing various corporate exercises, ranging from
initial public offerings, mergers and acquisitions, reverse take-overs, issuance of bonds and other capital raising exercises.
He left the Securities Commission and joined the private sector in 1997. Currently, he sits on the Boards of Ta Win Holdings
Berhad, Crest Builder Holdings Berhad and Farms Best Berhad as Independent Non-Executive Director. He also sits on the
Board of several other private limited companies.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Board Of Directors Profile


(Contd)

DATUK TAY PUAY CHUAN


Independent Non-Executive Director
Aged 50, Malaysian
Datuk Tay Puay Chuan was appointed to the Board on 2 November 2009. He is also the Chairman of the Nominating Committee
and a member of the Audit and Remuneration Committees of the Company. He started his career with the Polis Di Raja
Malaysia, Bukit Aman in 1987 and later left the police force as a Police Inspector in 1992. He joined Fajar Sawmill Sdn Bhd as
a Factory Manager from 1992 to 1997. In 1997, he obtained a Bachelor of Law (Honours) degree from University of London,
United Kingdom. He was called to the Bar and admitted as an advocate and solicitor in 1998. He was the partner in Fazilah,
Ong Chee Seong & Associates from 1998 to 2003 until he set up his own legal practice, Tay Puay Chuan & Co in Muar, Johor in
2003.
Currently, he sits on the Boards of Sern Kou Resources Berhad and Guan Chong Berhad as Independent Non-Executive
Director.

TEO SENG KUANG


Independent Non-Executive Director
Age 44, Malaysian
Teo Seng Kuang was appointed to the Board on 5 January 2012. He is also the Chairman of the Remuneration Committee and
a member of the Audit and Nominating Committees of the Company. He received his Master of Business Administration from
Honolulu University, Hawaii, USA in 2003. He has a background of more than 15 years of working experience in management
related position in sectors/industries such as manufacturing, electronic and furniture. He is a member of the Malaysian
Institute of Management (MIM) and member of Financial Planning Association of Malaysia (FPAM). He has served as an
Operation Director of Xin Guang Premier Corporation Sdn Bhd since 2004.
Currently, he does not hold any directorship in any other public companies.

Notes to Board of Directors Profile:


1.
2.
3.
4.

Tee Hwee Ing is the spouse of Chua Fen Fatt. Save as disclosed, none of the directors has any family relationship with any
director of the Company.
All directors does not have conflict of interest with the Company and has not been convicted for any offences within the
past ten (10) years other than for traffic offences, if any.
Please refer to the analysis of shareholdings of this Annual Report for the details of the directors shareholdings in the
Company.
Details of number of Board meetings attended by directors during the financial year are set out in page 13 of this Annual
Report.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On
Corporate Social Responsibility
Our Group has recognised and acknowledged the importance of a corporate culture that emphasizes good corporate social
responsibility (CSR) and corporate citizenship. While delivering sustainable and growing stakeholders value through the core
business, our Group also contributes and provides for the betterment of the employee welfare, market place and community.

COMMUNITY
During the financial year, our Group contributed to the community through donations made to the below parties:

Pertubuhan Kebajikan Warga Muar Johor


Persatuan Kebajikan Xin Ling

ENVIRONMENT
Our Group promotes environmentally-conscious work practices in order to reduce environmental impact, enhance energy
efficiency and recycling whenever possible. Generally, the upholstered furniture manufacturing industry does not have any
major environmental issues or concerns because there are no emissions of noxious gases or production of toxic fluids or
industrial wastes. Our manufacturing wastes such as saw dust and leather cuttings are relatively minor, and we easily eliminate
such waste in a hygienic and orderly manner, in accordance with guidelines and regulations as stipulated by the Department
of Environment (DOE).

MARKET PLACE
Our Group recognises that our ability to produce consistently high quality products is critical to the success of our business.
As such, we place extensive and substantial emphasis on the ultimate quality of our products and maintain stringent quality
control throughout our manufacturing processes. This enables us to produce high quality products to satisfy the demands
and expectations of highly-demanding international customers. Being a manufacturer of export goods, we are required to
adhere to the product quality requirements of countries in which we export to. These include, but are not limited to fire safety,
fumigation and dye test requirements. To ensure that we keep ourselves updated with knowledge of the latest product quality
requirements in such countries, we are a member of the Malaysian External Trade Development Corporation (MATRADE)
whereby any updates or information on such requirements would be disseminated to members via email. In addition, we also
work closely with our customers to ensure that our products are in proper compliance with prevailing local requirements or
quality standards.

WORKPLACE
Our Group believes that human capital development is very important to ensure that we have the right and relevant skill set
and knowledge in ensuring business sustainability and growth. As such, we have conducted trainings with emphasis on quality
for the staff to improve further their quality of work and workplace. Health and Safety at the workplace is also another area
of importance to us.
Our Group has set up a Work Safety Committee to develop policies and maintain a safe and healthy workplace for all its
employees, contractors and visitors. Conducting fire drill trainings, meetings, periodic inspections on fire fighting equipment
and prevention programs are carried out to continuously alert the employees on the importance of the safety and hygiene
conditions of the workplace.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


The Board of Directors (Board) recognises the importance of good corporate governance in ensuring that the interest of the
Group, shareholders and other stakeholders are protected.
The Board is fully dedicated to continuously evaluating the Groups corporate governance practices and procedures with a view
to ensure the principles and recommendations in corporate governance as stipulated by the Malaysian Code on Corporate
Governance 2012 (MCCG 2012) are applied and adhered to safeguard shareholders investments and protect the interests
of all stakeholders.
This statement thus describes the position of the Group in regard to each of the eight (8) principles and twenty six (26)
recommendations made in the MCCG 2012, noting and explaining exceptions as they arise.

