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TSH - Ar 23
TSH - Ar 23
ANNUAL REPORT
2023
44 th FULLY VIRTUAL
ANNUAL GENERAL
MEETING
ONLINE PLATFORM
https://meeting.boardroomlimited.my/
(Domain Registration No. with MYNIC-D6A357657)
DATE
20
MAY Monday, 20 May 2024
TIME
10.00 a.m.
INSIDE THIS REPORT
NOTICE IS HEREBY GIVEN THAT the Forty-Fourth Annual General Meeting (“44th AGM”)
of the Company will be held on a fully virtual basis through live streaming and online remote
voting via the online meeting platform at https://meeting.boardroomlimited.my/ (Domain
Registration No. with MYNIC-D6A357657) on Monday, 20 May 2024 at 10.00 a.m. to transact
the following businesses:
As Ordinary Business:
1. To receive the Audited Financial Statements for the financial year ended 31 December 2023 Please refer to
together with the Reports of the Directors and Auditors thereon. Explanatory Note 1
2. To approve payment of Directors’ fees of RM281,077 for the financial year ended 31 December Resolution 1
2023.
4. To re-elect the following Directors who are retiring by rotation in accordance with Clause 100
of the Company’s Constitution, and who being eligible, offer themselves for re-election:
5. To re-elect Velayuthan a/l Tan Kim Song who is retiring in accordance with Clause 97 of the Resolution 6
Company’s Constitution, and who being eligible, offers himself for re-election.
6. To reappoint BDO PLT as the Company’s auditors and to authorise Directors to fix their Resolution 7
remuneration.
As Special Business:
“THAT subject always to the approvals of the relevant regulatory authorities, the Directors
be and are hereby empowered by the shareholders pursuant to Sections 75 and 76 of the
Companies Act 2016 to issue new ordinary shares in the Company from time to time at such
price, upon such terms and conditions, provided that the aggregate number of the new
ordinary shares to be issued pursuant to this resolution does not exceed 10% of the issued
share capital of the Company for the time being.
THAT pursuant to Section 85 of the Companies Act 2016 to be read together with Clause 14
of the Constitution of the Company, approval be and is hereby given to waive the pre-emptive
rights of the shareholders of the Company to be offered new shares of the Company ranking
equally to the existing issued shares arising from any issuance of new shares in the Company
pursuant to Sections 75 and 76 of the Companies Act 2016.
THAT the Directors be and are empowered to obtain the approval from Bursa Malaysia
Securities Berhad for listing of and quotation for the additional new ordinary shares to be
issued.
THAT such authority shall continue to be in force until the conclusion of the next annual general
meeting of the Company.”
“THAT subject to the Companies Act 2016, the Main Market Listing Requirements (“Listing
Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Constitution of
the Company and the approvals of other relevant authorities, the Company be and is hereby
authorised to purchase and hold such number of ordinary shares in the Company (“Proposed
Share Buy-Back”) as may be determined by the Directors of the Company from time to time
through Bursa Securities upon such terms and conditions as the Directors may deem fit in the
interest of the Company provided that the aggregate number of shares purchased and held
pursuant to this resolution does not exceed 10% of the issued share capital of the Company
AND THAT the maximum amount of funds to be allocated by the Company for the purpose of
purchasing its own shares shall not exceed its total retained profits of RM239,152,000 based
on the latest audited financial statements as at 31 December 2023.
THAT such authority shall commence immediately upon passing of this ordinary resolution
until the conclusion of the next annual general meeting of the Company unless earlier revoked
or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting or upon the expiration of the period within which the next annual general meeting is
required by law to be held, whichever occurs first.
THAT the Directors be and are hereby authorised to take all steps necessary to implement,
finalise and to give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority
be and is hereby given to the Directors to deal with the shares so purchased in their absolute
discretion in any of the following manner:
(b) retain the shares so purchased as treasury shares and held by the Company; or
(c) retain part of the shares so purchased as treasury shares and cancel the remainder; or
(d) distribute the treasury shares as dividends to shareholders and/or resell on Bursa Securities
and/or cancel all or part of them; or
(e) transfer all or part of the treasury shares for purposes of an employees’ share scheme, and/
or as purchase consideration; or
in any other manner as prescribed by the Companies Act 2016, rules, regulations and guidelines
pursuant to the Companies Act 2016, the Listing Requirements and other relevant guidelines
issued by Bursa Securities and any other relevant authority for the time being in force.”
“THAT Dato’ Jasmy bin Ismail who has served for a cumulative term of more than nine years,
be and is hereby retained as an Independent Non-Executive Director until the conclusion of
the next annual general meeting of the Company in accordance with the procedures under the
Malaysian Code on Corporate Governance 2021.”
10. To transact any other business of which due notice shall have been given.
Kuala Lumpur
19 April 2024
Notes:
1. The 44th AGM of the Company will be conducted on a fully virtual basis through live streaming and online remote voting
via Remote Participation and Electronic Voting (“RPEV”) facilities provided by Boardroom Share Registrars Sdn. Bhd..
Please follow the procedures provided in the Administrative Guide which is available on the Company’s website at
https://www.tsh.com.my/investor-relations/shareholders-meeting/ in order to register, participate and vote remotely.
2. Pursuant to the latest Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed
Issuers issued by the Securities Commission of Malaysia, all meeting participants of a fully virtual general meeting
including the Chairman of the meeting, members of the Board, senior management and shareholders are to participate
in the meeting online, and an online meeting platform can be recognised as the meeting venue or place under Section
327(2) of the Companies Act 2016 provided that the online platform is located in Malaysia.
3. With the RPEV facilities, you may exercise your right as a member of the Company to participate (including posing
questions to the Company) and vote at the 44th AGM. If you are unable to participate, you are strongly encouraged to
appoint the Chairman of the meeting as your proxy to attend and vote on your behalf at the 44th AGM.
4. Only depositors whose names appear in the Record of Depositors as at 13 May 2024 will be regarded as members and
be entitled to attend, speak and vote at the meeting.
5. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies
to attend and vote in his stead. Where a member appoints two proxies, the appointments shall be invalid unless he
specifies the proportion of his shareholdings to be represented by each proxy. A proxy may but need not be a member
of the Company.
6. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he
thinks fit, and if no names are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.
7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.
8. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in
writing or if such appointor is a corporation, under its common seal. If you wish to appoint a proxy to attend and vote on
your behalf at the 44th AGM, you may deposit the duly completed and signed Proxy Form at the office of the Company’s
share registrar, Boardroom Share Registrars Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim,
Seksyen 13, 46200 Petaling Jaya, Selangor not later than 48 hours before the time appointed for holding this meeting
or adjourned meeting. Alternatively, you may lodge your Proxy Form electronically through Boardroom Smart Investor
Portal at https://investor.boardroomlimited.com by logging in and selecting “Submit eProxy Form” not later than
48 hours before the time appointed for holding this meeting or adjourned meeting. Please follow the procedures
provided in the Administrative Guide in order to participate in the 44th AGM.
9. Pursuant to Paragraph 8.29A of Bursa Securities Main Market Listing Requirements, all resolutions set out in the Notice
of 44th AGM will be put to vote by poll.
Explanatory Notes:
1. The Audited Financial Statements are meant for discussion only as it does not require shareholders’ approval under the
provision of Section 340(1)(a) of the Companies Act 2016. Hence, it will not be put forward for voting.
2. Resolution 1, the Company is seeking shareholders’ approval for payment of Directors’ fees totalling RM281,077, which
include the fees payable to certain Independent Directors who are members of the Audit Committee.
3. Resolution 2, the benefits are payable to eligible Non-Executive Directors and comprise amongst others, monthly
allowance to the Chairman of the Company in recognition of his significant oversight and leadership roles in the Group,
meeting allowance for Board and Board Committees, business travelling allowance, petrol allowance and other benefits-
in-kind including company car and driver as well as other emoluments.
Non-Executive Directors who are shareholders of the Company will abstain from voting on Resolution 2 concerning their
remuneration at the 44th AGM.
4. Resolutions 3 to 5 are in relation to re-election of the Directors who retire in accordance with Clause 100 of the Company’s
Constitution.
For the purpose of determining the eligibility of the Directors to stand for re-election at the 44th AGM, the Board had
through its Nomination Committee, assessed the performance and contribution of the retiring Directors. In addition,
the Nomination Committee Chairman had also conducted an evaluation of the retiring Directors in accordance with
the criteria set out in the TSH Group Directors’ Fit and Proper Policy. Based on the results of the respective Directors’
performance and fit and proper evaluations conducted, the Board is satisfied with the retiring Directors’ performance
and the level of contribution to the Board through their knowledge, skills and commitment as well as their abilities to
act in the best interest of the Company. Besides, the Independent Director standing for re-election has also provided his
annual declaration/confirmation of independence.
The retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at
the relevant meeting of the Board and the Nomination Committee.
The Directors referred to in Resolutions 3 to 5 who are shareholders of the Company, will abstain from voting on the
resolution in respect of their own re-election at the 44th AGM.
5. Resolution 6 is in respect of re-election of Velayuthan a/l Tan Kim Song who was appointed to the Board on 24
November 2023 and retires in accordance with Clause 97 of Company’s Constitution. In view of the recent appointment
of Velayuthan Tan, the Nomination Committee and the Board are of the view that Velayuthan Tan should be given the
opportunity to contribute to the Company before conducting any evaluation on him and therefore, support his re-
election as a Director of the Company. Velayuthan Tan has provided his declaration/confirmation of independence.
6. Resolution 8 is a renewal of the general mandate empowering the Directors of the Company pursuant to Sections 75
and 76 of the Companies Act 2016, to issue and allot new shares in the Company from time to time provided that
the aggregate number of shares to be issued pursuant to the general mandate does not exceed 10% of the issued
share capital of the Company for the time being. This authority, unless revoked or varied by the Company at a general
meeting, will expire at the next annual general meeting.
As at the date of the notice of the 44th AGM, the Company did not issue any new shares pursuant to the general
mandate granted to the Directors at the last annual general meeting held on 23 May 2023.
The renewal of the general mandate will provide flexibility to the Company for any possible fund raising activities
without the need to convene a separate general meeting to specifically approve such issuance of shares and thereby,
reducing administrative time and costs associated with the convening of such meeting. However, at this juncture, there
is no decision to issue new shares. Should there be a decision to issue new shares after the general mandate is obtained,
the Company will make an announcement in respect of the purpose and utilisation of proceeds arising from such issue.
By voting in favour of Resolution 8, the shareholders of the Company will agree to waive their pre-emptive rights under
Section 85 of the Companies Act 2016 and Clause 14 of the Constitution of the Company, to be offered new shares to
be issued by the Company pursuant to the said Resolution 8.
7. For Resolution 9, the information in respect of the Proposed Renewal of the Authority for Share Buy-Back is set out in
the Share Buy-Back Statement dated 19 April 2024.
8. Resolution 10, if passed, will allow Dato’ Jasmy bin Ismail to be retained as an Independent Non-Executive Director
until the conclusion of the next annual general meeting of the Company. Following the relevant assessment, the Board
recommended that Dato’ Jasmy be retained as an Independent Non-Executive Director of the Company based on the
justifications set out in the Corporate Governance Overview Statement in the Annual Report 2023.
By submitting an instrument appointing a proxy/proxies and/or representative/representatives to attend and vote at the
annual general meeting and/or any adjournment thereof, a member of the Company:
(i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the
purpose of the processing and administration by the Company (or its agents) of the proxies and representatives
appointed for the annual general meeting (including any adjournment thereof), and the preparation and compilation of
the attendance lists, minutes and other documents relating to the annual general meeting (including any adjournment
thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/
or guidelines (collectively, the “Purposes”),
(ii) warrants that where the member discloses the personal data of the member’s proxy/proxies and/or representative/
representatives to the Company (or its agents), the member has obtained the prior consent of such proxy/proxies and/
or representative/representatives for the collection, use and disclosure by the Company (or its agents) of the personal
data of such proxy/proxies and/or representative/representatives for the Purposes, and
(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and
damages as a result of the member’s breach of warranty.
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
1. Details of persons who are standing for election as Directors
Please refer to Explanatory Note 6 of the Notice of 44th AGM for information relating to general mandate for issue of
securities.
CORPORATE PROFILE
TSH Resources Berhad (“TSH” or the “Company”) was incorporated on 7 August 1979
and has its beginnings in the cocoa business. The business grew over the years and at
the time it was listed on the Kuala Lumpur Stock Exchange in 1994, the Company and its
subsidiaries (“TSH Group” or the “Group”) had already established itself as a major player
in the cocoa industry in Malaysia namely, the single largest exporter of cocoa beans and
products in the country. Not content to rest on its laurels, the Group ventured into the
oil palm industry in Sabah in the 1990s and subsequently in Kalimantan and Sumatera,
Indonesia in the 2000s.
Today, the Group is principally engaged in oil palm cultivation and processing of Fresh Fruit Bunches (“FFB”) into Crude Palm
Oil (“CPO”) and Palm Kernel (“PK”). This business activity accounted for approximately 94% of the Group’s total revenue for
FY2023.
As at 31 December 2023, the Group has planted over 39,000 hectares (“Ha”) of oil palms in Malaysia and Indonesia. In addition,
the Group currently operates five (5) palm oil mills, one (1) in Sabah, and two (2) each in Kalimantan and Sumatera, Indonesia.
In 2007, the Group ventured further downstream into palm oil refinery and palm kernel crushing plants in Sabah through a 50:50
joint venture with a member of Wilmar International Group.
Corporate Profile
The Group is also proud to contribute toward greening In 1997, the Group was awarded with a 100-year
the energy mix of Malaysia which has been heavily concession to carry out forest rehabilitation,
dependent on fossil fuel. Leveraging on various by- environmental conservation and industrial tree planting
products along the palm oil value chain, the Group on 123,385 Ha of forestry land in Ulu Tungud, Sabah, also
has diversified into the renewable energy business. Its known as Forest Management Unit 4 (“FMU 4”).
integrated complex in Kunak, Sabah is complete with
TSH is the Licensee for Ulu Tungud F.R. under SFMLA
biomass and biogas power plants. The 14MW biomass
7/97 since the agreement was signed on 10 September
cogeneration plant is the first biomass power plant in the
1997. The whole licensed area of 123,385 Ha, is
country that is connected to the grid and has a renewable
designated by law as a Commercial Forest Reserve (Class
energy power purchase agreement with Sabah Electricity II). The licensed area consisted of forests which had been
Sdn. Bhd. to supply up to 10MW of green electricity. previously logged by third parties before 1997.
Similarly, the 3 MW biogas power plant is another initiative
of the Group to tap sustainable energy from wastewater In 2016, about 28,375 Ha of the licensed area, largely
generated palm oil mill effluent to generate electricity. covering the Meliau Range and Mt Monkobo, were
The process by which methane gas is captured for excised for conservation and reclassified as a Class I
electricity generation results in a reduction in the emission Protection Forest. This excision was done by mutual
of greenhouse gases and a more environmentally friendly agreement between TSH and the Sabah Government
palm oil mill effluent discharge. through a supplementary agreement, thus reducing the
Sustainable Forest Management License Agreement
(“SFMLA”) 7/97 area to its current area of 95,010 Ha.
FINANCIAL HIGHLIGHTs
Revenue 838,894 926,003 1,188,919 1,305,999 1,066,516
Core profit before taxation 69,062 128,577 266,891 257,178 182,340
Profit before taxation 74,006 130,242 254,084 557,297 197,837
Profit after taxation 45,625 90,324 202,013 524,993 125,825
Net profit attributable to owners of the Company 44,280 79,487 169,415 456,407 95,112
Total assets 3,265,134 3,171,777 3,308,036 2,959,278 2,845,022
Total borrowings 1,431,797 1,309,195 1,109,325 559,111 302,120
Shareholders’ equity 1,438,982 1,453,432 1,641,330 1,900,839 2,046,973
Total equity 1,574,720 1,597,783 1,813,588 2,132,058 2,305,281
FINANCIAL INDICATORS
Basic earnings per share (sen) 3.21 5.76 12.27 33.07 6.89
Diluted earnings per share (sen) 3.21 5.76 12.27 33.07 6.89
Net asset per share 1.04 1.05 1.19 1.38 1.48
Return on shareholders’ equity (%) (1)
3.08 5.47 10.32 24.01 4.65
Return on total assets (%)(2) 1.36 2.51 5.12 15.42 3.34
Net debt to equity (%) (3)
82.93 71.00 44.78 8.31 2.02
Share price as at financial year end 1.54 1.15 1.08 1.07 0.98
(1)
Based on net profit attributable to owners of the Company expressed as a percentage of shareholders’ equity.
(2)
Based on net profit attributable to owners of the Company expressed as a percentage of total assets.
(3)
Based on net debt i.e. total loans and borrowings less short term funds and cash and cash equivalents expressed as a percentage
of total equity.
1,066,516 2,845,022
926,003
838,894
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
182,340 2,046,973
266,891 2,046,973
257,178
1,900,839
1,641,330
1,438,982 1,453,432
182,340
128,577
69,062
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
OVERVIEW
Persistent supply chain disruptions continue to plague OIL PALM INDUSTRY LANDSCAPE
industries globally while geopolitical tensions continue to
shape trade dynamics. The impact of climate change and CPO prices mostly traded between RM3,300/MT to
changes to weather patterns also present serious threats to RM4,300/MT in FY2023. From February to April 2023,
businesses from damage to crops and assets to supply chain the Indonesian government restricted palm oil exports
disruptions. to ensure stable domestic supply and prices for its local
cooking oil in anticipation for the Ramadhan period.
These headwinds pose real challenges to businesses around Coupled with the seasonally low FFB production, CPO price
the globe. It is imperative for corporates to be nimble and peaked at RM4,325/MT in early March 2023. However, in
resilient to navigate through today’s uncertain and volatile the absence of festive-driven demand following the Aidil
market environment. For this reason, the Group continued Fitri season coupled with the narrowing discount of CPO
to take steps to strengthen its balance sheet and address price vis a vis other competing vegetable oils, CPO price
potential liquidity risks to place itself on better financial tapered to an average of RM3,525/MT in June 2023. CPO
footing and enhance its financial agility. price breached the RM4,000/MT mark again in July 2023
when Russia withdrew from the Black Sea Grain Corridor
Improvement to Balance Sheet Metrics Initiative exacerbating concern over sunflower oil supply
thereby pushing up global edible oil prices. Prices eased
1.50 2.50
subsequently to settle at the RM3,700/MT range by the end
2.05 of 2023.
1.20 1.90 2.00
8,000 7,000
7,000 6,500
6,000 6,000
5,000 5,500
4,000 5,000
3,000 4,500
2,000 4,000
1,000 3,500
0 3,000
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2022 2023
Malaysian Palm Oil Stock compiled by the Malaysian Indonesian Palm Oil Stock compiled by the Indonesian
Palm Oil Board (“MPOB”) Palm Oil Association (“GAPKI”)
Monthly CPO Price compiled by MPOB
CORPORATE DEVELOPMENTS
On 9 December 2021, PT Bulungan Citra Agro Persada (“BCAP”), a 90% owned subsidiary of the Company had entered into
a heads of agreement with PT Kawasan Industri Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia
(“KIPI”) for the disposal of 7 pieces of certificated land measuring approximately 13,214.90 hectares located in Kalimantan,
together with certain plots of uncertified land adjoining thereto.
On 4 April 2022, BCAP, KIKI and KIPI entered into a conditional sale, purchase and compensation of land agreement (“CSPA”)
for the disposal by BCAP of 13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining
thereto for a total cash consideration of Rp2,428.86 billion (equivalent to approximately RM731.09 million).
On 8 August 2022, the disposal of 7,817.36 hectares of certificated land was completed.
