2018 UEM Edgenta Annual Report

ADDITIONAL COMPLIANCE INFORMATION DIRECTORS’ RESPONSIBILITY STATEMENT IN RESPECT OF FINANCIAL STATEMENTS The Directors are required to prepare the financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year then ended. The Directors consider that, in preparing the financial statements for the financial year ended 31 December 2018, the Group has used appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent. The Directors also consider that all applicable Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Group and the Company keep accounting records which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the applicable Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Board is satisfied that it has met its obligation to present a balanced and fair assessment of the Company’s position and prospects in the Directors’ Report on pages 130 to 135 and the Audited Financial Statements from pages 143 to 259 of this Annual Report. NON-AUDIT FEES Company Group RM’000 RM’000 Statutory audit fees paid/payable 138 1,236 to external auditors Non-audit fees paid/payable 340 340 to external auditors The Company engaged the external auditors for the following non-audit works: - Review of Statement on Risk Management and Internal Control - Advisory support to achieve planned synergies and integration on newly acquired company MATERIAL CONTRACTS Other than those disclosed in the financial statements and the recurrent related party transaction section in this Annual Report, there were no material contracts including contracts to any loans entered into by the Company and its subsidiaries involving Directors’ and major shareholders’ interests. UTILISATION OF PROCEEDS In 2017, the Company had established the Islamic Commercial Papers (“ICPs”) and Islamic Medium Term Notes (“IMTNs”) under an Islamic Commercial Papers Programme (“ICP Programme”) and Islamic Medium Term Notes Programme (“IMTN Programme”) respectively, which have a combined aggregate limit of up to RM1,000.0 million in nominal value and sub-limit of RM300.0 million in nominal value for the ICP Programme under the Shariah Principle of Murabahah via a Tawarruq Arrangement. On 26 April 2018, the Company completed the issuance of RM50.0 million in nominal value of ICPs with a tenor of 12 months under the ICP Programme. The proceeds raised was utilised to redeem the outstanding ICPs amounting to RM50.0 million on the said ICP Programme which was issued on 26 April 2017 and matured on 26 April 2018. A summary of the transactions and utilisation of the proceeds is outlined below: Issuance Date Type Maturity Date Nominal Value (RM million) Proceeds Utilisation 26 April 2018 ICPs April 2019 50 For Shariah- compliant general corporate purposes. 26 April 2017 IMTNs April 2022 250 For Shariah- compliant general corporate purposes. REVALUATION POLICY The Company has not adopted a regular revaluation policy on landed properties. RECURRENT RELATED PARTY TRANSCATIONS The Company proposes to seek approval of its shareholders for the renewal of mandate for recurrent related party transactions and the proposed new shareholders’ mandate for additional recurrent related party transactions of a revenue and trading nature which is in the ordinary course of business at the forthcoming Annual General Meeting of the Company to be held on 15 May 2019. Please refer to pages 264 to 281 of this Annual Report on the disclosure of the recurrent related party transactions conducted during the financial year ended 31 December 2018 pursuant to the shareholders’ mandate approved at the last Annual General Meeting. Management Discussion & Analysis UEM Edgenta Berhad Annual Report 2018 About UEM Edgenta Chairman’s Statement 128