APPLICATION OF PRINCIPLES AND RECOMMENDATIONS


Principle 1: Establish Clear Roles and Responsibilities
1.1 The Board should establish clear functions reserved for the board and those delegated to management
The Board has established a Board Charter (the Charter) that has set out the roles, responsibilities and powers of
the Board, taking into account corporate governance obligations, best practices, and relevant regulations. The Board
reviews the Charter from time to times and as necessary to ensure consistency and compliance with regulatory and legal
requirements, which shall take precedence over any stipulation of the Charter.
The details of the Charter are accessible through Groups website at www.homeritzcorp.com.
1.2 The Board should establish clear roles and responsibilities in discharging its fiduciary and leadership functions
1.2.1 Reviewing and adopting a strategic plan for the Group
The Board considers, and after discussion and amendment as required, approves strategic plan proposed by
management. All Boards decisions are recorded in the minutes, including the deliberation for each decision,
along with actions to be taken and the individuals responsible for implementation. Relevant Board decisions are
communicated to Senior Management for implementation with a reasonable timeframe.
1.2.2 Overseeing the conduct of the Groups business
The Board shall meet quarterly and at any such times as it deems necessary to fulfill its responsibilities. The Board
is provided with an agenda and comprehensive board papers on a timely basis prior to board meetings. This is to
ensure the Directors to discharge their duties and responsibilities competently and in a well-informed manner.
The Company Secretary records all the deliberations including pertinent issues, the substance of inquiries and
responses, Board members suggestions and the decision made in the Minutes of the Board meetings. The Minutes
of every Board meeting are also circulated to the Directors for their perusal prior to confirmation of the Minutes
at the following Board meeting.
1.2.3 Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation
measures.
The Board acknowledges that it is responsible for ensuring that a sound system of risk management and internal
control is maintained and that it has reviewed the effectiveness of these systems to safeguard shareholders interest
and the Groups assets. Further details of the Groups system of internal controls are set out in the Statement on
Risk Management and Internal Control section of this Annual Report.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


(Contd)

1.2.4 Succession planning


The Board recognises the importance to attract and retain key management personnel. Hence, the Board has made
concerted efforts to identify and groom middle management at all key areas as an integral part of the management
succession plan. The plan also includes offering a competitive remuneration package to and providing training and
career development opportunities for employees in all key functions of the Groups operations.
1.2.5 Overseeing the development and implementation of a shareholder communications policy for the Group.
The Group acknowledges the need for investors to be informed of all material business and corporate developments
affecting the Group. The channels of communication to shareholders for information of the Group are as follow:
i.
ii.
iii.
iv.
v.

announcement of quarterly results on quarterly basis;


the issue of the Companys Annual Reports;
announcements to Bursa Malaysia Securities Berhad;
ad-hoc press statements and interviews, where appropriate; and
Groups website at www.homeritzcorp.com.

The Board welcomes shareholders participation at the Annual General Meeting, which serves as an important
means for shareholders communication. Notice of the Annual General Meeting and Annual Reports are sent to
shareholders twenty one (21) days prior to the meeting. Shareholders are encouraged to attend and participate
at the Annual General Meeting by raising questions on the resolutions being proposed or on the Groups business
operations in general.
1.2.6 Reviewing the adequacy and the integrity of the management information and internal controls system of the
Group.
The Board acknowledges its overall responsibility for maintaining a sound system of internal controls that provides
reasonable assessment of effective and efficient operations, internal financial controls and compliance with laws
and regulations as well as with internal procedures and guidelines. The effectiveness of the systems of internal
controls of the Group is reviewed periodically by the Audit Committee. Further details of the Groups system of
internal controls are set out in the Statement on Risk Management and Internal Control section of this Annual
Report.
1.3 The Board should formalise ethical standards through a code of conduct and ensure its compliance
The Group has put in place a whistle-blowing policy and a summary of the Code of Conduct is viewable on the Groups
website.
1.4 The Board should ensure that the Groups strategies promote sustainability
The Board reviews operational practices which impact on sustainability of environment, governance and social aspects
of its business on a regular basis. The Groups ESG (Environmental, Social and Governance ESG) policy is published on
the Groups website.
1.5 The Board should have procedures to allow its members access to information and advice
The Board has full, unrestricted and timely access to all information pertaining to the Groups business affairs. All members
of the Board have access to the advice and services of the Company Secretary and are entitled to obtain professional
opinions or advice from external consultants when the need arises at the expense of the Group. The Company Secretary
attends all Board meetings and is responsible for ensuring that Board procedures as well as statutory and regulatory
requirements relating to the duties and responsibilities of the Directors are complied with.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


(Contd)

1.6 The Board should ensure it is supported by a suitably qualified and competent Company Secretary
It is the Boards responsibility to retain the services of a competent Company Secretary. The Board is assisted by the
Nominating Committee in the appointment and assessment of the Company Secretary, as specified in its Term of
Reference.
The Board is supported by a suitably qualified and competent Company Secretary in discharging its roles and responsibilities.
Every Board member has ready and unrestricted access to the advice and the services of the Company Secretary in
ensuring the effective functioning of the Board. The Company Secretary also ensures compliance of listing and related
statutory obligations and procedures are followed and minimises deviation. The Directors are also regularly updated and
advised by the Company Secretary on new statutory and regulatory requirements issued by regulatory authorities, and
the resultant implications to the Company and the Directors in relation to their duties and responsibilities. The Company
Secretary is experienced, competent and knowledgeable on new statutes and directives issued by regulatory authorities.
The Company Secretary briefs the Board on proposed contents and timings of material announcements to be made to
the Bursa Malaysia Securities Berhad (Bursa Securities).
1.7 The Board should formalise, periodically review and make public its board charter
The Charter was formalized in July 2013 and will be reviewed from time to time. The Charter is displayed on the Groups
website.

Principle 2: Strengthen Composition


2.1 The Board should establish a Nominating Committee which should comprise exclusively of Non-Executive Directors, a
majority of whom must be independent
The Nominating Committee was established on 02 November 2009 and consists of the following members:
Director

Designation

Directorship

Datuk Tay Puay Chuan


Mohd Khasan Bin Ahmad
Teo Seng Kuang

Chairman
Member
Member

Independent Non-Executive Director


Independent Non-Executive Director
Independent Non-Executive Director

The Nominating Committee operates under its terms of reference and had two (2) meeting convened during financial
year under review.
The main functions of the Nominating Committee include the following:-

10

to identify and recommend to the Board suitable nominees for appointment to the Board and Board Committees;

to assess the effectiveness of the Board, the Board Committees, the contribution of each Director and the Company
Secretary on an on-going basis;

to review regularly the board structure, size and composition and make recommendations to the Board with regard
to any adjustments that are deemed necessary;

to consider in making its recommendations, candidates for directorships proposed by the Executive Directors or
any other senior executive or any other Director or Shareholder;

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


(Contd)

to assist the Board in its annual review of its required mix of skills and experience and other qualities, including
core competencies of which Non-Executive Directors should bring to the Board;

to recommend to the Board the continuation in service of Executive Director(s) and Director(s) who are due for
retirement by rotation;

to assess the independence of the Independent Directors annually; and

to review the training needs for the Directors regularly, and disclose details in the annual report as appropriate.