On 18 January 2023, the disposal of 574.56 hectares of the uncertified land was completed.
On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date period of
the CSPA of 12 months from 4 July 2023 to 4 July 2024.
Financial Review
The table below provides an overview of financial highlights of the Group for the FY2023 in comparison with FY2022:
FY2023 FY2022
(RM’000) (RM’000)
Income Statement
Revenue PBT and PAT
The FY2023 revenue of RM1,066.5 million marked the The Group registered a PBT in FY2023 of RM197.8 million,
third consecutive year that the Group’s revenue surpassed 64.5% or RM359.5 million lower than PBT of RM557.3 million
RM1.0 billion. It was 18.3% lower than previous year’s for FY2022. Higher PBT for FY2022 was primarily due to a
revenue of RM1,306.0 million primarily due to lower revenue significant gain of RM395.3 million in the previous financial
contribution from the Palm Products segment. year arising from the disposals of 2 estates and a mill in
Sabah and 7,817.36 Ha of land in Indonesia, as referred to in
The Palm Products segment revenue decreased by 17.0% or Corporate Developments above.
RM203.9 million to RM998.1 million from RM1,202.0 million
in the previous year largely due to the Group’s lower average Despite the decrease in PBT, the Group’s taxation increased
CPO price of RM3,437/MT compared to RM4,100/MT in to RM72.0 million from RM32.3 million in FY2022. Lower
FY2022, coupled with lower FFB production of 905,437MT taxation in FY2022 was mainly due to reversal of temporary
in FY2023 compared with 923,990MT in FY2022. differences following the above mentioned disposals of
assets in Sabah. For FY2023, the taxation charge is higher
Revenue from the Others segment decreased by 34.2% or than the statutory rate mainly due to non-deductibility
RM35.6 million to RM68.4 million from RM104.0 million in of certain expenses for taxation purpose coupled with
the previous year mainly due to lower contribution from the withholding taxes paid on dividend received from the
Wood division following lower export sales. Group’s foreign subsidiaries and non-recognition of deferred
tax asset for certain subsidiaries.
Core profit before taxation
The decrease in PBT and higher taxation has resulted in
The Group’s core profit before taxation declined by 29.1% lower PAT in FY2023 of RM125.8 million, 76.0% or RM399.2
or RM74.9 million to RM182.3 million from RM257.2 million million lower than the PAT of RM525.0 million for FY2022.
in FY2022 in line with lower revenue from the Palm Products
and Others segment, lower share of profit from an associate
and reduction in contribution from jointly controlled entities.
Shareholders’ equity
Borrowings
Gearing
Cash flows
The table below provides an overview of the cash flows of the Group in FY2023 compared with FY2022:
FY2023 FY2022
(RM’000) (RM’000)
The Group’s cash and cash equivalents as at year end Palm Products segment
amounted to RM251.0 million compared with the previous
financial year end balance of RM376.2 million, due to the The Group is predominantly an upstream player in the oil
effects of the following: palm industry. As at 31 December 2023, the Group has
plantations in Sabah, East Malaysia; and Kalimantan and
• The increase in net cash flows from operating activities Sumatera, Indonesia with a total planted area of 39,068 Ha
to RM226.7 million from RM207.7 million in FY2022. and operates five (5) palm oil mills, one (1) in Sabah and two
This was due to favourable movement in working (2) each in Kalimantan and Sumatera.
capital primarily attributed to the decrease in closing
inventories held by the Group.
Total Planted Hectarage
251.6
2022 2023
Revenue Segment Profit
FFB production had decreased to 905,437 MT from 923,990 Notwithstanding the decrease in the overall revenue, the
MT largely due to the mid-year dry weather experienced Others segment registered a lower loss in FY2023 of RM11.8
in Indonesia, disposal of estates in 2022 and the cyclical million compared with RM77.5 million in FY2022. This was
decline of crop in 2023. Similarly, there has been a marginal due to the fair value gain on forest planting expenditure of
decline in average FFB yield from 24.5 MT/Ha in FY2022 to RM0.3 million in FY2023 versus fair value loss of RM37.2
24.1 MT/Ha in current year. million registered in FY2022 as well as the impairment losses
of assets due to the cessation of a hiring business, and an
impairment loss on the building of a subsidiary in FY2022.
The first quarter of 2024 saw CPO price uptrending from an average of RM3,784/MT in January to RM4,216/MT in March
mainly due to the seasonally low FFB production and the relatively low palm oil stocks. However, it may start to weaken as
palm production is expected to pick up in the second quarter before peaking in the third quarter. Nonetheless, CPO price
is likely to still remain relatively firm supported by a stagnating global palm oil production and higher biodiesel demand in
Indonesia.
Restrained hectarage expansion in oil palm planting over the last few years due to stricter regulations has limited supply
growth. On the other hand, Indonesia’s push for biodiesel has continued to drive demand for palm oil. In August 2023,
Indonesia implemented the B35 biodiesel blending mandate program, up from the previous B30 mandate, which will further
increase the uptake of palm oil.
The Group acknowledges that there are uncertainties and potential risks ahead arising from the escalation of geopolitical
tensions, lower global growth expectations, and climate change impact. Accordingly, the Group will be vigilant in pursuing
business opportunities and growth and also continue to adopt a prudent stance on cash management and capital spending.
Barring any unforeseen circumstances, the Group is cautiously optimistic of achieving a satisfactory performance for 2024.
SUSTAINABILITY REPORT
This SR2023 aims to provide comprehensive information on our sustainability practices, demonstrating our continued
dedication to responsible business operations and fostering trust among stakeholders. Through the Group’s ESG strategies,
we aim to create both financial and non-financial values for our key stakeholders while supporting environmental stewardship
and socio-economic development.
Ultimately, this report showcases TSH’s firm commitment to strengthening the Group’s sustainability ambitions.
REPORTING FRAMEWORKS
In preparing our disclosures, we have prioritised compliance with Bursa Malaysia’s Sustainability Reporting Guide (3rd Edition)
and concomitantly aligned them with certain elements of Global Reporting Initiative (“GRI”) Standards, the FTSE4Good
and the pertinent United Nation Sustainable Development Goals (“UNSDGs”). Aside from the recognised frameworks, TSH
has also taken into considerations the SASB Sector-Specific Disclosures (“SASB”) and the Malaysian Code on Corporate
Governance (“MCCG”) 2021 in preparing the SR2023.
All data and disclosures presented within are for the period of FY2023 between 1 January and 31 December 2023. Where
available, the Group has also disclosed data over three years (“FY2021 – FY2023”). This allows for the presentation of trend
lines that indicate general performance trends for key ESG topics.
This SR2023 presents a summary of the key sustainability initiatives undertaken by TSH. The disclosures encompass the Group’s
business operations in Malaysia, Indonesia and Singapore as illustrated below:
The SR2023 shall generally exclude all outsourced activities and/or joint venture operations unless such information adds
value to the disclosures.
SUSTAINABILITY REPORT
DATA ASSURANCE
The contents of this report have been reviewed by the Group’s Sustainability Steering Committee (“SSC”) consisting of Senior
Management representatives and approved by the Board of Directors (“Board”).
In strengthening the credibility of the Sustainability Statement, selected aspects/parts of this Sustainability Statement have
undergone an internal review conducted by the Group’s Internal Audit Department and subsequently approved by the Audit
Committee (“AC”).
The subject matters and scope, which include the operating activities in the respective countries, covered by the internal
review are provided below:
For full details on the scope of assurance, please refer to the Group’s Statement of Assurance on page 80.
Data and information provided This report might include To improve our sustainability
within the SR2023 are based on forward-looking statements approaches, TSH welcomes
the Group’s ability to collect and regarding TSH’s plans and constructive feedback from our
present meaningful data. objectives related to our valued stakeholders. Please
operations and businesses. direct any queries, feedback, or
While all efforts have been These statements involve specific suggestions to:
made to provide the most assumptions, and actual results
relevant and up-to-date data, may vary, depending on the risks Environmental, Social, and
we acknowledge that there may and uncertainties that may arise Governance (ESG) Department
be gaps in certain indicators. As in the future. The Group is not
such, TSH remains dedicated obligated to update or modify +603-2084 0888
to continuously refining our any forward-looking statements.
data collection mechanisms to esg@tsh.com.my
provide accurate information.
SUSTAINABILITY REPORT
CHAIRMAN’S MESSAGE
FY2023 has seen some exciting developments and progress for the Group on the sustainability front.
We have begun shifting our economic value-creation to include more non-financial value-creation as
the Group includes sustainability as a vital element of our operations alongside financial reporting.
We are also setting the building blocks to deliver measurable social and environmental progress
within the Group as well as with our key business partners.
There will be no let up on our efforts to conserve and protect the environment, create a conducive work environment for our
employees and deliver long-term value for our stakeholders. Concurrently, we will undertake conscious efforts to enhance the
socio-economic conditions of the surrounding communities and our supply chain. Our commitments within this policy are in tandem
with local and international laws while integrating international best practices from relevant recognised frameworks and standards.
Through our ESG Governance structure, we will continue to shape our work and community environment through various
programmes and initiatives to make sustainability as the predominant culture. Over the next few years, we aspire to further
operationalise our ESG adoption and deliver the desired results across the Group’s environmental stewardship, social obligation,
and responsible governance priorities.
Undoubtedly, climate change and environmental concerns have become more prominent in policy-setting globally, driven by the
ever increasing disasters caused by carbon pollution. The Group’s foray into the renewable energy business started in the early
2000s with the setting up of a Bio-Integration Complex in Sabah, turning wastes from the palm oil value chain to renewable energy
is testament of our seriousness to deliver action that will reduce carbon footprint. Over the past years, TSH has continued to
undertake various transformation initiatives, big and small, towards emission reduction. We believe that every bit of effort counts
towards a more sustainable environment. These included the use of energy efficient lighting and turning off lights when they are
not needed. In FY2022, we also commissioned a rooftop solar panel installation at Ekowood’s factory in Perak. As a result, solar
energy now constitutes approximately half of its total energy consumption. We will continue to explore more renewable energy
projects including potential Biogas plant installation projects at our palm oil mills in Indonesia. In FY2023, TSH also began initiating
comprehensive energy monitoring measures across all our business segments. This is aimed at improving our data collection
approach to facilitate addressing any area for improvement. Additionally, TSH expanded the scope of our Greenhouse Gas (“GHG”)
accounting and inventory by incorporating employee commuting and business travel into our Scope 3 emissions.
Apart from climate change and environmental concerns, TSH has continued to focus on compliance with elements of material
matters such as labour practices, health and safety, industry certifications and anti-corruption, as well as other ESG-related
concerns. We are committed to actively protecting labour rights and eradicating human rights violations, as well as conducting our
business practices ethically and responsibly so as to create a safe, healthy, and motivated workforce that contributes to strong and
sustainable future for the Group. This SR2023 showcases in greater detail our continuous endeavours in ESG including the progress
and accomplishment achieved in FY2023.
Acknowledgements
cknowledgements
Overall, TSH had an exciting FY2023, marked with remarkable progress and achievements. These are mainly attributed to our
valued stakeholders, each of whom has made valuable contributions to our ESG initiatives and collectively helped shape us to be
more resilient and sustainable.
I would like to extend the Board’s gratitude to the entire workforce of TSH for your commitment to ensuring we remain relevant
within the palm oil industry as well as your trust in the Management. To my fellow Board members and management teams, thank
you for the continuous support and guidance throughout FY2023. This support has been instrumental to the Group’s continuous
evolution as we strive to fulfil our sustainability agenda.
SUSTAINABILITY REPORT
INTRODUCTION
ABOUT TSH
TSH is a well-established organisation within the palm oil industry. The Group owns and operates a combined planted oil
palm area of approximately 39,000 Ha and a total of five mills in Malaysia and Indonesia. While the Group is involved in
diverse business operations, the cultivation of oil palm and processing of fresh fruit bunches (“FFB”) into crude palm oil
(“CPO”) and palm kernels (“PK”) is our primary business segment. The other business segments of TSH are:
SUSTAINABLE ENGINEERED
BIO-INTEGRATION FORESTRY HARDWOOD FLOORING
TSH has pioneered the TSH manages 95,010 Ha of TSH engages in the manufacturing,
development of a fully forest land in Ulu Tungud in promotion, and marketing of
integrated biomass and biogas Sandakan, Sabah. Out of this, engineered hardwood flooring
power plant in Kunak, Sabah. 3,387 Ha have been set aside under our wholly-owned
The Group has entered Power for conservation while the subsidiary, Ekowood International
Purchase Agreements (“PPAs”) Group manages the rest through Berhad (“EIB”). With a well-
with Sabah Electricity Sdn Bhd silvicultural treatment and natural established export market in
(“SESB”) by utilising by-products forest management. the United States, Europe,
from the palm oil value chain and and Australia, EIB provides
wastewater from our mills. sustainable building products
that are certified by the Forest
Stewardship Council (“FSC”).
MEMBERSHIPS IN ASSOCIATION
Throughout all our various business ventures, TSH maintains membership in the following associations and professional bodies:
MALAYSIAN INCORPORATED
TIMBER INDUSTRY BOARD SOCIETY OF PLANTERS
(“MTIB”) (“ISP”)
Sustainability Report
SUSTAINABILITY HIGHLIGHTS
SUSTAINABILITY REPORT
TSH has expressed its support of the UNSDGs and identified eight relevant goals that can contribute meaningfully through
the business activities of the Group. These eight goals are aligned with our strategic sustainability pillars, material matters,
and goals.
Details of Adoption
The health and well-being of TSH’s employees continues to be a priority in FY2023 through the initiatives summarised below:
• Employee engagement activities such as Sports Day, bowling competitions, hiking, etc.
• First aid, fire fighting, safe chemical handling, and emergency response procedure training programmes
• Annual medical/health checks for plantation workers handling chemical/operating premix stations
• Trained medical professionals staffing estate and mill clinics for immediate occupational safety and health (“OSH”) response
• Essential healthcare coverage and benefits
TSH strives to ensure optimal use of water consumed and aims to increase the use of recycled water, such as through
rainwater harvesting.
Operations along riparian reserves apply strict control and management of water to prevent wastage.
TSH operates a Bio-Integration Complex in Kunak, Sabah that converts plantation by-products, such as empty fruit
bunches (“EFB”) and methane from palm oil mill effluent (“POME”) treatment, into renewable electricity.
Our subsidiary, EIB, has installed solar panels in FY2022 with a combined capacity of 1.5 MWp to support our energy
consumption.
Sustainability Report
Details of Adoption
As a commercial entity, TSH has consistently delivered financial and non-financial values for our stakeholders
through healthy earnings, dividends, and more. The Group has also contributed to indirect economic value-creation
through statutory payments to the government, salaries and benefits to our employees, payment of interest to financiers,
and the development of local supply chains.
TSH also continues our non-discrimination approach towards the workplace and maintains policies, such as the No
Child Labour Policy, Human Rights and Responsible Business Policy, Equal Opportunity and Discrimination Policy, Sexual
Harassment Policy, and Reproductive Rights Policy.
TSH places the utmost importance on ensuring our products are sustainable and strives to mitigate environmental
and societal harm. This message is driven across the entire organisation and supply chain. TSH also ensures product
traceability down to the plantation level for better scrutiny of our products.
By-products from the Group’s estates and mills are used to generate Renewable Energy (“RE”) through our bio-
integration complex. At the same time, POME from our mills is treated thoroughly using anaerobic ponds to prevent
any form of pollution to the surrounding environment.
The Group has placed environmental stewardship as a top ESG priority. Some of the initiatives achieved during FY2023
include:
• Monitoring and disclosing Scope 3 emissions on employee commuting and business travel
• Generation of RE using biomass and biogas to reduce fossil fuel dependency
• Maintaining zero burning, no deforestation, peatland protection, and biodiversity preservation
• A total of 35,017 Ha of the Group’s managed forests had been silviculturally treated as our contribution towards
sustainable forest preservation
• Annual High Conversation Value (“HCV”) and High Carbon Stock (“HCS”) management and monitoring
TSH has in place robust policies and governance such as our Code of Ethics, Anti-Bribery and Corruption (“ABC”) Policy,
Whisle-Blowing Policy, and Transparency Policy.
The Group has also established an Integrity Unit (“IU”) that monitors and assesses corruption risks within TSH with
targeted training provided to all our employees on anti-corruption measures.
SUSTAINABILITY REPORT
SUSTAINABILITY APPROACH
At TSH, our commitment is to be a progressive plantation company that emphasises sustainable production, social
accountability, and sound environmental management throughout all levels of our operations.
We endeavour to use the principles of sustainability to guide all decision-making and development processes. Meanwhile,
the Group makes the utmost effort to improve the implementation of sustainable practices within the organisation and
uphold due diligence as an integral part of our supply chain management.
VISION MISSION
SUSTAINABILITY POLICY
To achieve our purpose of multiplying value for businesses, economies, society, and the planet, we need to ensure we have
a robust business model and that our strategy is both responsive and progressive. This requires an integrated approach to
value-creation that takes into account the risks and opportunities presented by our operating environment matching the
needs of our stakeholders, as well as aligning to our aspirations.
Our Group-wide Sustainability Policy (“GSP”) highlights TSH’s recognition of its duty to operate responsibly while simultaneously
striving to create shared value, preserve the environment, contribute to society, and achieve its business objectives across all our
business sectors. The Group will comply with all applicable laws in all of its operations and minimise risks and impacts through
the development of robust systems, processes, and resources in ensuring that its commitments are fulfilled and realised.
The key ESG Commitments and priorities of TSH outlined in the GSP are detailed below:
Sustainability Report
ADVOCATING SUSTAINABILITY
Advocating for robust sustainability integration throughout TSH is important to ensure a culture that values sustainability
alongside financial value-creation. This will allow for a more comprehensive adoption of the Group’s existing policies while
helping manage potential ESG-related risks.
Throughout FY2023, TSH held a series of advocacy sessions and initiatives with internal stakeholders from our various business
units. The goal of these sessions was to raise awareness among the workforce on sustainability and enhance their ESG knowledge.
In addition, we also conducted a Group-wide Climate Change Programme themed “Act Now, Save Tomorrow: Fight Climate
Change Today!” during the year, comprising webinar series and roadshows on a variety of climate-related topics. One of the
highlights of our programme was on Green Community Award which recognised the most outstanding company accommodation
in terms of green criteria.
3 Days Webinar Series: Knowledge Sharing Webinar & Forum “Climate Change and Us”
Day 1
Climate Change and Us: Understanding Climate Risks in the Palm Oil Industry
Day 2
Climate Change and Us: Why Sustainable Palm Oil?
Day 3
Climate Change and Us: You Can be the Change!
SUSTAINABILITY REPORT
Start
PEFC Certification
for Ekowood
2016 2014
2019
MSPO certifications
for all mills and
estates in Sabah
Sep 2020 2021
Oct 2022
Establishment
of Corporate ESG
Department
2022 Nov 2022
Installation of Formation of
Solar Panel in Ekowood ESG Governance
Structure
Mar 2023
Establishment
of First Group-wide
Materiality Matrix and
Sustainability KPI Apr 2023 Jul 2023
Establishment
We Are Here of ESG Reporting
Framework
Nov 2023
Roll Out of
Climate Change
Programme
SUSTAINABILITY REPORT
TSH is deeply engaged in various initiatives to ensure we remain at the forefront of sustainable practices and contribute
significantly to a more sustainable future. We are delighted to have received the following recognitions in 2023 for our
plantation and engineered hardwood flooring businesses:
Award for PT Laras Internusa for its commitment to “No Child Labour” within the Indonesian Ministry of
oil palm plantation sector Labour
Award for PT Andalas Wahana Berjaya for its commitment to “No Child Labour”
within the oil palm plantation sector
Award for PT Bulungan Citra Agro Persada for its commitment to “No Child Labour”
within the oil palm plantation sector
Zero Accident Award was awarded to PT Laras Internusa on Performance in Bupati Pasaman Barat
Implementing Safety and Health Programmes to achieve 153,638,848 man-hours
without work-related accidents from 1 January 2020 to 31 December 2022
Award for PT Sarana Prima Multi Niaga in recognition of timely submission of foreign Bupati Kotawaringan
investment activity reporting Timur
Award for Ekowood International Berhad for Timber Industry Award (Floorboards) Malaysian Timber
Industry Board
ASSESSING MATERIALITY
GRI 3-1, GRI 3-2, GRI 3-3
Materiality is a fundamental component of TSH’s value-creation journey that allows us to identify ESG topics with the
most significance to the Group’s business and stakeholders. This concept of materiality guides the strategic planning of
our sustainability initiatives, allowing us to report on relevant economic, environmental, social, and governance risks and
opportunities.
By identifying and reviewing our material topics periodically, the Group ensures that we are responding appropriately to the
concerns of our stakeholders, as well as relevant legislative requirements. This allows us to maximise our ability to adapt to
rapidly evolving market conditions.
The outcome of the materiality review process guides the disclosures and contents within this SR2023. Linking our disclosures
to key material ESG topics allows us to report under the appropriate GRI standards more relevant to our operating model
and strategies.
The Group had conducted an in-depth materiality assessment in FY2022 to identify key material topics relevant to TSH.
The FY2022 matrix adopted these processes to determine material matters:
Understanding Identifying the Actual and Prioritisation of Topics Based Confirmation of Final
the Organisational Context Potential Impact/Opportunities on Impact Rating Material Topics
of Topics
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In FY2023, we reviewed the Group’s materiality matrix again and concluded that the key material topics identified in FY2022
still hold significant relevance to our operations; therefore, they were maintained for FY2023. The Group aims to review and
update our materiality matrix in future reporting.
2
IMP O RTAN CE TO STA KEH OL DERS
8
4
9 7
13 6
12 5
14
10
11
Medium Critical
IM P O RTAN CE TO TSH
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TSH is committed to continue integrating sustainable practices into our business operations. In achieving our ESG &
Sustainability-related Key Performance Indicators (“KPIs”), we were guided by the materiality topics identified as well as the
strategic directions and vision of the Board and Management.
The Group has adopted the following targets which paved the way for TSH to make a concerted effort towards driving
effective ESG adoption within the Group:
Environment
Climate Change Begin monitoring and reporting Scope 3 emissions Successfully rolled out monitoring and reporting
and Emissions (in-house employee commuting and business travel) by of Scope 3 emissions, particularly in-house
FY2023 employee commuting and business travel data
Biodiversity Maintain existing areas of HCV located within estates by Conducted regular monitoring of HCV as
conducting monitoring and annual wildlife population required
assessments
Conduct soil conservation treatment by growing beneficial Soil conservation treatment was conducted
plants and monitoring HCV areas regularly and beneficial plants were grown.
Integrated Pest Management (“IPM”) was
employed to reduce reliance on chemical
spraying
Water Monitor water consumption and ensure consumption is The average process water consumption for mills
less than 1.5 m3/MT FFB for mills was 0.95 m3/MT FFB
Ekowood – monitor water consumption according to the Process water consumption for Ekowood was
production output for 25,000 m2 and ensure consumption 0.23 m3/m2
is less than 0.30 m3/m2
Waste and Continue tracking scheduled and non-scheduled waste Scheduled and non-scheduled waste data were
Effluents data for each business segment tracked accordingly for all business segment
Conduct monthly lab testing of water quality to ensure BOD and COD are within permissible levels
biological oxygen demand (“BOD”) and chemical oxygen
demand (“COD”) are within permissible limits
Sustainability Report
Social
Labour Ensure the Grievance Mechanism is communicated to the The Grievance Mechanism was communicated
Practices and entire workforce through training/induction programmes accordingly
Standards or refreshers
Commence engagement survey for Management staff An engagement survey was conducted for the
Management staff
Maintain zero breaches of labour laws and standards on: Zero breaches of any labour law and standards
• No child labour • Housing standards recorded
• Minimum wage • Water quality supply
Health and Maintain zero work-related fatalities One fatality case recorded
Safety
Reduction of health and safety incidents annually based on Refer to page 62 for the details of Loss Time
the Lost Time Injury Frequency Rate (“LTIFR”) Injury (“LTI”)
Conduct Hazard Identification Risk Assessment and Risk HIRARC assessment was reviewed accordingly
Control (“HIRARC”) assessment review at least once every
two years
Conduct at least one training session on emergency Fire fighting trainings conducted
scenarios
Conduct Health, Safety, and Environment (“HSE”) audits HSE audit was conducted annually
annually
Human Rights Maintain allocation of RM1 million for CSR spending A total of RM2.6 million was spent on CSR
and Community
Sustainability Report
Governance
Supply Chain Source materials from local suppliers (based on each All business segments achieved their target of
Management business segment’s definition of “local”): local suppliers, where Group spending on local
suppliers was 95%
• Indonesia Operations – 95%
• Sabah Operations – 100%
• Ekowood – 20%
Establish a supply chain evaluation process for main ESG Supplier Questionnaire was established and
suppliers to assess their compliance with the Group’s shared across registered suppliers and vendors
environmental and social policies
Anti-Corruption, Provide anti-corruption and anti-bribery training for the 100% of all relevant workforce have received
Corporate entire workforce anti-corruption and anti-bribery training
Governance,
and Compliance Include corruption risk in the Group’s annual risk Corruption risk was included in the Group’s
assessment annual risk assessment
All Board members attend at least one training/refresher All Board members attended an update session
session on ESG-related issues annually on ESG-related matters
Industry Achieve RSPO certification for all the Group’s mills and RSPO approved TSH’s Timebound Plan (“TBP”)
Certifications estates in August FY2023
Maintain FSC, Programme for the Endorsement of Forest All certifications were maintained
Certification (“PEFC”), and ISO 9001 certifications for
Ekowood
Data Privacy Zero number of substantiated complaints concerning Zero number of substantiated complaints
and Security breaches of customer privacy and losses of customer data concerning breaches of customer privacy and
losses of customer data recorded
Conduct at least one risk assessment on TSH’s Information IT risk assessment was conducted accordingly
Technology (“IT”) infrastructure annually
SUSTAINABILITY REPORT
STAKEHOLDER ENGAGEMENT
TSH recognises the importance of actively involving our stakeholders and proactively handling these relationships. We
understand that maintaining open and effective communication with stakeholders is essential for preserving our reputation
as a reliable and responsible corporate entity. By carefully considering the valuable feedback provided by our stakeholders,
we remain responsive to their evolving interests and concerns, incorporating these perspectives into the formulation of our
long-term sustainability strategy.
The table below further elaborates on the Group’s value-creation efforts for each of our stakeholders by addressing their needs
and concerns while also highlighting the crucial advantages and opportunities these relationships can have on our business.
Customers
Employees
Work-life balance
Adequate infrastructure
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HSE requirements
Investors
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SUSTAINABILITY REPORT
The Board of TSH further supervises all matters related the Group are well-represented on these committees to
to sustainability within the Group through the SSC, with ensure the effective implementation of our sustainability
distinctive Terms of Reference (“TOR”) established for the agenda across the operations.
committee to ensure clear accountability. The committee
meets regularly to oversee the Group’s sustainability Through consistent engagement with key stakeholders,
objectives and key performance indicators. pertinent issues are escalated for further deliberation and
remediation before the SSC. The feedback arising from our
To ensure successful implementation of sustainability stakeholder engagements is used to prioritise focus areas
initiatives at the operational level, TSH has established the and identify appropriate solutions, where relevant. This
Sustainability Working Group (“SWG”). They are entrusted helps us to better understand societal concerns and navigate
to effectively address ESG and sustainability-related issues our business through an ever-evolving environment.
and the priorities of each of our operations, as well as
ensure sustainable practices are fully embedded in each
business segment. The different business segments within
SUSTAINABILITY REPORT
BOARD OF DIRECTORS
SUSTAINABILITY Group
STEERING COMMITTEE Managing Director
05
sustainability matters and sustainability- Secretary
SUSTAINABILITY Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal:
WORKING GROUP
03 04 11 12 11 12 01 09 08 01 01
02 10
Implements sustainability initiatives at the
06 13 13 Admin HQ 14
operational level 04 07 14 14
11 12
key sustainability issues for performance 13
benchmarking and sustainability
disclosures
Proposes relevant sustainability initiatives
to the Committee
Note: This SSC chart is updated as of November 2023.
Data Champion
Accountable for the relevant Material Material Sustainability Matters (MSM)
Sustainability Matters for Indonesia
Environment Social Governance
Operations & HQ.
05 Climate Change 01 Labour Practices and 02 Anti-Corruption,
and Emissions Standards Corporate Governance
Data Champion and Compaliance
Accountable for the relevant Material 06 Biodiversity 04 Health and Safety
03 Industry Certifications
Sutainability Matters for Sabah 11 Water 07 Human Rights and
Operations & Ekowood respectively. Community 10 Data Privacy and
12 Waste and Effluent Security
08 Supply Chain
13 Energy Management Management
Data Focal
14 Materials 09 Diversity
Shall coordinate and consolidate data
with respective Data Owners.
SUSTAINABILITY REPORT
The sustainability governance framework is reinforced by a strong collection of governance frameworks and policies that
oversee sustainability at TSH in the areas of finance, environment, sustainability, and governance.
Remuneration Whistle-Blowing
Board Charter ABC Policy
Policy and Procedures Policy
Nomination and
Remuneration Committee Group Sustainability Policy Transparency Policy
TOR
Responsible and ethical governance practices foster trust financial and legal risks that may arise from corrupt practices.
and credibility among stakeholders. It also ensures all of the Additionally, they contribute to a level playing field in the
Group’s operational practices are in line with local laws and industry, promoting healthy competition and innovation.
regulations, preventing costly fines and the risk of litigation.
At TSH, we prioritise our duties as a responsible corporate
Our Code of Conduct and Ethics is a baseline set of entity and adopt a holistic approach to uphold high ethical
requirements that defines how we treat employees, standards in our business practices. The ABC Policy was
customers, suppliers, shareholders, and communities around adopted by the Group in FY2020 to promote a culture
the world. It also empowers employees to recognise and of integrity, transparency, and compliance. The AC has
report integrity and compliance issues and to contribute oversight responsibilities for matters of ethics, integrity,
towards upholding a work environment where everyone is and anti-corruption. At the operational level, TSH’s IU, is
treated ethically and with respect. given the responsibility of managing bribery and corruption
cases, as well as providing an assessment of the related
We recognise that promoting ethical business practices risks involved. TSH’s Human Resources Department (“HRD”)
requires on-going communication and awareness-raising has also been entrusted with keeping records on gifts and
efforts. These efforts ensure our employees are equipped hospitality received and/or given by TSH employees.
with the knowledge and skills necessary to conduct business
ethically and responsibly. In line with TSH’s zero-tolerance position on bribery, the
Group provides a safe and confidential channel for all
ANTI-CORRUPTION employees and external parties to report any wrongdoing.
Sustainability Report
ABC training remains essential for TSH to foster better understanding and enforcement of the Group’s ABC policies and
practices. Board members are entrusted to lead from the top to develop the Group’s ability to govern whilst simultaneously
maintaining a high level of integrity. The Board has received important ABC training aligned with their leadership attributes
and experience.
Board members, Heads of Department (“HODs”), and senior-level decision makers have all been exposed to anti-corruption
training or refresher activities throughout FY2023 to enable them to continue performing their fiduciary and statutory duties.
TSH is determined to ensure all employees attend the Group’s annual ABC training or refresher course, which covers important
segments of anti-corruption topics as below:
Making a report
Employee Category
% Attendance
Board of Directors 100
Managerial Level Staff 100
Executive Level Staff 100
SUSTAINABILITY REPORT
INDUSTRY CERTIFICATIONS achieved our first MSPO and ISPO certifications both in
FY2019. Meanwhile for RSPO, we refreshed our certification
As stakeholder interests have diversified over the recent roadmap in FY2023, setting a target to be 100% certified
years, so have the different sustainability standards that by FY2025 for Indonesian plantation and mills. This was also
govern the oil palm industry. These standards have evolved reported to RSPO through a revised TBP approved in August
to fulfill these different priorities and expectations, allowing FY2023.
the industry to accommodate different perspectives.
Industry Certifications
At TSH, the main sustainability certifications we subscribe to
are based on the country we operate in. In Malaysia, this
is the MSPO certification while our Indonesian operations 44% All estates
adopt the ISPO certification. At the same time, the Group RSPO
has voluntarily adopted the RSPO certifications and is 60% All mills
aiming for the International Sustainability and Carbon
Certification (“ISCC”) in the near future. This is to cater to a 100% Malaysian estates
wider landscape of palm oil user requirements, including the MSPO
production of low-carbon palm oil for biofuel. 100% Malaysian mill
As an RSPO member since FY2014, the Group has been ISPO 36% Indonesian companies
working towards achieving sustainability certification for all
our mills and estates across Malaysia and Indonesia. We
For FY2023, the Group’s breakdown for palm oil products is as follows:
Notes:
1
Figures rounded up to the nearest thousand.
2
CPO annual production data is directly extracted from the system.
3
CSPO annual production is determined by multiplying the total FFB received from certified estates by the Oil Extraction Rate (“OER”).
4
PK annual production data is directly extracted from the system.
5
CSPK annual production is determined by multiplying the total FFB received from certified estates by the Kernel Extraction Rate (“KER”).
Protecting the privacy and security of our customers’ data is essential to TSH’s sustainability agenda and overall approach.
By prioritising data privacy and cyber security, we can build trust with our customers and protect our reputation as a responsible
and trustworthy company.
TSH adheres to the Personal Data Protection Act 2010 (“PDPA”) aimed at protecting the personal data and privacy of
individuals. We recognise the significance of safeguarding personal data, especially within the realm of commercial
transactions. Personal data is secured through a robust IT-based data protection system with access restricted only to selected
employees who require such information for business use.
In addition, our IT department continually enhances our cyber resilience capabilities through strategic initiatives such as
strengthening corporate firewalls, enhancing email security, and implementing file security measures.
FY2023 saw TSH continued to maintain its track record for zero number of substantiated complaints of customer privacy and
losses of customer data.
Sustainability Report
It is important to TSH that our service providers also uphold the Group’s commitment to conducting business with the utmost
integrity within their businesses. This will ensure the creation of a sustainable business relationship which is based on integrity,
honesty, accountability and compliance with applicable laws and regulations.
TSH’s supply chain includes several parties, namely our vendors, suppliers, contractors and agents, in which key safeguards
are in place to further reinforce TSH’s ABC policy.
TSH placed equal importance on an ethical supply chain involving compliance with No Deforestation, No Peat and No
Exploitation (“NDPE”) requirements given the direct impact on traceability. As such, we continue the proactive approach of
engaging suppliers to highlight TSH’s policies and guidelines as well as improve our traceability scores.
Excessive Freedom
Equal Opportunities Energy Use
Working Hours of Association
WHISTLE-BLOWING POLICY Although the concerns raised are strictly confidential, they
may be revealed on a need-to-know basis to facilitate the
Adopting a robust whistle-blowing mechanism promotes investigation process. Save as required by law, the identity
a culture of transparency and accountability. By protecting of the whistle-blower will not be disclosed without the prior
employees and stakeholders who speak up, the Group consent of the whistle-blower.
can detect and address issues early, preventing potential
financial and reputational threats down the line. Whilst the whistle-blower is not expected to prove the truth
of an allegation, they will need to demonstrate that there
TSH has established a Whistle-Blowing mechanism which is are sufficient grounds for concern. Insufficient details may
governed in accordance with the Group’s Whistle-Blowing impede the investigation and resolution of the concern
Policy. Any Group employee who reasonably and in good raised.
faith believes that some form of malpractice has occurred
in the workplace is empowered by our policy to report it Stakeholders may also raise concerns to the Senior
immediately to their line manager. However, if for any reason Independent Non-Executive Director of TSH by submitting
the employee is reluctant to do so, then reports can also be them in a sealed envelope marked “Private and Confidential”.
made to either the Group Managing Director (“GMD”), AC
Chairman, or Company Secretary.
SUSTAINABILITY REPORT
Details of the procedures set out in the Whistle-Blowing Policy Leveraging technology, the Group has actively begun
are made available on the Company’s website at https:// examining innovative options in automation and
www.tsh.com.my/investor-relations/corporate-governance/. digitalisation.
For FY2023, there were zero confirmed cases of corruption We have consistently endeavoured to mechanise, automate,
received through the whistle-blowing channel. and enhance the processes within our oil palm plantations
to boost production and operational efficiencies. We have
CHAMPIONING SUSTAINABLE implemented a mechanised grabber solution across our
ECONOMIC PROSPERITY estates to facilitate the efficient loading of FFB into the
GRI 204-1 evacuation transport system. This approach reduces reliance
on manual labour, reduces loading time, and consequently
A sustainable and robust business model is essential to leads to a quicker turnaround and enhanced operational
maintain long-term value-creation for our stakeholders. efficiency.
By improving the efficiencies of processes across our
operations, investing in sustainable technologies, and Additionally, we have integrated battery-powered
working on innovative ways to achieve our plantation yield, wheelbarrows to expedite the evacuation of FFB by
TSH pursues economic growth without compromising on mitigating the physical effort required. This allows operators
the environment and well-being of our people and the to transport larger quantities of FFB more effectively. The
surrounding communities. use of battery-powered wheelbarrows not only reduces
the manual exertion needed to push heavy loads but also
As a responsible corporate citizen, we endeavour to make a minimises the risk of strain-related injuries for our workers
positive contribution to the economy, creating value not only for
our investors but also for the communities and the environment. OPTIMISATION USING DRONE AND LIDAR TECHNOLOGY
For many years we have been looking at economic The integration of drones into agriculture signifies a pivotal
sustainability as one of the major drivers of business step towards a future marked by increased efficiency,
success. Our goal is to achieve profitability while ensuring productivity, and environmental awareness. In the
environmental issues and social needs are not compromised. context of TSH, the designated Geographic Information
We also aim to establish an optimal capital and debt Systems (“GIS”) teams on site strategically deploy drone
composition by improving our capital efficiency and technology, with central management from our main office
controlling our capital costs at the same time preserving the in Kuala Lumpur. Drones play a multifaceted role, primarily
right balance of enhancing growth and shareholder returns, in mapping planted and unplanted areas, providing detailed
while preserving a strong financial basis. imagery for precise updates to the stand per hectare
(“SPH”). This includes counting palms, identifying flooding
By improving our financial and business performance, the issues, highlighting vacant areas, and tracking new planting
organisation could provide shareholders’ returns, make tax or replanting activities.
payments which support socio-economic factors including
job creation and infrastructure development and also make Additionally, drones contribute to the proactive evaluation
donations and contributions to the community. of critical plantation infrastructure, such as roads, bridges,
and drains, through aerial mapping. This approach ensures
For more detailed information on our economic performance the longevity and functionality of infrastructure, preventing
and development for FY2023, kindly refer to the Management disruptions and enabling timely maintenance interventions.
Discussion and Analysis (“MD&A”) sections of our AR2023.
Sustainability Report
In alignment with our HCV approach, drones monitor these areas, preventing encroachment and ensuring compliance
with conservation guidelines. High-resolution aerial imagery aids in the accurate identification and mapping of HCV zones,
facilitating targeted conservation efforts.
The drones are equipped with Light Detection and Ranging (“LiDAR”) technologies to enhance topographical understanding.