2.2 The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process
and annual assessment of Directors
The Nominating Committees Terms of Reference specifies in details its duties and functions, which relate to the
recruitment of Directors and the criteria used and procedures in their selection and in evaluating the overall effectiveness
of the Board.
2.3 The Board should establish formal and transparent remuneration policies and procedures to attract and retain
directors
The Remuneration Committee was established on 02 November 2009 and consists of the following members:
Director

Designation

Directorship

Teo Seng Kuang


Mohd Khasan Bin Ahmad
Datuk Tay Puay Chuan

Chairman
Member
Member

Independent Non-Executive Director


Independent Non-Executive Director
Independent Non-Executive Director

The Remuneration Committee operates under its terms of reference and had one (1) meeting convened during financial
year under review.

The main functions of the Remuneration Committee include the following:

to consider and recommend to the Board the remuneration framework for Executive Directors;

to formulate the remuneration packages to attract, retain and motivate Executive Directors of the quality required
to manage the business of the Group successfully;

to act in line with the directions of the Board of Directors; and


to consider and examine such other matters as the Remuneration Committee considers appropriate.

The remuneration and entitlements of the Non-Executive Directors shall be a matter to be decided by the Board as a
whole with the Director concerned abstained from deliberation and voting on his individual remuneration.
The Remuneration Committee adopts the principles recommended by the MCCG 2012 in determining the Directors
remuneration whereby the Executive Directors remuneration is designed to link rewards to the Groups performance
whilst the remuneration of the Non-Executive Directors is determined in accordance with their experience, expertise
and the level of responsibilities undertaken. The Directors fees are subject to the approval of the shareholders of the
Company at the Annual General Meetings.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

11

Statement On Corporate Governance


(Contd)

Details of Directors remuneration paid and payable to the Directors of the Company for the financial year ended (FYE)
31 August 2014 by category and successive bands of RM50,000 are as follows:


Executive
Directors
(RM)

Non-Executive
Directors
(RM)

Total
(RM)

Allowances
Bonuses
EPF
Fee
Salaries
SOCSO
Benefits-in-kind

8,400
216,000
205,200
-
864,000
1,240
53,150

12,600
-
-
100,800
-
-
-

21,000
216,000
205,200
100,800
864,000
1,240
53,150

1,347,990

113,400

1,461,390

Number of Directors
Executive Non-Executive
Directors
Directors

Total




RM 1 - RM 50,000
RM 600,001 - RM 650,000

-
2

3
-

3
2

Details of individual Directors remuneration are not disclosed in this report as the Board is of the view that the above
Directors remuneration disclosure by band and analysis between Executive and Non-Executive Directors has appropriately
served the accountability and transparency aspects of the MCCG 2012.

Principle 3: Reinforce Independence


3.1 The Board should undertake an assessment of its Independent Directors annually
The Board has adopted the legal and regulatory definition of Independent Directors as specified in the Main Market
Listing Requirements of Bursa Malaysia. All the Directors have given their undertakings to comply with the Main Market
Listing Requirements (Listing Requirements) and the Independent Directors have confirmed their independence in
writing.
The Nominating Committee is specifically tasked to assess the independence of Independent Directors upon admission,
annually and when any new interest or relationship develops.
3.2 The tenure of an Independent Director should not exceed a cumulative term of nine (9) years.
The Board has implemented a nine (9) year policy for Independent Directors, in line with Recommendation 3.2 of the
MCCG 2012. Upon completion of the nine years, an Independent Director may continue to serve on the Board subject to
the Directors re-designation as a Non-Independent Director.
3.3 The Board will justify in the notice convening the Annual General Meeting and submit for shareholders approval the
retention of all Independent Directors who have served the Group for an aggregate of more than nine (9) years at
every Annual General Meeting
In the event the Board intends to retain an Independent Director who has served the Group for an aggregate of more
than nine (9) years, it would have to justify in the notice convening the Annual General Meeting and seek shareholders
approval the retention of such Independent Director at every Annual General Meeting. As at the date of this Statement,
none of the Independent Directors has reached nine years of service since their appointment as Directors.

12

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


(Contd)

3.4 The positions of Chairman and Chief Executive Officer (CEO) should be held by different individuals, and the Chairman
must be a Non-Executive member of the board
Due to the relatively small size of the Group, the Board is of the view that the current size and composition is optimum
and well balanced, and caters effectively to the scope of the Groups operations. Hence, the Board does not intend to
appoint an Independent Chairman and CEO to the Board.
3.5 The Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent
Director
The Board currently consists of five (5) members comprising two (2) Executive Directors and three (3) Independent NonExecutive Directors. In this respect, the Company complies with the requirement of the Listing Requirements of Bursa
Securities for Independent Non-Executive Directors to make up at least one-third (1/3) of the Board membership.
Notwithstanding that the Board does not have an independent Chairman and CEO, it is of the opinion that its strong
representation of high caliber Independent Non-Executive Directors provides the necessary balance in ensuring that
the strategies proposed by the Management are fully discussed and deliberated, and the interests of the shareholders,
employees, customers, suppliers and other stakeholders are taken into consideration.
Datuk Tay Puay Chuan also performs the role as the Senior Independent Director to facilitate communications with any
shareholders and stakeholders whose concerns could be inappropriate to be dealt with by the Managing Director or the
Executive Director.

Principle 4: Foster Commitment


4.1 The Board should set out expectations on time commitment for its members and protocols for accepting new
directorships

All the Directors are expected to devote sufficient time to carry out their responsibilities and are required to notify the
Board before accepting any new directorships. The Board ordinarily schedules four meetings in a year. This is evidenced
by the attendance record of the Directors at Board Meetings during the financial year under review, as set out in the
table below:
Directors

Directorship

Number of Meetings Attended

Chua Fen Fatt


Tee Hwee Ing
Mohd Khasan Bin Ahmad
Teo Seng Kuang
Datuk Tay Puay Chuan

Managing Director
Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director

5/5
5/5
5/5
5/5
5/5


Where any directions or decisions are required expeditiously or urgently for the Board between the regular meetings,
special meetings of the Board will be convened by the Company Secretary, after consultation with the Managing Director.
The agenda for the meeting of the Board is set by the Company Secretary in consultation with the Managing Director.
Notwithstanding that no specific quantum of time has been fixed, all the Board members must be able to commit
sufficient time to the Companys matters and are required to notify the Board before accepting any new directorships.
To ensure the Directors have the time to focus and fulfill their roles and responsibilities effectively, one criterion as
agreed by the Board is that they must not hold directorships at more than five public listed companies (as prescribed in
Paragraph 15.06 of Listing Requirements).