LiDAR assists in inspecting bund levels, ensuring embankment integrity, and optimising land use based on precise elevation,
slopes, and contours.
MILL OPERATIONS
Another piece of technology which we have employed is enhancing the extraction rate of CPO through the use of high-
speed separator machines. The principles behind this process align with common practices among the other industries for
separating phases based on density differences.
This technology further refines the separation of oil, focusing on reducing the heavy-phase sludge content, and ultimately
achieving minimal losses for heavy-phase sludge.
By leveraging the principles of centrifugal separation, this process efficiently extracts oil from sludge, with each stage
contributing to the enhanced purity of the separated components. Moreover, utmost priority is given to compliance with
environmental and safety standards in the design and operation of such systems.
Sustainability Report
DIRECT AND INDIRECT ECONOMIC IMPACTS sustainable returns to our shareholders. On top of aligning
with the profitable agenda, the Group’s strategy and
As the ESG framework becomes embedded into corporate planning are also meeting the principles of being pro-social.
development strategies and operational management The real payoffs for focusing on ESG issues have certainly
processes, the relationship between ESG and financial extended towards job creation, supporting local businesses,
performance has been further scrutinised. For many and driving local community development.
organisations wishing to remain competitive, ESG measures
such as reducing waste, strengthening relationships with The value realisation from the Group’s internal strategies
external stakeholders, and improving risk management and provides direct impetus towards external value-creation
compliance are now table stakes. where stakeholders along our value chains become the main
beneficiaries. Together, they demonstrate TSH’s commitment
TSH is providing real economic value-creation from its to not only our prosperity but also the well-being of our
operations by way of business growth and providing stakeholders.
A complete breakdown of financial figures for FY2023 can be found in the AR2023 under the MD&A and Financial Performance
section.
ECONOMIC VALUE VS ENVIRONMENTAL FOOTPRINT TSH’s operational efficiency has been evaluated against
our environmental impact, specifically concerning carbon
Measuring economic performance against our environmental emissions. Thus far, we have been able to sustain economic
footprint allows the Group to assess the efficiency of our growth while offsetting much of our environmental footprint
operations in terms of resources and energy used, as well as through strategic optimisation of our operations.
environmental impact. This measurement helps TSH identify
opportunities for improvement and increase efficiency, Information on emission management measures and our
thereby enhancing economic value generation while driving efforts to drive operational efficiency can be found in the
environmental stewardship. Emission Management for Climate Resilience page 47.
SUSTAINABILITY REPORT
LOCAL PROCUREMENT AND SUPPLY CHAINS competent based on financial and background checks,
tax compliance, and compliance with legal requirements. At
TSH supports the local marketplace through responsible the same time, TSH actively seeks out options and alternatives
procurement practices that help foster local industries, from a diversified list of vendors to ensure our tender process
facilitate local knowledge transfer, and ensure shared remains robust, transparent and cost-effective.
prosperity for local communities. Fair and equitable
procurement practices strengthen trust with our external In FY2023, TSH extended its GSP to third-party suppliers,
providers and enable us to source for the most competitively aimed at helping them understand the commitment and
priced products and services that best fit our needs. emphasis that the Group places towards ESG. Additionally,
TSH established an ESG Supplier Questionnaire aimed at
Procurement is carried out under the Group’s procurement main active suppliers to uphold the Group’s ESG value and
practices and procedures. At the same time, the Group subsequently received a response from a majority of our
is continuously improving our general purchasing and active suppliers on the assessment. As a way forward action,
procurement practices to achieve a better tender process for TSH strives to incorporate ESG considerations as a criterion
vetting external providers. This requires all parties at every to achieve a more sustainable procurement process. This
level of the process to be transparent from pre-qualification will come under the Group’s lead and will be implemented
until the award and post-project evaluations. The Procurement progressively.
Department reviews new suppliers to ascertain if they are
The table below shows procurement data for all business units of the Group:
Based on our procurement data, approximately 95% of the process. Traceability also provides our consumers with
procurement spending in FY2023 was on local vendors. This the assurance that the products they purchase are ethically
refers to suppliers that operate locally within the country produced according to expected standards.
we operate in. The remaining 5% procurement was from
overseas suppliers primarily due to the nature of EIB’s TSH remains steadfast in our dedication to palm
hardwood flooring business which requires the purchase of oil traceability, in harmony with our pledges against
temperate hardwood species, as preferred by its customers. deforestation, new planting on peat, and burning. This will
Looking ahead, we intend to continue supporting local assist the identification and mitigation of any environmental
contractors and suppliers as strategic partners. and social risks within our supply chain.
We aspire to encourage and empower better ESG practices In FY2023, TSH has identified that 68% and 100% of our CPO
among our external providers, which includes the formulation and PK are traceable to the Group’s Malaysian and Indonesian
of due diligence guidelines for new and existing partners as plantations respectively. Overall, 90.84% of our CPO and PK
well as identifying suppliers. are traceable to the source supplied.
TRACEABILITY
SUSTAINABILITY REPORT
TSH understands the inherent environmental risks associated with our business operations. As such, TSH actively undertakes
rigorous measures, guided by comprehensive regulations to ensure that all value-creation activities across our business units
cause minimal environmental harm.
Our approach to environmental management adheres to stringent standards, including those related to RSPO, MSPO and
ISPO. Additionally, we comply with all local laws and regulations in Malaysia and Indonesia.
Addressing climate change and emissions is not only about Additionally, our plantations are heavy generators of biomass
reducing TSH’s environmental footprint but also about waste. These come in the form of leaf fronds, mesocarp
understanding and preparing for potential impacts and fibers, palm kernel shells, and EFBs which are used as fuel
opportunities climate change may bring. By proactively for boilers to generate electricity.
managing our emissions and adapting to these potential
impacts, TSH ensures our long-term stability and affirms our Meanwhile, the energy generated from the biogas power
role in combatting climate change. plant is fully utilised towards meeting the complex’s steam
and electricity needs.
Presently, the Group has categorised the Scope 1 and Scope
2 emissions from FY2019 to FY2023 through a comprehensive TSH strives to adopt the best technology and practices
GHG Inventory Assessment. This assessment has enabled us to ensure high efficiency of biogas production and power
to look into the various aspects of our business segments generation to play a significant role in contributing to
and identify target areas that either contribute to or are the national renewable and green energy demands. This
susceptible to climate impacts. In our on-going commitment development also provides socio-economic benefits to the
to transparency and sustainability, we have embraced a surrounding area, where local employees are employed for
more comprehensive methodology as outlined in the GHG the operation of the plant.
Protocol Corporate Accounting and Reporting Standard.
We have also begun disclosing our Scope 3 emissions in The Group’s GHG absolute emissions can be categorised
FY2023 specifically emissions from employee commuting into the following sources:
and business travel.
Scope 1
Looking ahead, TSH is anticipating disclosing climate
change-related risk assessment, aligning with our aspiration Direct source emissions, which are generally on by
for compliance with the Task Force on Climate-Related mechanical and non-mechanical sources such as genset,
Financial Disclosures (“TCFD”) by the end of FY2025. boiler, fertilisers, open lagoons, and biomass land
This assessment will allow the Group to scrutinise specific application.
operational risks due to climate change impacts and the best
ways to build resilience.
Scope 2
BIO-INTEGRATION COMPLEX FOR RENEWABLE ENERGY Indirect source emissions linked to purchase electricity
consumption.
The Group’s Bio-Integration Complex in Sabah allows the
Group to make use of the waste by-products produced by
our plantation and mill operations. The main type of waste Scope 3
derived from CPO is POME which releases methane during
the treatment process. Indirect source emissions mainly associated with
employee commuting and business travel.
SUSTAINABILITY REPORT
283,337 1.00
274,051 0.95
269,259
0.90
FY2021 FY2022 FY2023
The Group’s Scope 1 emission was reduced mostly caused by The Group’s strategic approach towards the protection and
non-mechanical sources such as lower EFB land application conservation of biodiversity in the areas we operate is guided
due to the selling off estates in Sabah. by the requirements of the industry certifications (RSPO,
MSPO & ISPO) and sustainability frameworks we adopt. We
In FY2023, TSH initiated the inclusion of Scope 3 emissions established GSP, Sustainable Palm Oil Policy (“SPOP”) and
in overall GHG accounting, with a specific focus on emissions procedures that are communicated and cascaded down to
associated with employee commuting and business travel. our operations in their local languages. The policies and
This encompasses tailpipe emissions generated during the procedures provide comprehensive guideline that ensures
travel to and from work. our operations do not result in unnecessary ecological harm.
As we embark on the path to align more closely with the GHG Our GMD primarily oversees the management and
Protocol, we acknowledge that this marks merely the initial development of our palm products business, in particular
phase. In the years ahead, we are dedicated to improving the in Indonesia whereas our Group Executive Director (“GED”)
precision of our emissions data and progressively integrating oversees the Group’s business and operations in Sabah.
Scope 3 elements into our reporting framework. The Heads of Estates (“HOEs”) at each site are responsible
for regular monitoring, implementation, and reporting on
various aspects of biodiversity, including but not limited to
the management plans for HCV areas.
SUSTAINABILITY REPORT
TSH’s approach to biodiversity management is deeply rooted in our commitment to meeting the stringent requirements
of the RSPO, MSPO, and ISPO certification standards. To maintain compliance, we remain dedicated to managing the
potential impacts our operations can have on the surrounding ecosystems. This involves diligently adhering to the regulations
of these certifications, encompassing areas such as pesticide use and reliance on IPM, responsible water and pollution
management, protection of natural water bodies and HCV areas, and the establishment of riparian buffer zones within the
Group’s plantations, among others.
In line with these requirements, we have aligned TSH’s internal policies and procedures to ensure that biodiversity conservation
and environmental management are integral considerations at all levels of our operations. A big part of this is our adoption of
the NDPE approach that ensures all plantation activities are conducted with minimal harm to the natural landscape.
As part of the certification requirements, TSH also regularly monitors and assesses HCV areas and the biodiversity within
our plantations. This rigorous approach not only ensures compliance with certification but also allows us to evaluate the
effectiveness of our HCV management approach.
SUSTAINABILITY REPORT
FIRE PREVENTION
SUSTAINABILITY REPORT
Our dedication towards biodiversity conservation has been fruitful as TSH received zero non-conformance reports (“NCR”)
related to biodiversity management during RSPO, MSPO and ISPO audit in FY2023. 100% of our palm oil estates have undergone
HCV assessments. As a result of these assessments, a total of 68 species of flora and 110 species of fauna were identified.
International Union for Conservation of Total Number of Flora Species Total Number of Fauna Species
Nature (“IUCN”)
Critically Endangered (“CR”) 1 5
Endangered (“EN”) 7 21
Vulnerable (“VU”) 26 36
Near Threatened (“NT”) 12 15
Least Concern (“LC”) 22 33
Total Number of Species 68 110
SUSTAINABILITY REPORT
In an approach to support our environmental disclosures, TSH initiated a monitoring system for our water consumption. This
initiative aimed to provide detailed information into the water consumption of each segment and identify potential areas
where water management can be strengthened further. TSH remains dedicated to providing full-year data in future reporting
following the full integration of our comprehensive management and monitoring system.
TSH consistently monitors water consumption across our operations, especially at our palm oil mills and EIB. The water
consumption for palm oil mills and EIB are as follows.
Ekowood
FY2021 FY2022 FY2023
Total water consumption (m3) 61,106 64,050 49,456
Average water consumption per production output (m /m ) 3 2
0.14 0.13 0.23
Sustainability Report
EFFLUENT MANAGEMENT
Part of responsible water management involves addressing the quality of effluent discharge, particularly POME, a waste by-
product of the palm oil milling process. POME possesses significant polluting properties such as elevated levels of organic
nitrogen, grease, COD, and BOD.
Given its potential environmental impact, TSH carefully treats POME before releasing it into water bodies, as untreated
POME can negatively impact soil health and water quality due to its acidic properties. However, whenever feasible, the Group
integrates waste recovery principles into our effluent management processes. There are instances where treated POME can
be used as a nutrient-rich fertiliser for land use applications. In both scenarios, raw POME first undergoes the necessary
treatment to ensure it does not cause any environmental harm.
To ensure adherence to environmental standards, we regularly conduct tests on the treated effluent discharged from our mills.
Through these measures, we ensure effluent quality complies with the relevant environmental requirements in Malaysia and
Indonesia.
SUSTAINING VALUE THROUGH WASTE bioenergy production, and the utilisation of waste for
MANAGEMENT sustainable practices, the palm oil industry can minimise its
GRI 306-1, GRI 306-2, GRI 306-3, GRI 306-4, GRI 306-5 environmental impact.
Effective waste management is necessary for the sustainability TSH adheres to all applicable regulatory requirements in the
of the palm oil industry. For TSH, the production of palm countries where we operate. For the proper management
oil generates significant amounts of by-products, including of hazardous waste or scheduled waste (“SW”), we ensure
EFB, palm kernel shells, and POME alongside both non- the collection and disposal of SW at approved facilities
hazardous and hazardous waste. through authorised contractors licensed by the respective
local authorities. The categories of SW generated include
Without proper waste management practices, these by- spent lubricating oil, as well as discarded or off-specification
products can lead to environmental degradation and threaten inks, paints, pigments, lacquer, dye, or varnish products
the surrounding ecosystems. However, by implementing containing organic solvents.
responsible waste management strategies, such as the 4R’s
principle (reduce, reuse, recycle and recover), composting, General Waste (MT)
FY2023
Palm Oil Mills 322
Ekowood 105
Total 427
SUSTAINABILITY REPORT
Energy management is a primary focus area within TSH’s environmental strategy given its linkage with other critical topics,
such as climate change, while significantly impacting our operational efficiency and productivity.
The Group relies on two primary energy sources: fossil fuels, namely diesel, petrol, and natural gas (direct energy consumption),
and electricity (indirect energy consumption). These fossil fuel resources power the machinery and vehicles needed to run our
operations, while electricity is primarily used to run our office and estate infrastructure.
The Group’s foray into RE utilisation began with the establishment of our Bio-Integration Complex in Kunak, Sabah. This
complex allows the Group to generate RE exclusively from the waste by-products from our mills and estates. More recently,
this venture into RE generation has been mirrored by EIB by utilising solar panels to significantly reduce its dependence on
the national grid.
WASTE-TO-ENERGY APPROACH
In FY2022, EIB continued the Group’s pursuit towards energy optimisation by investing over RM3.13 million to install a 1.5
MWp solar panel system. The energy generated by this system was meant to reduce the company’s dependency on the
national grid. In FY2023, half of EIB total energy consumption of 4 million kWh was met by renewable solar energy generation
of 2 million kWh. This resulted in over RM1 million in savings on EIB’s annual electricity bill. Additionally, EIB has also optimised
its operational efficiency by installing inverters for boiler operations while automating manufacturing processes.
SUSTAINABILITY REPORT
Ekowood
Solar Panel
Capacity
Solar
1.5 MWp Generation
2,059,423
kWh
Total Saving
Over
RM1 Million
The total energy consumption in relation to the operations of our palm oil mills, EIB, and bio-integration complex is shown
below:
Energy Consumption
Bio-Integration
Palm Oil Mills Ekowood Complex Total
Renewable energy consumption (kWh) 24,795,881 2,371,667 12,648,408 39,815,956
Total energy consumption (GJ) 94,411 16,294 45,665 156,370
SUSTAINABILITY REPORT
The Group’s commitment to employee well-being is at the heart of our social initiatives. By cultivating a safe and inclusive
workplace with fair compensation, we create a dedicated and engaged workforce that drives operational efficiency and
productivity. These positive outcomes extend beyond TSH, benefiting our external stakeholders, especially those within our
value chain and surrounding local communities. By fostering open and transparent communication, we build trust and create
an environment conducive to sustainable business operations.
Our operations are aligned with the Universal Declaration of Human Rights, the International Labour Organisation’s (“ILO”)
core convention, ILO 11 Indicators of Forced Labour, United Nations Guiding Principles on Business and Human Rights, and
the United Nations Global Compact (“UNGC”) on human rights among others. To further strengthen our commitment to
safeguarding our workforce, TSH has adopted UNSDG 8.8, to protect labour rights, eradicate forced labour, and promote a
safe and secure working environment.
As such, our commitment to social welfare goes beyond regulatory compliance. We strive to enrich our workforce through
development initiatives that empower individuals and contribute to the well-being of the broader community where they live
and work.
LABOUR RIGHTS AND WELFARE The foundation of our commitment to human rights lies in
GRI 401-1, GRI 401-2, GRI 404-1, GRI 405-1, GRI 406-1, GRI 407-1, GRI 408-1, our comprehensive Human Rights and Responsible Business
GRI 409-1
Practices Policy, which has been developed per relevant
international and local laws. This policy supplements existing
Fair employment practices play a pivotal role in ensuring frameworks, placing particular emphasis on Free, Prior,
that our workforce is treated with respect and provided with and Informed Consent (“FPIC”), especially in plantation
a safe working environment. Our commitment extends to operations. As part of the Group’s efforts to uphold the rights
fostering an inclusive workplace, which in turn promotes of the communities in the areas where we operate, FPIC is a
a harmonious work culture that allows the Group to retain necessity before new plantings are carried out. This ensures
talented employees and drive better cohesion. This not only the local communities are informed and empowered, with a
enhances operational efficiency but also safeguards TSH clear avenue for future negotiations or grievances.
against potential risks.
The Group’s proactive approach to the matter has also led
HUMAN AND LABOUR RIGHTS to the establishment of Welfare Committees in each of
our plantations to represent the interests of our workers.
As a responsible employer, TSH has an unwavering These committees can also serve as a formal means of
commitment to upholding human and labour rights in line communication for any potential grievances an employee
with industry standards and the relevant regulations. By may have in terms of working conditions, recruitment
doing so, we not only attract and retain talented employees practices, or any other human rights violations.
but also mitigate potential risks to social stability, such as
strikes or labour disputes. At the same time, the Group Additionally, the Group upholds a No Child Labour Policy
recognises that any human or labour rights violations can which opposes any form of child labour throughout our
significantly harm our business as they expose us to litigation operations. TSH advocates for the protection of children
and penalties while restricting our access to certain markets. and encourages their development through awareness and
education.
Our operations at TSH are defined by an unwavering
commitment to advancing and promoting human rights. Our commitment to transparency is evident in the public
Throughout our business units, we diligently strive to display of our policies on our website https://www.tsh.com.
eradicate exploitation and implement strategic action plans my/sustainability/people/.
to address our most significant human rights issues.
Sustainability Report
In FY2023, the total members who were a part of our plantation sectors Workplace Welfare Committee are as below:
64 165
The Group had no substantiated complaints concerning or race, the Group can attract a wider range of qualified
human rights violations throughout FY2023. candidates from a larger talent pool.
DIVERSITY AND EQUAL OPPORTUNITY The Group practices a non-discriminatory approach concerning
our workforce whereby employees are screened based on
As a way to ensure a just workforce, TSH practices a non- competence, qualification, experience, and professional
discriminatory approach to hiring and employee remuneration. contributions.
Our motivation lies in creating a diverse workforce as we
believe individuals from different backgrounds bring with A diverse workforce enriches the Group by bringing innovative
them a wealth of diverse experiences and perspectives that ideas from various perspectives, enhancing experience
can foster innovation. Meanwhile, promoting fair and equal and learning. TSH remains committed to providing equal
opportunities within the workplace makes employees feel opportunities at all employment levels, regardless of gender
more included and valued, enhancing job satisfaction and and background differences. However, within the plantation
boosting overall performance. By intentionally removing sector, there is a natural skew towards more male employees
barriers to entry based on factors such as gender, age, in the field given the physically demanding nature of the job.
Board of Director 0 11 89 89 11
Management 9 72 19 82 18
Executive 15 76 9 67 33
Non-executive 26 66 8 57 43
Labour 30 63 7 78 22
Note:
Figures are rounded up to nearest whole percentage.
Sustainability Report
Sound hiring and retention practices form the foundation of a high-performing, engaged, and resilient workforce. By
strategically investing in these practices, TSH cultivates a positive culture that not only attracts but also retains top talent.
Furthermore, identifying and developing internal talent ensures a seamless transition when key roles need to be filled. This
proactive approach minimises disruptions and maintains organisational stability.
The process of hiring within TSH is managed by the respective HRD of each Business Unit. Our recruitment and selection
procedures are designed to identify and bring on board individuals with the skills and capabilities that best fit the Group’s
operations. Candidates are not judged by their physical traits, but rather by their set of qualifications and the specific
requirements of the positions available. Only candidates who meet the Group’s criteria and pass the HRD’s selection process
will be considered for employment.
As at 31 December 2023, the Group’s workforce is made up almost entirely by permanent employees.
Permanent Contract
96% Percentage of
Employees
4%
In addition, in our plantation sector, we practice a structured the Group promotes and upgrading worker’s living quarters
employee referral rewards scheme that not only encourages and estate infrastructure. Refer to Section Employee Benefits
a collaborative work culture but also rewards employees for and Welfare page 59.
contributing to the growth of the Group. Simultaneously,
in EIB and our forest management business, we actively EMPLOYEE GRIEVANCE MECHANISM
promote the socio-economic development of indigenous
communities by providing employment opportunities. An effective employee grievance mechanism is a
fundamental component of a healthy workplace that
We understand that despite our best efforts, attrition is a promotes transparency and accountability. The Group
natural process of any organisation’s dynamics. The employee believes that such a mechanism is important to foster trust
turnover is higher in plantations due to absconding. The among employees, who are more likely to express concerns
majority of these employees who absconded are engaged in and provide constructive feedback when they believe their
physical labour such as harvesting. opinions are valued. This open communication allows the
Group to proactively identify potential issues and enable
Employee Turnover FY2021 FY2022 FY2023 timely intervention.
SUSTAINABILITY REPORT
TSH priorities the continuous development of our workforce, ensuring they stay up-to-date with the relevant skills and
industry knowledge. Through well-structured training programmes and knowledge-sharing initiatives, we cultivate a skilled
and adaptable workforce that grants us a competitive edge within the industries we operate in. This strategic investment
in the professional growth of our employees also enhances talent retention as individuals are more likely to stay with an
organisation that actively fosters their career development.
The professional development of its workforce is key to the growth of any organisation and TSH is no different. With this
intent in mind, the Group actively engages, develops, and empowers our workforce with a mission to advance their careers
through targeted development opportunities and innovative learning solutions. In FY2023, a total of approximately 200,000
man-hours worth of training were provided to all employees within the Group.
3,958
Management
4,253
Executive
9,162
Non-Executive
182,531
Labour
TSH is dedicated to fostering a work environment where the well-being and professional development of our employees
are at the forefront of our decisions. We understand the significance of providing competitive compensation, benchmarked
against the latest industry standards. We highly value the dedication and commitment of our employees and, as such,
prioritise providing a comprehensive array of benefits.
Apart from providing leave allocation to facilitate rejuvenation and recharge, TSH offers health insurance coverage. These
benefits help to ensure our employees receive support in terms of medical expenses.
TSH believes in providing comfortable living arrangements for our employees. Thus, we offer free housing with electricity and
water supply to the workforce, so they can focus on work without worrying about housing costs.
List of Benefits
Sustainability Report
Apart from the benefits enjoyed by the other TSH It is important to TSH that all our employees enjoy a
employees, our plantation workforce is given special healthy work-life balance, regardless of whether they
attention as they live within the Group’s estates. TSH reside offsite or on-site at our plantations. We recognise
strives to ensure all the necessary amenities are provided that fostering a positive relationship with our employees
for these workers to enjoy a fulfilling life. These include is essential for boosting productivity and retaining top
housing, community or recreational facilities, schools, talent. Towards this end, we are committed to on-going
places of worship, and such. communication with our employees to understand and
address their needs, ensuring job satisfaction, well-being,
and a safe workplace as well as shaping a high-performing
workforce to drive business success. The Group actively
explores opportunities to closely engage our workforce
through regular events. Whenever possible, local
Total of 1,506 units of communities are also invited to these events, contributing
estate housing to both a conducive work culture and building lasting
relationships that can lead to a collaborative and
harmonious environment for everyone involved.
Sustainability Report
Sustainability Report
The Group’s primary objective surrounding OSH is to cultivate a work environment that is both safe and supportive. The
occurrence of injuries or fatalities is deemed a tragic outcome that we are committed to preventing at all costs. Our focus
is on guaranteeing that TSH offers a workspace that is not only safe and secure but also instils confidence in employees.
This assurance enables them to perform at their best, ensuring that they return home safely to their families and loved ones,
providing peace of mind for all.
TSH is resolutely committed to safeguarding the safety and health of its workforce, encompassing employees, contractors,
and visitors across its group and subsidiaries. Our OSH policy and procedures develop the bedrock of our dedication
to establishing a safe environment, extending our commitment beyond universal well-being. The Group is dedicated to
providing accessible healthcare, mandating the use of protective equipment, and ensuring hazard management facilities.
TSH has formalised the OSH policy that is made publicly available at our website, https://www.tsh.com.my/sustainability/
people/.
OSH MANAGEMENT We ensure that our plantations are safe and meet regulatory
requirements, and we communicate clearly with our
TSH has established an effective OSH management system stakeholders on health and safety matters. All employees
to ensure we maintain a secure and productive work and workers are also expected to undergo a medical
environment through adherence to the Group’s established check-up to ensure they are fit to handle the job and avoid
policies and procedures. Such a management structure potential health risks from arising. Within our estates and
further allows us to proactively identify and mitigate mills, clinics and first aid stations are available, staffed by
potential workplace hazards that could harm employee trained medical professionals, and we have an ambulance
safety. By fostering a safer workplace, we not only enhance on call for emergencies.
productivity but also maintain compliance with regulatory
safety standards. At the same time, TSH ensures that we provide the necessary
training and educational materials that are translated into our
To uphold the Group’s commitment to OSH management, workers’ native languages to ensure they understand and
we integrate various proactive measures into our daily stay up-to-date with the latest standards and best practices.
operations. These include comprehensive risk assessments
for each activity, regular workplace audits, daily toolbox OSH PERFORMANCE
briefings, safety training, and drills.
Measuring OSH performance is essential for TSH to
Additionally, we have also established OSH committees at systematically assess and enhance the safety of our business
each operating site in accordance with legal requirements segments. By tracking metrics such as LTIs, the Group can
which play a pivotal role in bringing together key stakeholders. identify areas for improvement and proactively mitigate
The committee serves as a platform for consultations on potential risks. A robust OSH performance measurement
OSH issues, identification of areas for improvement, and the system not only safeguards our employees but also contributes
sharing of best practices among our workforce. By staying to increased productivity and operational efficiency.
vigilant through these assessments, we remain focused
on our safety goals, ensuring on-going progress and the LTI
attainment of our objectives.
OSH Data FY2022 FY2023
Number of OSH LTIFR 6.08 3.86
Business Unit Committee Members
Number of Work-related Fatalities 0 1
Indonesia Operations 295
Note:
Sabah Operations 82 LTI is defined as an accident which results in the injured person being
absent for one or more workdays beyond the day of the accident.
Ekowood 22 LTIFR is calculated based on 200,000 man-hours. Data may differ from
SR2022 as an enhanced calculation methodology has been adopted
in FY2023.
Sustainability Report
OSH TRAINING
Daily toolbox briefing
In FY2023, a total of 101,369 employees (based on
accumulated numbers) received OSH training. The list of
training programmes is as follows:
SUSTAINABILITY REPORT
Beyond altruism, TSH sees CSR as an investment for the Group. By actively investing in the welfare of our surrounding
communities and involving them in, we cultivate a positive relationship. These bonds not only ensure their continued support
of the Group’s operations but also safeguard our social license to operate.
Our CSR activities are catered to the specific needs of the communities around us. This ensures that we bring the most
beneficial impact through our actions. The Group’s CSR activities fall under the following categories:
Community Interaction Nurturing Families and Local Health and Cultural and Religious
and Development Knowledge Foundation Well-being Ceremonies
RM2.6 million endeavors. At the same time, the Group also allocates resources to
conducting our own CSR initiatives, while actively encouraging our
employees to participate in these activities.
The Group is committed to fostering positive relationships with the communities within and around our
operational sites. Given their proximity, we regard these communities as key stakeholders whose support
we deeply value. As such, TSH regularly organises activities and events aimed at building enduring bonds
with them.
Sustainability Report
Education is the process where an individual acquires or imparts basic knowledge to another. The ultimate
goal of education is to help an individual navigate life and contribute to society. It helps eradicate poverty
and hunger, giving people the chance at better lives. Consequently, our commitment lies in ensuring that
children have access to education infrastructure, striving to extend their school attendance for as long as
possible.
The Group has established childcare centres in our plantations in Indonesia and Malaysia. These centres
support working mothers employed by TSH by providing a secure and nurturing space for children,
delivering supervised care and early childhood education for young children.
Given that education is an important priority to the Group, we do our best to ensure that the children within
our estates are provided with all the necessities to ease their access to education.
Transportation Students
39 1,495
Sustainability Report
The English Club has been established in one of Indonesian estates at PT Sarana Multi Niaga with the
aim of offering an enriching and educational platform for children residing at the estates to enhance their
English language proficiency through engaging and interactive activities such as games and storytelling.
Classes are held weekly and attended by over 100 participants, including children from local estates and
workers’ families. The programme is facilitated by voluntary tutors from the management level, ensuring a
high-quality learning experience for all participants.
Attended by over
100 participants
Sustainability Report
In sustainable communities, the health and well-being of residents take precedence. Access to healthcare
services, recreational areas, and initiatives promoting a healthy lifestyle are essential components of a
thriving community where individuals can lead fulfilling lives. At TSH, putting employee well-being first
directly affects our capacity to accomplish organisational goals and objectives.
A joint-initiative with Indonesian Community Health Centre for Clean and Healthy Living Behavior Programme
Sustainability Report
TSH is dedicated to upholding social responsibility and embracing cultural diversity. We understand the
significance of honouring various cultural and religious traditions, fostering inclusivity, and ensuring that our
business practices align with local values. Through our commitment to cultural and religious sensitivity, we
strive to create an environment where everyone feels respected and valued.
Iftar gathering with the local community The Prophet’s Birthday Celebration
Sustainability Report
APPENDICES
Disclosure Guidance
No. Topic Disclosure Guidance Location
3. Materiality 1. Identification of a) Internal and external data sources Data Assurance page 20;
Assessment sustainability matters Statement of Assurance
page 80
3. Illustration of a) Materiality matrix showing relative importance of ESG & Sustainability Key
prioritisation of each matter Performance Indicators –
material matters Targets and Achievements
pages 30-33
Sustainability Report
Disclosure Guidance
No. Topic Disclosure Guidance Location
4. Management 1. How the material a) i) All common sustainability matters Refer table “Common
Approach sustainability matters Indicators”
are managed
ii) Other matters identified Refer table “Sector Specific
Indicators: Plantation”
3. For each reported a) 3 financial years’ worth of data for each reported
indicator, provision indicator
of data for the last 3
financial years b) Conformance with minimum data requirements set for
newly adopted sustainability indicators
5. Performance 1. Performance Targets a) Disclose performance targets set for reported ESG & Sustainability Key
Targets for reported indicators indicators Performance Indicators –
Targets And Achievements
2. Reporting of progress a) Disclose performance or progress against set targets pages 31-33
against performance
targets b) Actions taken to course correct (in the event of Not applicable
setbacks)
SUSTAINABILITY REPORT
COMMON INDICATORS
Common
Sustainability
No. Matters Code Indicators Location
1. Anti- C1 (a) Percentage of employees who have received training on anticorruption by Anti-Bribery and Anti-
corruption employee category Corruption Training page 40
C1 (b) Percentage of operations assessed for corruption-related risks Risk Management page 40
C1 (c) Confirmed incidents of corruption and action taken Anti-Bribery and Anti-
Corruption Training page 40
2. Community/ C2 (a) Total amount invested in the community where the target beneficiaries are Community Investment
Society external to the listed issuer and Corporate Social
Responsibility page 64
C2 (b) Total number of beneficiaries of the investment in communities
3. Diversity C3 (a) Percentage of employees by gender and age group, for each employee Diversity and Equal
category Opportunity page 57
C5 (c) Number of employees trained on health and safety standards OSH Training page 63
6. Labour C6 (a) Total hours of training by employee category Training and Human Capital
practices Development page 59
and standards
C6 (b) Percentage of employees that are contractors or temporary staff Hiring and Retention page 58
C6 (d) Number of substantiated complaints concerning human rights violations Employee Grievance
Mechanism page 58
7. Supply chain C7 (a) Proportion of spending on local suppliers Local Procurement and
management Supply Chains page 46
8. Data privacy C8 (a) Number of substantiated complaints concerning breaches of customer Data Privacy and Security
and security privacy and losses of customer data page 41
10. Waste C10 (a) Total waste generated, and a breakdown of the following: Sustaining Value Through
management i. total waste diverted from disposal Waste Management
ii. total waste directed to disposal page 53
Sustainability Report
Common Indicators
Common
Sustainability
No. Matters Code Indicators Location
11. Emissions C11 (a) Scope 1 emissions in tonnes of CO2e Total GHG Absolute
management Emissions page 48
C11 (b) Scope 2 emissions in tonnes of CO2e
1. Biodiversity S1 (a) Percentage of existing operations or projects assessed for biodiversity risks Preservation and
Conservation of Biodiversity
S1 (b) Size and location of all habitat areas protected or restored pages 48-51
S1 (d) Percentage of certified palm oil as a percentage of total palm oil produced, Industry Certifications page 41;
used or processed, relative to Roundtable on Sustainable Palm Oil Preservation and
(“RSPO”) or Malaysian Sustainable Palm Oil (“MSPO”) recommendations Conservation of Biodiversity
pages 48-51
* Applicable for listed issuers with oil palm crop
2. Materials S5 (a) Total weight or volume of materials that are used to produce and package No data
products and services
3. Supply Chain S6 (a) Percentage of new suppliers that were screened using environmental No data
(Environmental) criteria
/Supplier
Environmental S6 (b) Number of suppliers assessed for environmental impacts
Assessment
S6 (d) Percentage of fresh fruit bunch (“FFB”) sourced in accordance to certified Industry Certifications
environmental or sustainable standards page 41;
Local Procurement and
* Applicable for listed issuers with oil palm crop Supply Chains page 46
4. Supply Chain S7 (a) Percentage of new suppliers that were screened using social criteria No data
(Social)/
Supplier S7 (b) Number of suppliers assessed for social impacts
Social
Assessment
5. Effluents S8 (a) Total volume of water (effluent) discharge over the reporting period No data
Bursa C1(b) Percentage of operations assessed for corruption-related risks Percentage 100.00
Bursa (Community/Society)
Sustainability Report
Number 0
Bursa C2(a) Total amount invested in the community where the target beneficiaries are external to the listed issuer MYR 2,618,175.00
Bursa (Diversity)
Bursa C3(a) Percentage of employees by gender and age group, for each employee category
BURSA ESG PERFORMANCE DATA TABLE
Age Group by Employee Category
Bursa C5(c) Number of employees trained on health and safety standards Number 101,369
Bursa (Labour
Internal practices and standards)
assurance External assurance No assurance (*)Restated
Sustainability Report
Bursa C3(b) Percentage of directors by gender and age group
Bursa C1(c) Confirmed incidents of corruption and action taken Number 0
Male Percentage 88.89
Bursa (Community/Society)
Female Percentage 11.11
Bursa C2(a) Total amount invested in the community where the target beneficiaries are external to the listed issuer MYR 2,618,175.00
Under 30 Percentage 0.00
Bursa C2(b) Total number of beneficiaries of the investment in communities Number 30
Between 30-50 Percentage 11.11
Bursa (Diversity)
Above 50 Percentage 88.89
Bursa C3(a) Percentage of employees by gender and age group, for each employee category
Bursa (Energy management)
Age Group by Employee Category
Bursa C4(a) Total energy consumption Megawatt 43,436.03
Management Under 30 Percentage 9.02
Bursa (Health and safety)
Management Between 30-50 Percentage 71.76
Bursa C5(a) Number of work-related fatalities Number 1
Management Above 50 Percentage 19.22
Bursa C5(b) Lost time incident rate ("LTIR") Rate 3.86
Executive Under 30 Percentage 14.67
Bursa C5(c) Number of employees trained on health and safety standards Number 101,369
Executive Between 30-50 Percentage 76.06
Bursa (Labour practices and standards)
Executive Above 50 Percentage 9.27
Bursa C6(a) Total hours of training by employee category
Non-executive/Technical Staff Under 30 Percentage 25.53
Management Hours 3,958
Non-executive/Technical Staff Between 30-50 Percentage 66.32
Executive Hours 4,253
Non-executive/Technical Staff Above 50 Percentage 8.16
Non-executive/Technical Staff Hours 9,162
General Workers Under 30 Percentage 30.19
General Workers Hours 182,531
General Workers Between 30-50 Percentage 62.38
Bursa C6(b) Percentage of employees that are contractors or temporary staff Percentage 4.16
General Workers Above 50 Percentage 7.43
Bursa C6(c) Total number of employee turnover by employee category
Gender Group by Employee Category
Staff (Refers to Management, Executive and Non-executive) Number 267
Management Male Percentage 81.57
Labour Number 3,744
Management Female Percentage 18.43
Bursa C6(d) Number of substantiated complaints concerning human rights violations Number 0
Executive Male Percentage 67.18
Bursa (Supply chain management)
Executive Female Percentage 32.82
Bursa C7(a) Proportion of spending on local suppliers Percentage 94.67
Non-executive/Technical Staff Male Percentage 56.58
Bursa (Data privacy and security)
Non-executive/Technical Staff Female Percentage 43.42
Bursa C8(a) Number of substantiated complaints concerning breaches of customer privacy and losses of customer data Number 0
General Workers Male Percentage 78.40
Bursa (Water)
Indicator Measurement Unit 2023
BursaGeneral Workers
C9(a) Total Female
volume of water used Percentage
Megalitres 21.60
1,037.860000
Bursa C3(b)
Industry Percentage of directors by gender and age group
Certifications
Male of certified palm oil as a percentage of total palm oil, relative to RSPO recommendations
Percentage Percentage
Percentage 88.89
30.60
Femaleof certified RSPO estates
Percentage Percentage
Percentage 11.11
44.00
Internal assurance
Under External assurance
30certified RSPO mills No assurance (*)Restated Percentage 0.00
Percentage of Percentage 60.00
Between 30-50 Percentage 11.11
Bursa C5(c) Number of employees trained on health and safety standards Number 101,369
Bursa C6(b) Percentage of employees that are contractors or temporary staff Percentage 4.16
Bursa C6(d) Number of substantiated complaints concerning human rights violations Number 0
Bursa C8(a) Number of substantiated complaints concerning breaches of customer privacy and losses of customer data Number 0
Bursa (Water)
SUSTAINABILITY REPORT
Page Reference/
GRI Standard Disclosure Reasons For Omissions
2-6 Activities, value chain and other business relationships Corporate Profile pages 8-9
2-12 Role of the highest governance body in overseeing the management of impacts
2-17 Collective knowledge of the highest governance body Profile of Board of Directors
pages 83-94
SUSTAINABILITY REPORT
Page Reference/
GRI Standard Disclosure Reasons For Omissions
ECONOMIC
GOVERNANCE
GRI 418: 3-3 Management of material topics Data Privacy and Security
Customer page 41
Privacy 2016 418-1 Substantiated complaints concerning breaches of customer privacy and losses of
customer data
SUSTAINABILITY REPORT
Page Reference/
GRI Standard Disclosure Reasons For Omissions
ENVIRONMENTAL
SUSTAINABILITY REPORT
Page Reference/
GRI Standard Disclosure Reasons For Omissions
ENVIRONMENTAL
SOCIAL
401-2 Benefits provided to full-time employees that are not provided to temporary or Employee Benefits and
part-time employees Welfare page 59
GRI 403: 3-3 Management of material topics Ensuring Safety and Health
Occupational At Work pages 62-63
Health and 403-1 Occupational health and safety management system
Safety 2018
403-2 Hazard identification, risk assessment, and incident investigation
403-7 Prevention and mitigation of occupational health and safety impacts directly
linked by business relationships
GRI 404: 3-3 Management of material topics Training and Human Capital
Training and Development page 59
Education 404-1 Average hours of training per year per employee
2016
404-2 Programs for upgrading employee skills and transition assistance programs No data
SUSTAINABILITY REPORT
Page Reference/
GRI Standard Disclosure Reasons For Omissions
SOCIAL
GRI 407: 3-3 Management of material topics Ethical Supply Chain page 42;
Freedom of Labour Rights and Welfare
Association 407-1 Operations and suppliers in which the right to freedom of association and pages 56-57
and Collective collective bargaining may be at risk
Bargaining
2016
GRI 408: 3-3 Management of material topics Labour Rights and Welfare
Child Labor pages 56-57
2016 408-1 Operations and suppliers at significant risk for incidents of child labour
GRI 409: 3-3 Management of material topics Labour Rights and Welfare
Forced or pages 56-57
Compulsory 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory
Labor 2016 labour
413-2 Operations with significant actual and potential negative impacts on local
communities
SUSTAINABILITY REPORT
STATEMENT OF ASSURANCE
Assurance Statement
In strengthening the credibility of the Sustainability Statement, selected aspects/parts of this Sustainability Statement have
undergone an internal review conducted by the Group’s Internal Audit Department and subsequently approved by the Audit
Committee.