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

13

Statement On Corporate Governance


(Contd)

4.2 The Board should ensure its members have access to appropriate continuing education programme
The requirement to undertake continuing education is built into the Charter and the training undertaken by the Directors
are reviewed by the Nominating Committee annually. All the Directors have attended the Mandatory Accreditation
Programme. Details of training programme attended by the Directors during the financial year under review are set out
as below:
Directors

Training Programme Attended

Chua Fen Fatt


Seminar Pekerja Asing 2013


GST Training

Tee Hwee Ing


GST Training
GST Awareness Programme

Mohd Khasan Bin Ahmad


Enhanced Understanding of Risk Management and Internal Control for CFOs,
IAs and ROs

GST Training
Teo Seng Kuang

SME GST Application Workshop

Datuk Tay Puay Chuan


GST Training
Strategy for corporate sustainability under economic pressure

Principle 5: Uphold Integrity In Financial Reporting


5.1 The Audit Committee should ensure financial statements comply with applicable financial reporting standards
This requirement is built into Terms of Reference of the Audit Committee which states particularly that the Audit
Committee should review the financial statements to ensure that the Group is in compliance with accounting standards,
the regulations of the Companies Act, 1965, Listing Requirements and other legislative and reporting requirements.
The Board aims to present a balanced, insightful and timely assessment of the Groups financial position and prospects by
ensuring quality financial reporting through the annual audited financial statements and quarterly financial results to its
stakeholders, in particular, shareholders, investors and the regulatory authorities. The Audit Committee assists the Board
in overseeing the Groups financial reporting processes and the accuracy, consistency and the application of accounting
standards and policies; and for reasonableness and prudence in making estimates, statements and explanation prior to
submission to the Board for its approval.
The Board is responsible to ensure that the financial statements are properly drawn up in accordance with the provisions
of the Companies Act, 1965 in Malaysia and applicable approved Financial Reporting Standards issued by the Malaysian
Accounting Standards Board so as to give a true and fair view of the state of affairs of the Group and of the Company as
at the end of the financial year and of the results of their operations and cash flows for the year ended on that date. A
statement by the Directors of their responsibilities in preparing the financial statements is set out separately on page 24
of this Annual Report.

14

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


(Contd)

5.2 The Audit Committee should have policies and procedures to assess the suitability and independence of external
auditors
The Board, through the Audit Committee maintains a formal and transparent relationship with the Groups External
Auditors in seeking valuable professional advice and in ensuring compliance with the applicable approved Financial
Reporting Standards issued by the Malaysian Accounting Standards Board in Malaysia.
The Audit Committee is delegated with the task of assessing whether the External Auditors are suitable for re-appointment,
of which the competency and independence are key considerations. This is spelt out in the Terms of Reference of the
Audit Committee
Accordingly, the Audit Committee had on 2 December 2014, assessed the independence of Messrs. Crowe Horwath
(CH) as External Auditors of the Company as well as reviewed the level of non-audit services to be rendered by CH
to the Company for the financial year under review. Having satisfied itself with their technical competency and audit
independence and fulfillment of criteria as set out in the External Auditors Assessment and Independence Policy, the
Audit Committee recommended their re-appointment to the Board, upon which the shareholders approval will be
sought at the forthcoming Seventh Annual General Meeting.

Principle 6: Recognise And Manage Risk


6.1 The Board should establish a sound framework to manage risks

The Board recognizes that identification and prioritization of the Groups business risks is a critical element of a broader
risk management program.
As an on-going process, significant business risks faced by the Group are identified and evaluated and consideration is
given on the potential impact of achieving the business objectives. This includes examining principal business risks in
critical areas, assessing the likelihood of material exposures and identifying the measures taken to mitigate, avoid or
eliminate these risks. Further details of the Groups risk management framework are set out in the Statement on Risk
Management and Internal Control section of this Annual Report.
6.2 The Board should establish an internal audit function which reports directly to the Audit Committee
The Board recognises that effective monitoring on a continuous basis is a vital component of sound internal control
systems. The Group has an out-sourcing arrangement with an independent internal audit service provider in relation
to its internal audit function to examine and evaluate the adequacy and effectiveness of the Groups internal control
systems of the business units.

Principle 7: Ensure Timely and High Quality Disclosure


7.1 The Board should ensure the Group has appropriate corporate disclosure policies and procedures
The Board has established a Corporate Disclosure Policy which serves as a guide to ensure broad dissemination of
material information in a comprehensive, accurate and timely manner and in accordance with all applicable legal
and regulatory requirements. This aims to promote effective communication with shareholders and encourage their
participation and feedback at the Annual General Meetings. Not only is this policy established to comply with the
requirements of Main Market Listing Requirements of Bursa Securities pertaining to continuing disclosure, but it also
adopts the recommendations as recommended in the MCCG 2012. The Board ensures that the Group complies with all
the applicable corporate disclosure laws and regulations.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

15

Statement On Corporate Governance


(Contd)

7.2 The Board should encourage the Group to leverage on information technology for effective dissemination of
information
The Board supports the use of information technology for the effective dissemination of information. The Group has
established a website at www.homeritzcorp.com which has served as a useful reference source of information to the
shareholders, investment analysts, business partners and other stakeholders