The subject matters and scope, which includes the operating activities in the respective countries, covered by the internal
review are provided below:
Scope
No. Subject Matter Operating Activity Country
2. Industry Certifications
Percentage of certified palm oil as a percentage of
Malaysia
total palm oil produced, used or processed, relative Plantations and Mills
to Roundtable on Sustainable Palm Oil or Malaysian Indonesia
Sustainable Palm Oil.
5. Water
Total volume of water used.
Mills Malaysia
Engineered Hardwood Flooring Indonesia
Corporate Structure
AS AT 31 DECEMBER 2023
90%
PT. Andalas Wahana Sukses
Notes:
• The companies reflected above are operating subsidiaries/associated company/joint venture.
• The full list of companies under the TSH Group is set out in Note 23 to the Financial Statements.
Corporate Information
Board of Directors
DATUK KELVIN TAN AIK PEN NATASHA BINTI MOHD ZULKIFLI PAUL LIM JOO HENG
Chairman, Non-Independent Independent Independent
Non-Executive Director Non-Executive Director Non-Executive Director
DATO’ AIK SIM, TAN YAP BOON TECK TAN AIK KIONG
Group Managing Director Independent Group Executive Director
Non-Executive Director
DATO’ JASMY BIN ISMAIL LIM FOOK HIN
Independent VELAYUTHAN A/L TAN KIM SONG Non-Independent
Non-Executive Director/ Independent Non-Executive Director
Senior Independent Director Non-Executive Director
YAP BOON TECK Paul Lim Joo Heng BOARDROOM SHARE REGISTRARS
Chairman/Independent Chairman/Independent SDN. BHD.
Non-Executive Director Non-Executive Director 11th Floor, Menara Symphony
(Member of the Malaysian Institute of No. 5 Jalan Prof. Khoo Kay Kim
Yap Boon Teck
Accountants) Seksyen 13, 46200 Petaling Jaya
Member/Independent
Selangor Darul Ehsan
DATO’ JASMY BIN ISMAIL Non-Executive Director
Tel : +603-7890 4700
Member/Independent
LIM FOOK HIN Fax : +603-7890 4670
Non-Executive Director
Member/Non-Independent E-mail : BSR.Helpdesk@
Velayuthan a/l Tan Kim Song Non-Executive Director boardroomlimited.com
Member/Independent
Non-Executive Director COMPANY SECRETARY SHARE TRANSFER AGENT IN SINGAPORE
DATUK KELVIN
TAN AIK PEN
Chairman and Co-Founder
Non-Independent Non-Executive Director
Male 66 Malaysian
Kelvin is the Chairman and Co-Founder of the Company. He has He spearheaded the biodiversity conservation programme in
been a Director of TSH since 17 January 1986. He also sits on the ultramafic forest of the Meliau Range in close collaboration
the board of a number of private companies. with the Sabah Forestry Department. From 2010 to 2013, he was
the trustee of the Borneo Conservation Trust Sabah.
In 1997, Kelvin started the cocoa trading business in Bagan
Datoh, Perak. Anticipating that national production of cocoa • Kelvin was appointed to the Board of Directors of University
would be centered in the east coast of Sabah, he made a step to Malaysia Sabah from August 2017 to January 2020.
expand to Tawau in 1986. He pioneered the integrated concept • He also serves as an Honorary Director of Sabah Chinese
of cocoa business with both upstream sourcing and downstream High School since 2013.
processing. In 1988, CocoaHouse Industries Sdn. Bhd., a joint • On 3 September 2006, Universiti Malaysia Sabah conferred
venture with the Commonwealth Development Corporation of an Honorary Doctorate in Philosophy (Agroforestry) to Kelvin
UK, set up a cocoa butter/powder processing plant in Port Klang. for his many contributions to environmental conservation
and forestry.
Kelvin embarked on a similar approach with oil palm. In the 1990s, • Kelvin was first conferred Pingat Panglima Gemilang Darjah
he established oil palm plantations and palm oil mills in Sabah. Kinabalu (PGDK) that carries the title Datuk by the Governor
To enhance the economic and environmental sustainability of of Sabah, Tun Datuk Seri Panglima Hj Sakaran bin Hj Dandai
TSH’s oil palm business, a biomass cogeneration plant was built on the 16 September 1998.
in 2004. In 2006, TSH-Wilmar Sdn. Bhd., a downstream palm oil • On 19 April 2009, he was also conferred Darjah Dato’
refinery joint venture was set up with Wilmar as a partner. Paduka Mahkota Perak (DPMP) award that carries the title
Dato’ by the Sultan of Perak, Sultan Azlan Shah.
Kelvin with business entrepreneur, Garibaldi Thohir, expanded
TSH’s operations to Indonesia in 2003, which now has 36,000 He is a brother of Dato’ Aik Sim, Tan and Tan Aik Kiong.
Ha of oil palm and 4 palm oil mills, transforming TSH into a
regional integrated oil palm plantation player with upstream
and downstream activities. Garibaldi Thohir is the CEO and a Additional information:
significant shareholder of Adaro Energy. He does not have any conflict of interest with the Company.
He has not been convicted of any offences within the past 5 years
nor has he been imposed of any public sanction or penalty by the
TSH was listed on the Second Board of Bursa Malaysia in 1994,
relevant regulatory bodies during the financial year.
before being subsequently elevated to the Main Board in 2000.
Kelvin was also the catalyst and spearheaded the secondary
listing of TSH on the Main Board of Singapore Exchange
Securities Trading Limited in September 2023.
DATO’ AIK
DATUK KELVIN
SIM, TAN
TAN AIK PEN
Group Managing
Chairman and Co-Founder
Director
Non-Independent
Non-Executive Director
Male 60 Malaysian
Dato’ Aik Sim, Tan was appointed as Group Managing He has also played a big part in the development of the Group’s
Director on 1 January 2009 after serving as Chief Executive oil palm business, in particular, its expansion into Indonesia which
Officer since 1 September 2006. He was appointed to the has significantly enlarged the Group’s operations. In addition,
Board of Directors of the Company on 27 February 1992. He as Group Managing Director, he also charts the strategy for
is also the Group Managing Director of Ekowood International sustainable long-term growth of the Group.
Berhad (“Ekowood”) and sits on the board of various subsidiary
companies of TSH. He is a brother of Datuk Kelvin Tan Aik Pen and Tan Aik Kiong.
DATO’ JASMY
DATUK KELVIN
TANISMAIL
BIN AIK PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director
Male 60 Malaysian
Dato’ Jasmy bin Ismail was appointed as an Independent BCS Information Systems Pte. Ltd. (“BCSIS”) and held the
Non-Executive Director of TSH on 4 June 2014. Currently, he position until 2007. He was also an Independent Non-Executive
also serves as the Chairman of the Nomination Committee and Director of Malaysia Building Society Berhad and Reach Energy
a member of the Audit Committee. He was appointed as the Berhad up to February 2018 and March 2023 respectively.
Senior Independent Director on 24 November 2023.
He is currently the Independent Non-Executive Deputy
He obtained his Chartered Institute of Logistics and Transport Chairman of Symphony Life Berhad. He is also the Independent
in the United Kingdom and Master of Science (Msc) in Transport Non-Executive Chairman of Naza TTDI Sdn. Bhd. and Naza
Management from City University, London. Automotive Group. He is an appointed Council Member of
Badminton Association of Malaysia and a Trustee of Yayasan
In 1988, Dato’ Jasmy joined IBM Malaysia and held various Budi Penyayang.
positions within the Sales and Marketing Division, responsible
mainly for the public sector and financial service industries. Prior He does not have any family relationship with any Director and/
to leaving IBM Malaysia, he was the Executive Assistant to the or major shareholder of the Company.
Chief Executive Officer of IBM Malaysia.
NATASHA
DATUK KELVIN
BINTI
TAN AIK
MOHD ZULKIFLI
PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director
Female 49 Malaysian
Natasha binti Mohd Zulkifli was appointed as an Independent From 2012 to 2015, Natasha sat as Malaysia’s representative on
Non-Executive Director of TSH on 2 July 2018. Currently, she also the Asia Low Emission Development Strategies (LEDS) Partnership
serves as a member of the Nomination Committee. Steering Committee, which is a voluntary regional network set up
by USAID to support and promote low-emission development
She studied in Kuala Lumpur, New Zealand and London, obtaining across Asia and the Pacific region.
a law degree from the London School of Economics (LSE) with a
special focus on European Union and international law. Between 2015 and 2019 Natasha represented Malaysia on
the Business Women’s Working Group in the ASEAN Business
She is a Stakeholder Director at YTL Construction, part of the Advisory Council (ASEAN-BAC).
project team that is building the new 192km electrified double
track rail link for the Malaysian government, in the state of In 2019, the German government recognised Natasha as a one of
Johor. Natasha has extensive experience in the Malaysian public the ‘Remarkable Women in Transport’, officially recognising her
transport space, having worked previously at Prasarana Malaysia as a female change-maker and highlighting her contribution to
Berhad and also at Malaysia’s Land Public Transport Commission sustainable mobility solutions.
(SPAD).
In 2021, the Malaysian government awarded Natasha as the
Given her deep interest to strengthen human capital development inaugural winner of the Outstanding Woman of the Year in Rail
in the Malaysian rail space, in 2017, Natasha founded Women Award.
in Rail Malaysia, a not-for-profit entity which was established to
support and promote equality and diversity within the Malaysian In 2022, International Railway Journal (“IRJ”) recognised Natasha
rail industry. She is passionate about driving Women in Rail and profiled her as one of the winners of IRJ in Women in Rail
Malaysia for the benefit of women not just currently working Awards 2022.
within the industry but to also promote the Malaysian rail space as
a career of choice to young women studying in secondary schools She does not have any family relationship with any Director and/
and in universities. or major shareholder of the Company.
YAP BOON
DATUK KELVIN
TECK
TAN AIK PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director
Male 69 Malaysian
Yap Boon Teck was appointed as an Independent Non- the Group General Manager, overseeing management of
Executive Director of TSH on 15 December 2015. Currently, the completed projects such as building management,
he also serves as the Chairman of the Audit Committee and shopping centre and hotels. He was also involved in the
a member of the Remuneration Committee. negotiation to purchase a major property and responsible
for the various departments within the company, namely
He obtained his professional accounting qualification from personnel, legal, finance and accounting and general
the Association of Chartered Certified Accountants (ACCA), administration.
United Kingdom. He is a member of the Malaysian Institute
of Accountants. In March 2011, he joined KIP Group of Companies as
Chief Executive Officer. He resigned from the KIP Group of
He started his career with a small-to-medium sized Companies on 31 May 2017.
accounting and audit firm in the United Kingdom before
moving on to a medium-to-large local accounting and audit He rejoined Malaysia Land Properties Sdn. Bhd. as
firm in Kuala Lumpur. While in public practice, he has gained Managing Director-Asset Management on 1 June 2018.
experience in auditing both private and public companies He was subsequently appointed as Director and Financial
mainly in finance and banking, property developments and Advisor of Malaysia Land Properties Sdn. Bhd. on 1 June
manufacturing sectors. 2020 after his retirement as Managing Director on 31 May
2020, a position he holds until to date.
He joined the MBf Group of Companies in November 1983
as an accountant and subsequently held various positions He does not have any family relationship with any Director
within its group which included, property, insurance & and/or major shareholder of the Company.
financial services and manufacturing. Prior to leaving MBf
Group in August 2003, he was the President-Corporate of
MBf Holdings Berhad and MBf Capital Berhad.
Additional information:
He does not have any conflict of interest with the Company.
In August 2003, he was appointed as Executive Director He has not been convicted of any offences within the past 5 years
of Metroplex Berhad before he left in March 2006 to join nor has he been imposed of any public sanction or penalty by the
Malaysia Land Properties Sdn. Bhd. where he served as relevant regulatory bodies during the financial year.
VELAYUTHAN
DATUK KELVINA/L
TAN KIM
AIK PEN
SONG
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director
Male 69 Malaysian
Velayuthan a/l Tan Kim Song was appointed as are currently and actively pursuing rejuvenation efforts
an Independent Non-Executive Director of TSH on for the coconut industry of the Solomon Islands, through
24 November 2023. Currently, he also serves as a member rehabilitation and replanting programmes & introduction of
of the Audit Committee. coco-technology, whilst initiating for a second and similar
set up in East Malaysia.
He has a Diploma in Management from the Malaysian
Institute of Management in 1983. He does not have any family relationship with any Director
and/or major shareholder of the Company.
He served Multi-Purpose Holdings Berhad for 5 years
before joining IJM Corporation Berhad in 1985. In 1994,
he was appointed as Group General Manager and later as
Additional information:
Executive Director in 1997 and Managing Director in 2003.
He does not have any conflict of interest with the Company.
He was appointed as Group Executive Director of IJM He has not been convicted of any offences within the past 5 years
Corporation Berhad from 2001to 2003. He was the catalyst nor has he been imposed of any public sanction or penalty by the
& spearheaded the listing of IJM Plantations Berhad on relevant regulatory bodies during the financial year.
the Bursa Malaysia Securities Berhad in 2003. He was the
Chief Executive Officer and Managing Director of IJM
Plantations Berhad in 2004 and retired in 2010. He was
later appointed as Chief Executive Officer to complete the
Group’s Indonesian plantation development.
PAUL LIM
DATUK KELVIN
JOO HENG
TAN AIK PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director
Male 68 Singaporean
Paul Lim Joo Heng was appointed as an Independent Non- from 2000 to 2006, he was the Group General Manager
Executive Director of TSH on 1 March 2023. and Chief Financial Officer of Choo Bee Metal Industries
Berhad (“CBMI”), a steel product manufacturing company
He obtained his professional accounting qualification from listed on the Kuala Lumpur Stock Exchange (now known as
the Association of Chartered Certified Accountants (ACCA), Bursa Malaysia Securities Berhad).
United Kingdom.
He also has experience in managing oil palm plantations
He started his career with KPMG (then known as Peat owned by the major shareholders of CBMI. His plantation
Marwick Mitchell & Co) in Singapore in 1978. While in management experience also includes approximately 6
public practice, he has gained experience in auditing both years with North Borneo Plantations Sdn. Bhd. from 1986
private and public companies in a wide range of industries to 1992 where he served as Finance Director.
including plantations, manufacturing services and financial
institutions. He was also employed as Group Financial Controller/
Company Secretary of TSH from 1993 to 1998.
He presently holds the position of Chief Investment Officer
of CM Energy Tech Co. Ltd. (“CM Energy”) which from He does not have any family relationship with any Director
2009 till 2019, he served as Group Chief Financial Officer. and/or major shareholder of the Company.
CM Energy is an Offshore & Marine engineering and
service provider listed on the Hong Kong Stock Exchange.
In his current position as Chief Investment Officer with the
Additional information:
CM Energy Group, in addition to leading the investment
He does not have any conflict of interest with the Company.
function, he also undertakes key roles in chartering and sale He has not been convicted of any offences within the past 5 years
of Offshore Marine Vessels and management of offshore nor has he been imposed of any public sanction or penalty by the
asset contracts for oil rigs and offshore service vessels. relevant regulatory bodies during the financial year.
Male 63 Malaysian
Tan Aik Kiong is the Group Executive Director of TSH. He is a brother of Datuk Kelvin Tan Aik Pen and Dato’ Aik
He was appointed to the Board of Directors of TSH on Sim, Tan.
25 November 1987. He sits on the boards of various
subsidiaries, and jointly-controlled companies of TSH and
holds directorship in other private limited companies. He
Additional information:
is currently the Managing Director of Innoprise Plantations
He does not have any conflict of interest with the Company.
Berhad, a company listed on the Main Market of Bursa He has not been convicted of any offences within the past 5 years
Malaysia Securities Berhad. nor has he been imposed of any public sanction or penalty by the
relevant regulatory bodies during the financial year.
He holds a Masters Degree in Civil Engineering, majoring
in Construction Management, from the University of
Oklahoma, United States of America.
LIM FOOK
DATUK KELVIN
HIN
TAN AIK PEN
Non-Independent
Chairman and Co-Founder
Non-Executive Director
Non-Independent
Non-Executive Director
Male 74 Malaysian
Lim Fook Hin was appointed as an Executive Director He does not have any family relationship with any Director
of TSH on 9 May 1997. On 1 February 2016, he was and/or major shareholder of the Company.
re-designated as a Non-Independent Non-Executive
Director. Currently, he serves as a member of the Audit
Committee, Remuneration Committee and Nomination
Additional information:
Committee. He also sits on the boards of some of the
He does not have any conflict of interest with the Company.
subsidiaries of the TSH Group and holds directorship in He has not been convicted of any offences within the past 5 years
other private limited companies. nor has he been imposed of any public sanction or penalty by the
relevant regulatory bodies during the financial year.
He is a member of the Malaysian Institute of Certified Public
Accountants. After qualifying as a member of the Institute
of Chartered Accountants in England and Wales, he joined
Coopers & Lybrand as an Audit Senior in 1976 and was
transferred to Coopers’ management consultancy services
in 1977. He joined the Commonwealth Development
Corporation (“CDC”) in 1978 and was seconded to
Sarawak Oil Palm Sdn. Bhd. as Company Secretary.
FONG GING PANG Fong Ging Pang joined TSH in 2010 and was appointed as General Manager, Finance
on 1 January 2022.
General Manager, Finance
He started his working career in a management service company in 1988. Prior to
joining the Company, he was the Assistant General Manager of Finance in a public
listed company.
He does not hold any directorships in public companies and listed issuers. He has no
family relationship with any Director and/or major shareholder of the Company. He
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.
WONG MAY FUN Wong May Fun is an Associate Member of the Malaysian Institute of Chartered
Secretaries and Administrators (MAICSA).
Company Secretary
She was appointed as the Company Secretary of TSH on 1 January 2023 overseeing
the corporate secretarial functions of TSH Group including its joint-venture companies.
She has more than 30 years of experience in corporate secretarial practice. Prior to
joining TSH, she was the Company Secretary of a few public companies listed on the
Main Board of Bursa Malaysia Securities Berhad, which include amongst others, Fraser
Female 54 Malaysian & Neave Holdings Bhd, UEM Sunrise Berhad and Sunrise Berhad.
She does not hold any directorships in public companies and listed issuers. She has no
family relationship with any Director and/or major shareholder of the Company. She
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. She has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.
WONG TWEE Wong Twee Jong joined the Group on 16 July 2008 as Senior Manager and was
promoted to become General Manager, Strategic Planning & Operations on 1 January
JONG 2020. He holds a Bachelor’s Degree in Finance and Investments and a Master’s Degree
in Accounting from the City University of New York, Baruch College, USA.
General Manager, Strategic
Planning & Operations Prior to joining the Company, he held senior positions in a few public listed companies
overseeing corporate finance and accounting functions and was responsible for the
execution and implementation of corporate restructuring, mergers and acquisitions
and fund raising exercises.
He does not hold any directorships in public companies and listed issuers. He has no
Male 58 Malaysian
family relationship with any Director and/or major shareholder of the Company. He
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.
NG KOK AUN Ng Kok Aun was appointed as General Manager, Group Human Resources on
2 February 2021. He obtained his B. Education Hons in TESL from the University
of Southampton, United Kingdom and his Post Graduate Certificate in Business
General Manager,
Administration from the University of Leicester, United Kingdom.
Group Human Resources
Prior to joining the Company, he was the Executive Vice President of a multinational
organizational. He has 25 years of experience in human resources.
He does not hold any directorships in public companies and listed issuers. He has no
Male 48 Malaysian family relationship with any Director and/or major shareholder of the Company. He
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.
SUHAIMI BIN Suhaimi bin Suwiti was appointed as General Manager, Mill Operations on 1 March
2020. He obtained his BEng (Hons) in Electrical & Electronic Engineering from the
SUWITI University of Malaya, Malaysia.
General Manager,
Mill Operations Prior to joining the Company in 2005, he was an Engineer attached to a few palm oil
mills in IOI group. He has 23 years of experience in palm oil milling. He also holds a
few competency certificates endorsed by local authorities.
He does not hold any directorships in public companies and listed issuers. He has no
family relationship with any Director and/or major shareholder of the Company. He
Male 48 Malaysian
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.
Choong Wei Choong Wei Theng is a member of the Malaysian Institute of Accountants. She
obtained her professional accounting qualification from the Association of Chartered
Theng Certified Accountants (ACCA), United Kingdom.
General Manager, Centralised
Finance She has been with TSH Group since 2011 and was appointed as General Manager,
Centralised Finance on 1 January 2022. She has over 20 years of experience in
auditing, accounting, taxation, treasury and business information system. She started
her career as an auditor and has subsequently served in a few public and private
companies prior to joining TSH Group.
Female 53 Malaysian
She does not hold any directorships in public companies and listed issuers. She has
no family relationship with any Director and/or major shareholder of the Company.
She has no conflict of interest with the Company and has no conviction for offences
within the past 5 years. She has not been imposed with any public sanction or penalty
by the relevant regulatory bodies during the financial year.
GOH KIAN YIN Goh Kian Yin joined the Group as Regional Financial Controller on 4 January 2016.
He holds a Bachelors Degree in Accounting from La Trobe University, Australia and is a
member of CPA Australia.
Regional Financial Controller
His work experience spans more than 20 years in several public listed and multinational
companies in corporate finance, accounting, and taxation within various industries. Prior to
joining the Company, he held senior positions in the finance division of GMG Global Ltd., a
Singapore based integrated natural rubber producer, with primary focus on the production
and supply of premium natural rubber products to the European, American and Asian
markets. He was responsible for leading the development and execution of the GMG
Male 44 Malaysian
Group’s long-term strategy for its operation in Africa and Indonesia. He has previously
served as Director in IMC Plantation Group of Companies in Indonesia. He started his
career with RSM International in Malaysia.
He does not hold any directorships in public companies and listed issuers. He has no family
relationship with any Director and/or major shareholder of the Company. He has no conflict
of interest with the Company and has no conviction for offences within the past 5 years.
He has not been imposed with any public sanction or penalty by the relevant regulatory
bodies during the financial year.
LAM KAH KUAN Lam Kah Kuan was appointed as General Manager, Mill on 1 September 2023. He
obtained his Diploma in Marine Engineering from Politeknik Ungku Omar, Malaysia and
General Manager, Mill Diploma in Oil Palm Milling Technology & Management (Distinction) from Malaysian Palm
Oil Board, Malaysia. He is a Certified Steam Engineer from Jabatan Keselamatan Dan
Kesihatan Pekerjaan, Malaysia.
Prior to joining the Company, he was a General Manager of Taner Industrial Technology
(M) Sdn. Bhd. and has held various senior roles in similar field, extensively in the oil palm
Male 49 Malaysian industry with major players such as Kuala Lumpur Kepong Berhad, Rimbunan Hijau Group
and Royal Golden Eagle (Indonesia). He has altogether 26 years of working experience in
palm oil mill operation and project.
He does not hold any directorships in public companies and listed issuers. He has no family
relationship with any Director and/or major shareholder of the Company. He has no conflict
of interest with the Company and has no conviction for offences within the past 5 years.
He has not been imposed with any public sanction or penalty by the relevant regulatory
bodies during the financial year.
The Board is therefore, committed to high standards of corporate governance and business practices. Accordingly, the
Board has adopted TSH Corporate Governance Guidelines (“TSH CG Guidelines”) to assist the Board in the exercise of
its responsibilities. The TSH CG Guidelines and the Board Charter which includes the terms of reference (“TOR”) of the
Board Committees, provide the framework for corporate governance at TSH. The Board periodically reviews the TSH CG
Guidelines, the Board Charter along with the TOR of the Board Committees to ensure their relevance.
The Board is pleased to present this Statement, an overview of TSH’s corporate governance practices during the financial
year with reference to the following three Principles, which are set out in the Malaysian Code on Corporate Governance 2021
(“Code”):
Principle A
Principle B
Principle C
This Statement should be read together with the Corporate Governance Report (“CG Report”), which elaborates further
on the detailed application of each practice set out in the Code. The CG Report is available on the Company’s website at
www.tsh.com.my.
The Board has overall responsibility for overseeing the effective management and control of the Group on behalf of
TSH’s shareholders and supervising executive management’s conduct of the Group’s affairs within a controlled authority
framework, which is designed to enable all aspects of operation are prudently and effectively assessed and monitored.
The Board has adopted a schedule of matters reserved to it for decision, the details of which are set out in the Board
Charter. A copy of the Board Charter is available on TSH’s website at www.tsh.com.my.
The Board is guided by the Board Charter, which sets out the Board’s roles, powers, duties and functions. The structure
of the Board ensures that no individual or a group of individuals dominates the Board’s decision-making process.
The Board is supported by the Audit Committee, Nomination Committee and Remuneration Committee. Each Board
Committee has its defined TOR, which are available on the Company’s website.
Board of Board
Directors Committees
Group
Managing
Director Audit Committee Nomination Committee Remuneration Committee
Sustainability
Steering Internal Audit Integrity Unit
Committee
There is a clear distinction between the roles and responsibilities of the Board, Chairman and Group Managing Director,
which are set out in the TSH CG Guidelines. The Board determines the strategic objectives and policies of the Group for
delivering sustainable value and long-term success. It ensures effective leadership through oversight on management
and robust monitoring of performance and governance in the Group.
The respective roles of the Chairman and the Group Managing Director are clearly defined in order to promote
accountability and facilitate division of responsibilities between them and as a mechanism for checks and balances. The
Board believes that the separation of the roles and responsibilities of the Chairman and the Group Managing Director
ensures appropriate balance of power and authority. The Chairman leads the Board by setting the tone at the top and
managing Board effectiveness that focuses on strategy, governance and compliance. The Group Managing Director
focuses on the business, organisational effectiveness and day-to-day management of the Group. He also executes the
Board’s decisions and strategic policies, and leads the management executives to oversee the operations of TSH Group.
The Board retains full and effective control of the Company. Matters specifically referred to the Board for approval
include, inter-alia reviewing and approving corporate proposals, strategic plans and annual budgets, matters relating
to sustainability and climate change, acquisitions and disposals of undertakings and properties of a substantial value,
major investments and financial decisions and changes to the management and control structure within the Group,
including key policies and procedures and delegated authority limits.
The Board delegates some of its function to the Board Committees, which operate within their clearly defined TOR
with a view to assisting the Board in the fulfillment of its responsibilities. Chairmen of the respective Board Committees
report to the Board with a recommendation on the matters considered at the meetings of the Board Committees. In
addition, minutes of meetings of the Board Committees are circulated to all Board members to keep them abreast of
the actions and decisions taken by the Board Committees.
The Board plays an active role in the development of the Group’s strategic plan with a view to maximising shareholder
value and promoting sustainability. The role includes reviewing and commenting on the Group’s strategic plan prepared
by management along with providing final approval for the plan. In conjunction with this, the Board also reviews and
approves the annual budget for the ensuing year and monitors management’s implementation and performance of the
agreed strategic plan.
The Board carries out periodic review of the achievements by the various operating segments against their respective
business targets to determine whether these divisions are efficiently managed. Financial statements are reviewed by the
Board before being released to the public through Bursa LINK and SGXNet.
Some of the matters considered by the Board in relation to strategic priorities are disclosed in the CG Report.
Company Secretary
The Board is supported by an in-house qualified Company Secretary who is a member of the Malaysian Institute of
Chartered Secretaries and Administrators (MAICSA), suitably experienced and competent. The Company Secretary
ensures that the Directors are provided with sufficient information and time to prepare for Board meetings. She also
prepares minutes of meetings in a timely manner and provides advisory services to the Board on corporate administration
and governance matters including compliance with relevant laws, rules and regulations.
All Directors have access to the advice and services of the Company Secretary, whose appointment and removal is a
matter for the Board, to whom the Company Secretary is directly accountable.
The Directors have access to all information within the Company, whether as a full board or in their individual capacity,
to the extent that the information required is pertinent to the discharge of their duties as Directors.
For each meeting of the Board and Board Committees, the meeting papers are, to the extent feasible, provided/made
available five working days prior to each meeting so that Directors have sufficient time to read and understand the
information and obtain further information, clarification or explanation, where necessary. Adequate time is allocated for
Directors to raise other matters that are not covered by the formal agenda.
The Board has also put in place a procedure for Directors, whether as a full Board or in their individual capacity, to take
independent professional advice at the Company’s expense, if necessary. Details of such procedure are disclosed in the
TSH CG Guidelines.
Management will make all information readily available to professional advisers and make themselves available to such
advisers, if requested in order to facilitate the effective solution of the Director’s concerns. The findings of the advisers
will then be put before the Board for determination of any action that may be required by the Company.
Management may, from time to time, be requested to attend Board meetings to present and provide additional
information on matters being discussed and to respond to any queries that the Directors may have.
Code of Ethics
The Board is guided by a high standard of ethical conduct in accordance with the Group’s Code of Conduct and Ethics.
The Board is ultimately responsible for the implementation of this Code of Conduct and Ethics.
The Board has delegated to the Nomination Committee the responsibility to administer this Code of Conduct and
Ethics. The procedures set out in the TSH CG Guidelines are disclosed in the CG Report.
TSH has a Code of Ethics governing the employees. The provisions set out in the Code of Ethics ensure compliance
with laws and regulations, sound employment practices, confidentiality and privacy. It also includes amongst others,
provisions on conflicts of interest, anti-bribery and the protection and proper use of TSH’s assets and resources. To tackle
new challenges, this Code of Ethics has been expanded to include anti-corruption and money laundering provisions.
Whistle-Blowing Policy
The Board has put in place a Whistle-Blowing Policy that outlines the principles underpinning the policy and procedures.
The Group’s Whistle-Blowing Policy was last reviewed and updated in February 2024.
This policy aims to encourage the reporting of any misconduct, wrongdoings, corruption and instances of fraud, waste,
and/or abuse involving the resources of the Group, in good faith, with the confidence that stakeholders making such
reports will, to the extent possible, be protected from reprisal. The Group is committed to absolute confidentiality and
fairness in relation to the matters raised.
Taking cognisance of the introduction of corporate liability by the Malaysian Anti-Corruption Commission (Amendment)
Act 2018, the Group has taken various proactive actions to strengthen the Group’s internal processes and practices
during the financial year under review in order to ensure that it has adequate procedures in place to prevent persons
associated with the Group from undertaking corrupt conduct.
TSH Group always believes in being open and transparent in conducting its business. With this also comes TSH Group’s
commitment to operating in an ethical and responsible manner, accompanied by the highest standards of integrity and
compliance with laws and regulations.
As the Group reinforces its principle towards zero tolerance approach to bribery and corruption in all its forms, an
ABC Policy has been put in place by the Board. This ABC Policy has been developed as part of TSH Group’s Anti-
Bribery Management System, which has been designed to help prevent, detect and address bribery and corruption, by
establishing a culture of integrity, transparency and compliance.
TSH has further enhanced its ABC Policy by developing the Gifts and Hospitality Policies and Procedures setting out
the quantitative guidance for acceptable standard and to maintain high level of integrity in the conduct of TSH Group’s
businesses.
The ABC Policy and the Gift and Hospitality Policies and Procedures had been distributed to all employees within the
Group for awareness. During the financial year under review, training and communication in respect of anti-bribery and
corruption along with gifts and hospitality had been carried out for directors and employees of the Group.
The Board will review the ABC Policy once in every three years or as and when necessary, to assess its effectiveness and
ensure that the ABC Policy is kept abreast with the relevant developments in the legislation as well as evolving industry
and international standards. The ABC Policy was last reviewed and updated in February 2024, and is available on the
Company’s website at www.tsh.com.my for reference.
The Internal Audit Department is tasked with the responsibilities aimed at fortifying the Group’s procedural framework
by examining staff claims for validity and compliance, reviewing donations through budgetary reviews and alignment
with the Limits of Authority, as well as examining authorisations for gifts, hospitality, and donations against prescribed
limits. This oversight responsibility also ensures proper transaction-recording for effective monitoring and evaluation,
assuring the Group’s high standards of corporate conduct against bribery and corruption.
An Integrity Unit has been established by the Company to oversee day-to-day responsibilities for implementing the
ABC Policy of TSH Group.
TSH Group’s zero-tolerance on, and compliance with, anti-bribery and corruption practices are also communicated to
all its business associates at the onset of relationship with them and repeated or reinforced as appropriate thereafter.
Governing Sustainability
The Board together with senior management is responsible for the governance of sustainability in the Company
including the setting of the Company’s sustainability strategies, priorities and targets. The sustainability governance
framework, the Group’s strategies, priorities and targets and their performance against the set targets are disclosed in
the Sustainability Report of TSH Group, which is set out in this Annual Report.
The Board is kept abreast on the sustainability issues which are relevant to the TSH Group through regular updates
from the Group Managing Director, who is in turn supported by the Environmental, Social and Governance (“ESG”)
Department led by the Head of ESG. The Head of ESG is assisted by a Sustainability Steering Committee.
Currently, the Board consists of nine members, five Independent Non-Executive Directors including one female Director,
two Non-Independent Non-Executive Directors, one of whom is the Chairman and two Executive Directors, including
Group Managing Director.
11%
22%
Non-Independent 56%
Non-Executive
Directors
22% 89%
Executive
Directors Female
Directors
Independent
Non-Executive Male
Directors Directors
The Board composition complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) (“Listing Requirements”), which requires a minimum of two Directors or one-third of the board of directors,
whichever is the higher, to be independent directors and one director to be a woman. Its composition also complies
with Practice 5.2 of the Code stating that at least half of the board comprises independent directors.
The Board comprises a majority of Non-Executive Directors, and the Independent Directors are able to exercise
strong independent judgement and provide checks and balances to the Board with their unbiased and independent
views, advice and judgement in all Board deliberations. The composition of the Board continues to provide the Group
with a wealth of knowledge and experience to draw from a comprehensive mix of skills including financial, technical,
accountancy, audit, human resource, business, sustainability, investment and management expertise, which is important
for the continued successful direction of the Group.
The Board, through its Nomination Committee, reviews annually the size, composition and diversity of the Board and
Board Committees together with the skills and core competencies of the members, to ensure an appropriate balance
and diversity of skills and experience. The Board and the Nomination Committee have upon their annual assessment,
concluded that the current Board size and composition of a balanced mix of skills, knowledge and experience in the
business and management fields are appropriate and adequate to enable the Board to carry out its responsibilities in
an effective and efficient manner.
Independent Non-Executive Directors play a crucial role in bringing objectivity to the decisions made by the Board. They
provide independent judgement, experience and objectivity without being subordinated to operational considerations.
They help to ensure that the interests of all stakeholders are taken into account and that the relevant issues are subjected
to objective and impartial consideration by the Board.
All Independent Directors are required to assess their level of independence annually by completing an annual
assessment of the independence of Independent Directors for submission to the Nomination Committee for review
and assessment. The Chairman of the Nomination Committee shall then report the findings and/or recommendations
to the Board.
For the financial year under review, each of the five Independent Non-Executive Directors had provided an annual
confirmation of his/her independence to the Board based on the policy on criteria for assessing independence in line
with the definition of “independent directors” prescribed by the Listing Requirements. The Nomination Committee and
the Board had assessed the five Independent Non-Executive Directors of the Company, namely Dato’ Jasmy bin Ismail,
Natasha binti Mohd Zulkifli, Yap Boon Teck, Velayuthan a/l Tan Kim Song and Paul Lim Joo Heng and were satisfied with
the level of independence demonstrated by all the Independent Directors and their ability to act in the best interest of
the Company. Each Independent Director has retained their independence throughout the tenure and had not in any
circumstances formed any association with management that might compromise their ability to exercise independent
judgement.
The Board believes that the interests of all stakeholders are best served if its composition includes a blend of experience
and tenure among Directors. The Board is of the view that the ability of long serving independent directors to remain
independent and to discharge their duties with integrity and competency should not be measured solely by tenure of
service or any pre-determined age. Instead, Directors’ health, attitude, integrity, ability for dispassionate discourse,
business knowledge or judgement, and the discharge of their duties and responsibilities in the best interest of TSH
Group, are also valid criteria to determine their independence and effectiveness. Their long service should not affect
their independence as they are independent-minded and they continue to provide the necessary checks and balances
in the best interest of the Company.
Dato’ Jasmy bin Ismail, an Independent Non-Executive Director and the Senior Independent Director of the Company
has served beyond nine years. The Board intends to retain the services of Dato’ Jasmy as an Independent Non-Executive
Director and will seek the annual shareholders’ approval through a two-tier voting process at the forthcoming annual
general meeting.
The Board has through the Nomination Committee undertaken the relevant assessment and recommended that Dato’
Jasmy be retained as an Independent Non-Executive Director premised on the following justifications:
Diversity
The Board acknowledges the importance of Board diversity, including gender, ethnicity, age and business experience,
to the effective functioning of the Board. While it is important to promote such diversity, the normal selection criteria
of a Director, based on an effective blend of competencies, skills, extensive experience and knowledge in the areas
identified by the Board should remain a priority in order not to compromise on the effectiveness in carrying out the
Board’s functions and duties.