Principle 8: Strengthen Relationship between the Group And Shareholders


8.1 The Board should take reasonable steps to encourage shareholder participation at general meetings
The Board values the participation of shareholders at general meetings and recognises their contributions as valuable
feedback for the conduct of the Groups businesses. Notice of the Annual General Meeting and Annual Reports are sent
to shareholders at least twenty one (21) days prior to the meeting.
This would allow the shareholders to make necessary arrangements to attend and participate either in person, by
corporate representative, by proxy or by attorney together with the Notice of Annual General Meeting, which provides
information to shareholders with regard to, among others, details of the Annual General Meeting, their entitlement to
attend the Annual General Meeting, the right to appoint proxy and also qualification of proxy.
In line with Paragraph 7.21A(2) of Listing Requirements for further promoting participation of members through proxies,
the Chairman of the Annual General Meeting will brief the members, corporate representatives and proxies present
of their right to speak and vote on the resolutions set out in the Notice of the 7th Annual General Meeting dated 30
December 2014. The Articles of Association further entitles a member to vote in person, by corporate representative, by
proxy or by attorney. Essentially, a corporate representative, proxy or attorney shall be entitled to vote both on a show
of hands and on a poll as if they were a member of the Company.
8.2 The Board should encourage poll voting
At the commencement of all general meetings, the Chairman of the Annual General Meeting will inform the shareholders
of their rights to a poll voting. All the resolutions set out in the Notice of the Annual General Meeting are put to vote by
a show of hands. Separate resolutions are proposed for substantially separate issues at the meeting and the Chairman
declares the number of proxy votes received, both for and against each separate resolution where appropriate. From
2013 onwards, the Group shall endeavour, whenever possible, to put to vote of substantive resolutions at the Annual
General Meeting by poll. The outcome of the Annual General Meeting will be announced to Bursa Securities on the same
meeting day.
8.3 The Board should promote effective communication and proactive engagements with shareholders
The Board values dialogue with both institutional and individual investors, and recognises that timely and equal
dissemination of relevant information should be made to these groups without favouring one group over another.
Management meets with shareholders and investment analysts from time to time to explain the groups strategy,
performance and major developments, and to receive feedback. The proceedings of the 7th Annual General Meeting
will include the Chairmans briefing on the Companys overall performance for the financial year under review, the
presentation of the external auditors unqualified report to the shareholders, and a Q&A session during which the Board
members and senior management will interact and converse with shareholders at the 7th Annual General Meeting
within the bounds of propriety. To maintain a high level of transparency and enable the Board to effectively review and
address any issues or concerns, shareholders may direct their queries and/or concerns to the Senior Independent NonExecutive Director via a dedicated electronic mail.

16

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Corporate Governance


(Contd)

COMPLIANCE STATEMENT
The Board is pleased to report that this Statement provides the corporate governance practices of the Group with reference to
the MCCG 2012. The Board considers and is satisfied that the Group has fulfilled its obligations under the broad principles as
set out in the MCCG 2012. However, the Board has reserved several of the Recommendations and their Commentaries and has
rationalized and provided justifications as below for the deviations in this Statement. Nevertheless, the Group will continue to
strengthen its governance practices to safeguard the best interests of its shareholders and other stakeholders.
Deviations from the Recommendations on the MCCG 2012
Recommendation 2.2
The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process and annual
assessment of Directors.
Deviation
The Board does not set the limit for gender diversification of its board composition as the appointment of Directors is based
on merits without giving regards to the gender of the appointed Directors. All this while, the Board recognises the value of
female members of the Board. The female representation in the Board consists of 20% of the number of the Directors.
This Statement was presented and approved at the meeting of the Board on 2 December 2014.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

17

Audit Committee Report


COMPOSITION AND MEMBERS
The Current Audit Committee comprises three (3) members of the Board which are all Independent Non-Executive Directors.
The members of the Audit Committee, their respective designations and directorship are as follows:

Mohd Khasan Bin Ahmad


Chairman, Independent Non-Executive Director

Datuk Tay Puay Chuan


Member, Independent Non-Executive Director

Teo Seng Kuang


Member, Independent Non-Executive Director

TERM OF REFERENCE
Objectives
The primary objective of the Audit Committee is to assist the Board in fulfilling their responsibilities relating to accounting and
reporting practices of the Company and each of its subsidiaries (collectively referred to as the Group). In addition, the Audit
Committee will:

oversee and appraise the quality of the audit conducted by the Groups External Auditors and the Internal Auditors in
order to strengthen the confidence of the public in the Groups reported results;

maintain, by scheduling regular meetings, open lines of communication amongst the Board, the External Auditors
and the Internal Auditors, to exchange view and information as well as to confirm their respective authority and
responsibilities;

review related party transactions entered into by the Group to ensure that such transactions are undertaken on the
Groups normal commercial terms and that the internal control procedures with regards to such transactions are
sufficient;

provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the Groups administrative, operating
and accounting controls; and

act upon the Boards request to investigate and report on any issues or concerns on the management of the Group.

Composition
The Audit Committee shall be appointed by the Board from among their number and compose no fewer than three (3)
members. All members of the Audit Committee must be Non-Executive Directors with a majority of them being Independent
Directors.
At least one (1) member of the Audit Committee:-

18

must be a Member of the Malaysian Institute of Accountants (MIA); or

if he is not a Member of MIA, he must have at least three (3) years working experience and:-
he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or
-
he must be a Member of one of the Associations of Accountant specified in Part II of the 1st Schedule of the
Accountants Act 1967; or

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Audit Committee Report


(Contd)

he must have:-
a degree/masters/doctorate in accounting or finance and at least three (3) years post qualification experience in
accounting or finance; or
-
at least seven (7) years experience being a chief financial officer of a corporation or having the function primarily
responsible for the management of the financial affairs of a corporation.

The members of the Audit Committee shall elect a Chairman from among their number who shall be an Independent NonExecutive Director. No Alternate Director is appointed as a member of the Audit Committee.
In the event that if a member of the Audit Committee vacates office resulting in the total number reduced to below three (3),
the Board shall, within three (3) months of that event, appoints a new member to make up the minimum number of three (3).
Meetings
The Audit Committee will meet at least once quarterly and such additional meetings as the Chairman shall decide in order
to fulfill its duties. In addition, the Chairman may call a meeting if a request is made by any Committee Member, the Groups
Managing Director, the External Auditors or the Internal Auditors where applicable.
Senior managements, representatives of the External Auditors and Internal Auditors should normally be invited to attend Audit
Committee Meetings. Other Board Members may attend meeting upon the invitation of the Audit Committee. However, the
Audit Committee should meet with the External Auditors without Executive Board Members present at least twice a year.
The Company Secretary shall be the secretary of the Committee and shall be responsible for keeping the minutes of meetings
of the Committee, and circulating them to Committee Members and to other members of the Board. A quorum for a meeting
shall be two (2) members, with the majority of the members present shall be Independent Directors. The Audit Committee
must prepare an Audit Committee Report at the end of the financial year in the Annual Report of the Group which summaries
the Audit Committees activities during the financial year and the related significant findings.
Authority
The Audit Committee is authorised to investigate any activity of the Group within its Terms and Reference and all employees
shall be directed to co-operate with any request made by the Audit Committee. The Audit Committee shall have unrestricted
access to all information pertaining to the Group and have direct communication channels with the external and internal
Auditors, and to the senior management of the Group. The Audit Committee shall be empowered to engage persons or experts
having special competence as necessary to assist the Audit Committee in fulfilling its responsibilities.
Duties and Responsibilities
The duties and responsibilities of the Audit Committee shall be as follows:

to consider and recommend the nomination and appointment of the External Auditors, the audit fees, the questions of
their resignation or dismissal and any other related matters;

to oversee all matters pertaining to audit including the review of the audit plan and audit report with the External
Auditors;

to review the financial statements of the Group, and to discuss problems and reservations arising from the interim and
final results, and any matters that the External Auditors may wish to discuss (in the absence of the management where
necessary);

the Chairman of the Audit Committee to engage on a continuous basis with senior management such as the Chairman,
the CEO, the Finance Director, the External Auditors as well as the Internal Auditors in order to be kept informed of
matters affecting the Group ;

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

19

Audit Committee Report


(Contd)

in relation to the internal audit function:


-
review the adequacy of the scope, function, competency and resources of the internal audit function, and that it
has the necessary authority to carry out its works; and
-
review the internal audit programme and results of the internal audit process and where necessary ensure that
appropriate action is taken on the recommendations of the internal audit function;

to review any related parties transactions that may arise within the Group;

to review the application of corporate governance principles and the extent of the Groups compliance with the
Recommendations set out under the MCCG 2012;

to consider all areas of significant financial risk and arrangement in place to contain those risks to acceptable levels;

to ensure that the Group is in compliance with the regulations of the Companies Act, 1965, Main Market Listing
Requirements of Bursa Securities and other legislative and reporting requirements;

to identify and direct any special project or investigate and to report on any issues or concerns in regards to the
management of the Group; and

such other functions as may be agreed by the Audit Committee and the Board.

SUMMARY OF ACTIVITIES
A total of five (5) Audit Committee meetings were held for FYE 2014. The details of attendance of each Audit Committee
member are as follows:
Name of Members

Attendance

Mohd Khasan Bin Ahmad


Datuk Tay Puay Chuan
Teo Seng Kuang

5/5
5/5
5/5

The main activities undertaken by the Committee during the financial year under review included the following:


20

reviewed the unaudited quarterly financial results of the Group prior to making recommendations for the Boards
approval and subsequent announcements;
reviewed the potential related party transaction and any conflict of interest situation that may arise within the Company
or the Group including any transaction, procedure or course of conduct that raises questions of management integrity;
reviewed and evaluated factors relating to the independence of the External Auditors. The Audit Committee worked
closely with the External Auditors in establishing procedures in assessing the suitability and independence of the External
Auditors, in confirming that they are, and have been, independent throughout the conduct of the audit engagement with
the Group in accordance with the independence criteria set out by the International Federation of Accountants and the
MIA;
considered and recommended to the Board of Directors the appointment of the External and Internal Auditors and
payments of fees;
reviewed the internal audit planning, internal audit reports, audit findings, audit recommendations made and
managements responses to these recommendations and actions taken to improve the system of internal control and
procedures;
reviewed with the External Auditors the audit planning memorandum covering the audit objectives and approach, audit
plan, key audit areas and relevant technical pronouncements and accounting standards issued by Malaysian Accounting
Standards Board;
reviewed with the External Auditors the audit review memorandum covering the results of the audit of the audited
financial statements and audit report in particular, accounting issues and significant audit adjustments arising from the
external audit;

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Audit Committee Report


(Contd)

reviewed the annual financial statements of the Group prior to submission to the Board for consideration and approval;
reviewed the application of Corporate Governance principles and the extent of the Groups compliance with the
Recommendations set out under the MCCG 2012;
reviewed the Statement on Risk Management and Internal Control for disclosure in this Annual Report; and
reviewed the Annual Report to ensure adherence to legal and regulatory reporting requirements and appropriate
resolution of all accounting matters requiring significant judgement.

INTERNAL AUDIT FUNCTION


The Board acknowledges that it is responsible for maintaining sound systems of internal control which provide reasonable
assessment of effective operations, internal financial controls and compliance with laws and regulations as well as with internal
procedures and guidelines.
The Group has engaged an external independent consultant to carry out the internal audit function to assist the Audit
Committee in maintaining sound systems of internal control. The internal audits were undertaken to provide independent
assessment on the accuracy, efficiency and effectiveness of the Groups internal control systems.
An overview of the Groups approach in maintaining sound systems of internal control is set out in the Statement on Risk
Management and Internal Control on pages 22 to 24 of this Annual Report.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

21

Statement On Risk Management


And Internal Control
INTRODUCTION
The Board is pleased to present below its Statement on Risk Management and Internal Control of the Group for the financial
year under review until the date of approval, prepared in accordance with the Guidelines for Directors of Listed Issuers on the
issuance of Statement on Risk Management and Internal Control pursuant to paragraph 15.26(b) of the Main Market Listing
Requirements released by Bursa Securities.

BOARD RESPONSIBILITY
The Board acknowledges that it is responsible for ensuring that a sound system of risk management and internal control is
maintained and that it has reviewed the effectiveness of these systems to safeguard shareholders interest and the Groups
asset.
During the financial year under review, the Managing Director and Group Accountant have provided assurance to the Board
that the Groups risk management and internal control systems have been operated adequately and effectively, in all materials
aspects, based on the risk management framework and practices adopted by the Group.
However, in view of limitations that are inherent in any systems of risk management and internal control, such systems are
designed to manage, rather than eliminate, the risk of failure to achieve business objectives of the Group and can only provide
reasonable rather than obsolete assurance against material misstatement or loss.

RISK MANAGEMENT FRAMEWORK


The Board considers risk management to be fundamental to good management practice and a significant aspect of corporate
governance. Effective management of risk will provide an essential contribution towards the achievement of the Groups
strategic and operational objectives and goals.
Risk management forms an integral part of the Groups decision making and routine management, and are incorporated within
the strategic and operational planning processes at all levels across the Group.
In order to achieve a sound system of risk management and internal control, the board and management ensure that the
risk management and control framework is embedded into the culture, processes and structures of the Group and to the
achievement of its business objectives.
The Board affirms that there is an on-going process for identifying, evaluating and managing the significant risks faced by major
companies in the Group. The results of this process, including risk mitigating measures taken by Management to address key
risks identified, are periodically reviewed by the Board.
The other features of the Groups risk managements systems include the following:

22

Policies, procedures, guidelines, templates and the likes are being developed to assist in ensuring an awareness of what is
an acceptable level of risk and that risks and opportunities are managed consistently and effectively across the Group;

The risk registers are used as one of the business tools to highlight the risks exposures and their risks mitigation. The risk
registers are updated as and when there are changes to business environment or regulatory guidelines;

The Heads of department are required to undertake risk assessments against their business plan strategies and other
significant activities and to maintain risk registers that reflect an appropriate risk profile; and

Periodic operational/management meetings are held to ensure that the risks identified are monitored and related
internal controls are communicated to the management.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Statement On Risk Management


And Internal Control
(Contd)

INTERNAL CONTROL SYSTEM


Internal Audit Function
The Board recognises that effective monitoring on a continuous basis is a vital component of sound internal control systems.
The Group has an out-sourcing arrangement with an independent internal audit service provider in relation to its internal
audit function to examine and evaluate the adequacy and effectiveness of the Groups internal control systems of the business
units. The internal audit adopts a risk-based approach and prepares its audit strategy and plan based on the risk profiles of
individual business units of the Group. These plans are updated and approved by the Audit Committee regularly. The internal
audit appraises and contributes towards improving the Groups risk management and control systems, and reports to the
Audit Committee on a regular basis. The professional fee incurred for the internal audit function in respect of FYE 2014 was
RM22,500.
The other features of the Groups systems of internal control include the following:

Written communication of the Company values, the expected code of conduct, policies and procedures;

Clearly defined objectives and term of reference of the board of directors and its committees;

Clear organisation structure with delineated reporting lines;

The Audit Committee reviews the quarterly financial results, annual report, audited financial statements, Groups risk
profile and internal control issues identified by the External Auditors, Internal Auditors and the management. The Audit
Committee also monitors the implementation of the recommendations proposed by the External Auditors and Internal
Auditors;

A reporting system where information on financial performance and key business indicators are provided to the Audit
Committee and the Board on a quarterly basis for review;

Periodic management meetings are held to provide a forum where management undertakes overall responsibility for
periodic reviews to identify, discuss and resolve key operational issues, to further improve its effectiveness;

Appointment of staff is based on the required level of qualification, experience and competency to fulfill their
responsibilities. Training and development is provided for selected staff to further enhance their skills and capabilities.
In addition, a formal employee appraisal to evaluate and measure employees performance and their competency is
performed at least once a year.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS


As required by paragraph 15.23 of the Main Market Listing Requirements of Bursa Securities, the External Auditors have
reviewed this Statement on Risk Management and Internal Control for inclusion in the annual report of the Group for FYE2014.
Their review was performed in accordance with the Recommended Practice Guide (RPG) 5 issued by the Malaysian Institute
of Accountants.
The External Auditors have opined to the Board that nothing has come to their attention that causes them to believe that
this Statement intended to be included in the annual report is not prepared, in all material aspects, in accordance with the
disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for
Directors of Listed Issuers to be set out, nor is factually inaccurate.
RPG 5 does not require the External Auditors to and they did not consider whether this Statement covers all risks and controls,
or to form an opinion on the effectiveness of the Groups risk management and internal control system.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

23

Statement On Risk Management


And Internal Control
(Contd)

CONCLUSION
The Board has reviewed the adequacy and effectiveness of the system of risk management and internal controls, and that
relevant actions have been or are being taken, as the case may be, to remedy the significant weaknesses identified from the
review, which was largely based on the outcome of observations raised by the Internal Auditors and External Auditors directly
to the Audit Committee.
The Board is of the view that the risk management and internal control systems are satisfactory and report that there were
no significant internal control deficiencies or weaknesses that resulted in material losses or contingencies that would require
disclosure in the Groups Annual Report for the financial year under review.
This statement was approved at the meeting of the Board on 2 December 2014.

Statement On Directors Responsibilities


In Relation To The Audited
Financial Statements
The Directors are responsible for the preparation of financial statements for each financial year. They are responsible for
ensuring that these financial statements give a true and fair view of the state of affairs of the Group and of the Company
and the results and cash flows of the Group and of the Company for the financial year then ended. The financial statements
are prepared on a going concern basis, in accordance with applicable approved accounting standards and comply with the
provisions of the Companies Act, 1965. It is the duty of the Directors to review the appropriateness of the basis before adopting
the financial statements and present them before the Annual General Meeting together with their Report and the Auditors
Report thereon.
The Directors are responsible for ensuring that proper accounting and other records are kept to sufficiently explain the
transactions recorded. In preparing the financial statements, the Directors are required to exercise judgment to make certain
estimates that are reasonable, prudent and relevant to be incorporated in the financial statements. The Directors are also
responsible for safeguarding the assets of the Group and hence for taking reasonable steps to prevent and detect fraud and
other irregularities.
This above statement is approved at the meeting of the Board on 2 December 2014.

24

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Additional Compliance Information


1.

Utilisation of Proceeds from Issuance of Initial Public Offering (IPO)


The Company did not raise funds through any corporate proposal during the financial year under review.

2.

Share Buy-back
The Company did not enter into any share buy-back transactions during the financial year under review.

3.

Options, Warrants or Convertible Securities


The Company did not issue any options, warrants or convertible securities during the financial year under review.

4.

American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme


The Company did not sponsor any ADR or GDR programme during the financial year under review.

5.

Sanctions and / or Penalties Imposed


There were no public sanctions and / or penalties imposed on the Company and its subsidiaries, Directors or Management
by the relevant regulatory bodies during the financial year under review.

6.

Non-Audit Fees
The amount of non-audit fees incurred for the services rendered to the Group by the External Auditors for the financial
year under review amounted to RM2,500.00.

7.

Variations in Results
There were no variations of 10% or more between the audited results and unaudited results of the Group for the financial
year. The Company and its subsidiaries did not issue any profit estimates, forecast or projection for the financial year
under review.

8.

Profit Guarantee
No profit guarantee was provided by the Company or its subsidiaries during the financial year under review.

9.

Material Contracts
During the financial year under review, there were no material contracts entered into by the Company and its subsidiaries
involving Directors and / or substantial Shareholders interests.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

25

Directors Report
The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31 August 2014.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and the provision of management services. The
principal activities of the subsidiaries are disclosed in Note 5 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.

RESULTS

Group
Company

RM
RM

Profit for the financial year
24,303,054
9,462,107

Attributable to :
Owners of the Company

20,247,048
9,462,107
Non-controlling interests
4,056,006


24,303,054
9,462,107


In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS
Dividends paid or declared by the Company since the end of the previous financial year were as follows :
(a)

A final single tier tax-exempt dividend of 13.75% equivalent to 2.75 sen per ordinary share amounting to RM 5,500,000
which was proposed in respect of financial year ended 31 August 2013 and dealt with in the previous directors report,
was approved by the shareholders at the Annual General Meeting held on 19 February 2014 and subsequently paid
on 17 March 2014. The payment was made to the shareholders whose name appeared in the Companys Record of
Depositors on 21 February 2014.

(b)

A first interim single tier tax-exempt dividend of 5.00% equivalent to 1.00 sen per ordinary share amounting to RM
2,000,000 in respect of the financial year ended 31 August 2014 was declared on 28 April 2014 and subsequently paid
on 13 June 2014. The payment was made to the shareholders whose name appeared in the Companys Record of
Depositors on 28 May 2014.

(c)

A second interim single tier tax-exempt dividend of 5.00% equivalent to 1.00 sen per ordinary share amounting to RM
2,000,000 in respect of the financial year ended 31 August 2014 was declared on 24 July 2014 and subsequently paid on
12 September 2014. The payment was made to the shareholders whose name appeared in the Companys Record of
Depositors on 2 September 2014.

The Board of Directors proposed a final single tier tax-exempt dividend of 15.50% equivalent to 3.10 sen per ordinary share
amounting to RM 6,200,000 in respect of the financial year ended 31 August 2014. This dividend is subject to the shareholders
approval at the forthcoming Annual General Meeting and has not been included as a liability in the financial statements.
Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profits for the
financial year ending 31 August 2015.

26

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Directors Report
(Contd)

RESERVES AND PROVISIONS


There were no material transfers to or from reserves or provisions during the financial year save as disclosed in the financial
statements.

ISSUES OF SHARES AND DEBENTURES


There were no issue of shares and debentures during the financial year.

OPTIONS GRANTED OVER UNISSUED SHARES


No options have been granted by the Company to any person to take up any unissued shares of the Company during the
financial year.

DIRECTORS
The directors who served since the date of the last report are as follows :
Chua Fen Fatt
Tee Hwee Ing (f)
Mohd Khasan Bin Ahmad
Datuk Tay Puay Chuan
Teo Seng Kuang

DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors holding office at the end of the financial year in
shares of the Company and its related corporations are as follows :




Chua Fen Fatt
- Direct
- Indirect (1)
Tee Hwee Ing (f)
- Direct
- Indirect (1)
Mohd Khasan Bin Ahmad
Datuk Tay Puay Chuan
- Direct
- Indirect (1)
Teo Seng Kuang
- Direct
- Indirect (2)

Number of Ordinary Shares of RM 0.20 Each


Balance at
Sold/
Balance at
01.09.2013
Bought
Transferred
31.08.2014
71,839,800
71,839,800

-
-

(3,000,000)
(3,000,000)

68,839,800
68,839,800

71,839,800
71,839,800
20,000

-
-
-

(3,000,000)
(3,000,000)
-

68,839,800
68,839,800
20,000

20,000
60,000

-
-

-
(60,000)

20,000
-

82,500
23,000

-
-

-
-

82,500
23,000

Notes :
(1)

Deemed interest by virtue of his/her spouses interests in the Company.

(2)

Deemed interest by virtue of his nominees interest in the Company.

By virtue of their interests in the shares of the Company, Mr. Chua Fen Fatt and Madam Tee Hwee Ing are also deemed to have
an interest in the shares of its subsidiaries to the extent that the Company has an interest.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

27

Directors Report
(Contd)

DIRECTORS BENEFITS
Since the end of the previous financial year, none of the directors has received or become entitled to receive any benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as disclosed in
Note 19 to the financial statements) by reason of a contract made by the Company or a related corporation with the director
or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.
During and at the end of the financial year, no arrangements subsisted to which the Company was a party, whereby the
directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or
any other body corporate.

OTHER STATUTORY INFORMATION


(a)

(b)

Before the statements of financial position and statements of profit or loss and other comprehensive income of the
Group and of the Company were made out, the directors took reasonable steps :
(i)

to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and have satisfied themselves that there were no known bad debts to be written off
and that no allowance for doubtful debts had been made ; and

(ii)

to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in
the ordinary course of business had been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances :
(i)

which would necessitate the writing off of bad debts or the setting up of allowance for doubtful debts in respect
of the financial statements of the Group and of the Company ; or

(ii)

which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading ; or

(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate ; or
(iv) not otherwise dealt with in this report or financial statements of the Group and of the Company which would
render any amount stated in the financial statements misleading.

(c)

At the date of this report, there does not exist :


(i)

(ii)

(d)

28

any charge on the assets of the Group and of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person ; or
any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial
year.

In the opinion of the directors :


(i)

no contingent or other liability has become enforceable, or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group and of the
Company to meet their obligations as and when they fall due ; and

(ii)

no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of the operations of the
Group and of the Company for the financial year in which this report is made.

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

Directors Report
(Contd)

AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors :

CHUA FEN FATT


Director

TEE HWEE ING (f)


Director

Muar, Johor Darul Takzim


Date : 2 December 2014

Homeritz Corporation Berhad (Company No. 805792-X)

ANNUAL REPORT 2014

29

Statement By Directors

Pursuant to Section 169(15) of the Companies Act, 1965

We, the undersigned, being two of the directors of Homeritz Corporation Berhad, do hereby state that, in the opinion of the
directors, the financial statements set out on pages 33 to 80 are drawn up in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as
to give a true and fair view of the financial position of the Group and of the Company at 31 August 2014 and of the financial
performance and cash flows of the Group and of the Company for the financial year ended on that date.
The supplementary information set out in Note 31 to the financial statements on page 81, is prepared in all material respects,
in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute
of Accountants and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board in accordance with a resolution of the directors :

CHUA FEN FATT


Director

TEE HWEE ING (f)


Director
Muar, Johor Darul Takzim
Date : 2 December 2014

Statutory Declaration

Pursuant to Section 169(16) of the Companies Act, 1965

I, CHUA FEN FATT, the director primarily responsible for the financial management of Homeritz Corporation Berhad, do
solemnly and sincerely declare that the financial statements and supplementary information set out on pages 33 to 81 are
to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be
true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by
the abovenamed CHUA FEN FATT at
Muar in the state of Johor Darul Takzim
on 2 December 2014

}
}
}
}

Before me :
Lim Pei Ling (No. J238)
Commissioner for Oaths

30

Homeritz Corporation Berhad (Company No. 805792-X)

CHUA FEN FATT

ANNUAL REPORT 2014

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