While the Board does not have a specific policy on setting targets for women candidates and ethnicity, the Board will
as best as it can, ensure that its composition not only reflects the diversity as recommended by the Code but also
has the right mix of skills and balance to contribute to the achievement of the Group’s goals. The Board, through
the Nomination Committee, will evaluate and match the criteria of future potential nominees to the Board as well as
considering boardroom diversity.
The Board, through the Nomination Committee will continue to review the balance, experience and skills of the Board,
paying attention to the Board’s gender diversity.
The Company also does not have a specific policy on setting targets for women representation in the senior management
due to the nature of its primary business. It practises equal employment opportunities for all qualified individuals to
create a workforce that is fair and inclusive, and seeks to retain and attract the best people to do the job. Besides, the
Company rewards and promotes employees based on assessment of individual performance, capability and potential
and is committed to providing opportunities that allow individuals to reach their full potential irrespective of individual
background or difference.
A formal and transparent procedure has been established for appointment of new Directors to the Board. The
Nomination Committee is empowered to identify and recommend suitable Directors to fill new positions created by
expansion and vacancies arising from resignation, retirement or any other reasons.
Selection of candidates to be considered for appointment as Directors is facilitated through recommendations from:
(a) the Group Managing Director, other Directors or shareholders for executive position;
(b) Non-Executive and/or Independent Directors or non-major controlling shareholders for non-executive position;
and/or
(c) external parties including the Company’s contacts in related industries as well as independent sources such as
women directors’ registry.
A comprehensive and independent assessment of the candidates will be conducted by the Nomination Committee
without any influence from the major controlling shareholder, Group Managing Director or Executive Director.
In considering candidates as potential Directors, the Nomination Committee, while taking into account the current
and future needs of the Company, boardroom diversity and other required soft attributes for Directors, also takes into
account the following criteria:
Time Commitment
The Board has adopted a policy whereby all its Board members are required to notify the Chairman of the Board before
accepting any new directorship and to indicate the time expected to be spent on the new appointment.
A schedule of meetings of the Board and Board Committees for the entire financial year is prepared in advance and
tabled to the Board and Board Committees for approval before the commencement of a new financial year to enable
the Directors to plan ahead and allocate time in their respective schedules.
During the financial year, the Board met six times, whereat it deliberated and considered various matters among others,
including the Group’s financial performance, environmental, social and governance matters, corporate proposals,
annual budget, changes to the Board and Board Committees and risk management policy. Details of the attendance of
each Board member are as follows:
No. of Meetings
Attendance
Name Held Attended Percentage
All the Directors of the Company have complied with the Listing Requirements for not holding more than five
directorships in listed issuers at any given time.
Directors’ Training
All Directors receive a comprehensive briefing on first appointment, with subsequent updating as necessary. They were
also provided with a Directors’ manual containing amongst others, the background information on TSH Group, TSH CG
Guidelines and other relevant policies for their reference.
All Directors had attended the Mandatory Accreditation Programme (MAP). They are regularly updated on the Group’s
businesses and the competitive and regulatory environment in which the Group operates. The Board, through the
Nomination Committee, had undertaken an assessment of the training needs of each Director for the financial year
under review and concluded that all Board members have vast experience and extensive knowledge in managing
the core business of the Group. Nonetheless, the Directors are encouraged to attend various training to effectively
discharge their duties as Directors.
For the financial year under review, the Directors except for Velayuthan a/l Tan Kim Song who was appointed to the
Board on 24 November 2023, had attended various training either collectively or individually, the details of which are
set out in the CG Report. In view of Velayuthan Tan’s appointment near the end of the financial year, he was unable to
make it to attend any training.
Nomination Committee
Currently, the Nomination Committee comprises two Independent Non-Executive Directors and one Non-Independent
Non-Executive Director, and is chaired by the Senior Independent Director. During the financial year under review, the
following changes to the composition of the Nomination Committee took place:
The Nomination Committee is responsible for reviewing the Board’s succession plans and training for Directors and
assessing the effectiveness of the Board and Board Committees. The TOR of the Nomination Committee is available on
the Company’s website at www.tsh.com.my.
Annual Assessment
The Board has adopted a formal process to be carried out by the Nomination Committee for reviewing its own
effectiveness and that of the Board Committees and individual Directors and assessing the independence of the
Independent Directors. The process will also take into account the fulfillment of the Board Charter and the respective
TORs of the Board Committees. Details of the evaluation process and criteria are disclosed in the CG Report.
The results of the annual assessment of the Board and Board Committees for the financial year under review revealed
that there were no items evaluated with a rating of two or below (needs improvement or weak) or exceptional matters
being brought up by the Directors. The Board and Board Committees had carried out their duties well and amicably
and the functioning of the Board and Board Committees remain highly effective. The Board agreed that the Board as a
whole, the Board Committees and all Directors had performed well for the financial year under review.
The Nomination Committee was also satisfied with the existing composition of the Board and Board Committees, and
was of the view that with the current mix of skills, knowledge, experience and strength of the Directors, the Board and
the respective Board Committees are able to discharge their duties effectively.
The Directors who are due for retirement and re-election pursuant to Clause 100 of the Company’s Constitution are
Tan Aik Kiong, Lim Fook Hin and Yap Boon Teck. For the purpose of determining the eligibility of the said Directors
to stand for re-election pursuant to Clause 100 of the Company’s Constitution at the forthcoming annual general
meeting (“AGM”) of the Company, the Board had through the Nomination Committee assessed their performance and
contribution. Besides, the aforesaid retiring Directors were also assessed by the Nomination Committee Chairperson
based on TSH Group Directors’ Fit and Proper Policy. According to the results of the respective Directors’ performance
and fit and proper evaluations conducted, the Board is satisfied with the Directors’ performance and the level of
contribution to the Board through their knowledge, skills and commitment as well as their abilities to act in the best
interest of the Company. In addition, the Independent Director standing for re-election has also provided his annual
declaration/confirmation of independence. Premised on this, the Board has accepted the Nomination Committee’s
recommendation for their re-election at the forthcoming AGM of the Company.
With respect to the re-election of Velayuthan a/l Tan Kim Song as a Director pursuant to Clause 97 of the Company’s
Constitution, the Nomination Committee and the Board are of the view that Velayuthan Tan should be given the
opportunity to contribute to the Company before conducting any evaluation on him as he was newly appointed to
the Board on 24 November 2023. Therefore, the Nomination Committee and the Board support the re-election of
Velayuthan Tan as a Director. Velayuthan Tan has provided his declaration/confirmation of independence.
The Nomination Committee shall continue to review the overall composition of the Board, in terms of appropriate
size, skills, experience and qualification, paying attention to the Board’s gender diversity and number of Independent
Directors.
The Nomination Committee held two meetings during the financial year under review, and all the members of the
Nomination Committee attended the meetings. At the said meetings, the Nomination Committee discussed inter-alia
the following matters:
(a) reviewed and recommended the appointment of Paul Lim Joo Heng as an Independent Non-Executive Director;
(b) reviewed the required mix of skills and experience and core competencies of Non-Executive Directors;
(c) reviewed the assessment results of the effectiveness of the Board and Board Committees and the performance of
individual Directors;
(e) reviewed and recommended the re-election of Directors who were due for retirement at the Company’s annual
general meeting in May 2023;
(f) assessed the independence of Independent Directors and reviewed their annual confirmation on independence,
and was satisfied that the Independent Directors continued to exercise independent and objective judgement
and acted in the interest of the Company and its stakeholders;
(g) evaluated the training needs of Directors and noted the training attended by Directors;
(h) reviewed and recommended the appointment of Velayuthan a/l Tan Kim Song as an Independent Non-Executive
Director;
(i) reviewed and recommended the appointment of Dato’ Jasmy bin Ismail as the Senior Independent Director in
place of the retiring Senior Independent Director, Selina binti Yeop Junior @ Lope; and
(j) reviewed and recommended changes to the composition of the Board Committees.
The Board has in place a formal Remuneration Policy and Procedures for Directors and senior management
(“Remuneration Policy”). The Remuneration Policy establishes a formal and transparent procedure for developing a
structure for the remuneration of Directors and senior management of the Company with the objective of supporting
and driving business strategy and the long-term interests of the Company.
The Board, through the Remuneration Committee, will conduct a periodic review of the criteria to be used in
recommending the remuneration package of Directors and senior management to ensure that it is in line with current
market practices and needs. The Remuneration Policy is available on the Company’s website at www.tsh.com.my.
Remuneration Committee
Currently, the Remuneration Committee comprises two Independent Non-Executive Directors and one Non-
Independent Non-Executive Director. During the financial year under review, the following changes to the composition
of the Remuneration Committee took place:
The Remuneration Committee’s primary responsibility is to recommend to the Board the remuneration of the Executive
Directors and senior management staff in all its forms, drawing from outside advice as necessary.
The Remuneration Committee assists the Board in developing a policy on remuneration of Directors to attract and
retain Directors and ensure that rewards and remuneration packages are commensurate with each of their expected
responsibilities and contribution to the growth and long-term profitability of the Company.
The remuneration of the Executive Directors is structured on the basis of linking rewards to corporate and individual
performance. The Executive Directors play no part in deciding their own remuneration and the Directors concerned
shall abstain from all discussion pertaining to their remuneration.
The level of remuneration for Non-Executive Directors reflects the experience and level of responsibilities. The Board
as a whole determines the remuneration package of Non-Executive Directors. The annual Directors’ fees payable to
Non-Executive Directors are subject to shareholders’ approval at AGM based on the recommendation of the Board.
Additional allowances are paid to certain Non-Executive Directors in accordance with the number of meetings of the
Board Committees attended during the financial year.
The Board approved the recommendation of the Remuneration Committee to seek shareholders’ approval at the AGM
in May 2024 for payment of Directors’ Fees of RM281,077 for financial year 2023 and for payment of Directors’ benefits
of up to an aggregate amount of RM2,200,000 for the duration from the date immediately after the AGM of the
Company in May 2024 to the date of the next AGM of the Company in 2025.
The Remuneration Committee had also reviewed the remuneration packages of the Group Managing Director,
Executive and Non-Executive Directors as well as senior management. For good corporate governance practice, the
Remuneration Committee had also undertaken the review of the remuneration packages of the directors at subsidiaries
level and an employee who is connected to a Director of the Company. The proposed salary structure was considered
by the Remuneration Committee and subsequently approved by the Board for implementation.
Details of the remuneration of the Directors of the Company for the financial year under review are disclosed in the
CG Report.
The Remuneration Committee convened three meetings during the financial year under review and all the members of
the Remuneration Committee attended the meetings.
Audit Committee
The Audit Committee currently comprises four members, all of whom are Non-Executive Directors with a majority of them
being Independent Directors. The Audit Committee is chaired by an Independent Non-Executive Director who is not the
Chairman of the Board. None of the Audit Committee members were former audit partners who are required to observe a
cooling-off period of at least three years before being appointed in accordance with the TOR of the Audit Committee.
The Audit Committee has a key role in the oversight of the effectiveness of the risk management and internal control systems
of the Company. Its key function is to assist the Board to assess the risks and control environment, oversee the financial
reporting process, evaluate the internal and external audit process, and review any related party transactions and conflict of
interest situations along with the measures taken to resolve, eliminate or mitigate such conflicts. The roles and responsibilities
of the Audit Committee are governed by its TOR, which is periodically assessed, reviewed and updated as and when there
are changes to the regulatory requirements and direction or strategies of the Company that may affect the Audit Committee’s
role. The term of office and performance of the Audit Committee and each of its members are reviewed annually by the Board
through the Nomination Committee, to ensure that the Audit Committee and its members have carried out their duties in
accordance with the TOR of the Audit Committee.
The Audit Committee is authorised by the Board to investigate any matter within its TOR and to have the resources in order
to perform its duties and responsibilities as set out in its TOR. The Audit Committee’s TOR is available on the Company’s
website at www.tsh.com.my, and its report is set out in the ensuing pages of this Annual Report.
The Company’s financial statements for the year ended 31 December 2023 are prepared in accordance with the provisions
of the Companies Act 2016 and applicable financial reporting standards in Malaysia. The Board is responsible to ensure that
the financial statements give a true and fair view and balanced and understandable assessment of the state of affairs of the
Company and of the Group. The Statement of Directors’ Responsibilities in respect of the preparation of the annual audited
financial statements is set out in the ensuing page of this Annual Report.
The Audit Committee assists the Board to review the adequacy and integrity of the Group’s financial administration and
reporting, internal control and risk management systems.
During the financial year under review, the Audit Committee reviewed the Company’s quarterly results and annual financial
statements prior to recommending them for the Board’s approval and for release to the public through Bursa LINK and
SGXNet.
The Head of Finance presented the Company’s quarter-to-quarter and year-to-date financial performance against budget as
well as performance of each business segment during meetings. Assurance had also been provided to the Audit Committee
that adequate processes and controls were in place for an effective and efficient financial statement close process, that
appropriate accounting policies had been adopted and applied consistently and that the relevant financial statements gave
a true and fair view of the state of affairs of the Group.
In addition, the Head of Internal Audit also undertook an independent assessment of the system of internal control and
assured the Audit Committee that no material issue or major deficiency had been noted, which would have posed a high risk
to the overall system of internal control under review.
The Board through the Audit Committee maintains a formal and transparent relationship with the Company’s external
auditors. The external auditors are invited to attend the Audit Committee meetings and AGMs and are available to answer
shareholders’ questions on the conduct of the statutory audit and the preparation and content of their audit report.
The Audit Committee undertakes annual independent assessment of the external auditors, the details of which are disclosed
in the CG Report. The Audit Committee continually reviews and approves the nature and extent of non-audit services provided
to the Group by the external auditors to ensure that external auditors’ independence and objectivity are safeguarded.
The external auditors have presented their Annual Transparency Reporting and provided written assurances to the Audit
Committee on their independence.
Overall, the Audit Committee was satisfied with the suitability of BDO PLT as external auditors of the Company and certain
subsidiaries within the Group based on the quality of audit services and sufficiency of resources provided by them.
The Board recognises the importance of risk management and internal controls in the overall management process. It is
responsible for maintaining a sound system of risk management and internal controls to safeguard shareholders’ investment
and the Company’s assets, and is supported by the Audit Committee to ensure that the risks in the Group are identified and
managed with appropriate risk management system.
The Board has established framework and policies to ensure that risk management and internal controls across the various risk
classes are managed within the risk appetite set by the Board. To ensure their continuous effectiveness, the framework and
policies are reviewed periodically, and when there are significant regulatory changes. Risk management is an on-going process
facilitated by Internal Audit. The assessments together with mitigating measures are presented to the Audit Committee on a
quarterly basis for deliberation.
The Company has put in place a comprehensive system of internal control, which is embodied within the Standard Operating
Procedures covering financial controls, operational and compliance controls and risk management. The Company will continue
to review, add on or update the system to be in line with the changes in the operating environment. The Board seeks regular
assurance on the continuity and effectiveness of the internal control system through independent appraisals by the internal
and external auditors. Information on the Group’s internal control and risk management are presented in the Statement on
Risk Management and Internal Control set out in the ensuing pages of this Annual Report.
In addition to routine business, the Audit Committee through the Internal Audit Function, actively reviews:
The Company has established an adequately resourced in-house Internal Audit Function which reports directly to the Audit
Committee. The Head of the Internal Audit Function communicates regularly with the members of the Audit Committee, and
he is invited to attend meetings of the Audit Committee. Internal Audit activities, all of which are risk-based, are performed
by a team of appropriate, qualified and experienced employees. Further information on Internal Audit Function is set out in
the Audit Committee Report of this Annual Report and the CG Report.
Stakeholder Engagement
TSH Group is committed to engaging all stakeholders in a timely, effective and transparent manner. The Group has established
a comprehensive website at www.tsh.com.my, which includes a dedicated section on Investor Relations, to support its
communication with the investment community. Investors’ enquiries can be directed to the Company via email at ir@tsh.com.my.
Stakeholders who wish to reach out to the respective divisions of the Group, can do so through the ‘Contact’ section of the
Company’s website.
The stakeholders whose activities could have a significant impact on TSH Group’s business are carefully identified and are
engaged at various platforms and intervals throughout the year. A variety of engagement initiatives including direct meetings
and dialogues with community are constantly conducted. The Group also actively seeks solutions to grievances and disputes
through negotiations and other due processes. There is a dedicated “Sustainability” section on the Company’s website to
address any enquiries or grievances relating to sustainability issues. A summary of the stakeholder engagements is disclosed
in the Sustainability Report 2023.
The Company’s Corporate Disclosure Policy is designed to ensure the timely and equal release of material price-sensitive
information to the market. This policy establishes the procedures to ensure that Directors and employees are aware of the
Company’s disclosure obligations and procedures, and have accountability for the Company’s compliance with those obligations.
The Company has also put in place the precautions to be observed in order to keep the information completely confidential.
The Board is mindful that information which is expected to be material must be announced immediately.
The Company maintains a website at www.tsh.com.my for shareholders and the public to access information on amongst
others, the Company’s background, business activities and products, annual reports, corporate responsibility, shareholders’
rights, updates on its various news and events and financial performance. In addition, the Board has also established a
dedicated section for corporate governance on the Company’s website where information on among others, Board Charter,
shareholders’ rights, Code of Conduct and Ethics, Whistle-Blowing Policy and Directors’ Fit and Proper Policy can be accessed.
The Board also encourages other channel of communication with shareholders. For this purpose, shareholders and other
stakeholders may convey their concerns relating to the Company to the Senior Independent Director, Dato’ Jasmy bin Ismail.
At all times, shareholders may contact the Company Secretary for information relating to the Company.
AGM is the principal forum for dialogue with shareholders, who are given the opportunity to enquire and seek clarification on
the operations and financial performance of the Group. Hence, the Board encourages shareholders to attend and participate
in the AGM and any general meetings of the Company. Barring any unforeseen circumstances, all Directors have always used
their best endeavours to attend general meetings. The respective Chairmen of the Audit Committee, Nomination Committee
and Remuneration Committee are also available at general meetings to provide meaningful response to any question raised
by shareholders.
On 23 May 2023 and 28 August 2023, the Company held its 43rd AGM and Extraordinary General Meeting (“EGM”) on a
fully virtual basis. The conduct of the fully virtual 43rd AGM and EGM were in compliance with the Company’s Constitution,
which allows general meetings to be held using any technology or electronic means. The Company adopted an online
remote voting for the conduct of poll on all resolutions. All shareholders were briefed on the voting procedures via a short
video presented by the poll administrator. The Chairman of the Board, the other Board members, the Head of Finance, the
Company Secretary along with the external auditors, advisers and solicitors where required, attended the Company’s 43rd
AGM and EGM virtually.
In line with Practice 13.1 of the Code, the Notice of the 43rd AGM was issued at least 28 days before the AGM.
At the 43rd AGM and EGM, shareholders were given the opportunity to seek clarification on all the agenda items for approval
at the meetings before the resolutions were put to vote. It has always been the practice of the Chairman to provide ample
time for the Question & Answer session at general meetings and for suggestions and comments given by shareholders to be
noted by management for consideration. Where it is not possible to provide immediate answers to shareholders’ enquiries,
the Board will undertake to provide the answer after the meeting via email.
An independent scrutineer was appointed to validate all the votes cast. The poll results were announced by the Chairman and
displayed on the screen before the closure of the 43rd AGM and EGM. The poll results were also announced by the Company
via Bursa LINK on the same day for the benefit of all shareholders. The respective minutes of the 43rd AGM and EGM were
published on the Company’s website within 30 business days from the meetings.
The Board acknowledges the importance of environmental, social and governance (“ESG”) factors being embedded as
part of how the businesses within TSH group are run. The Group has completed a comprehensive assessment of its material
sustainability matters, which also include climate change risks. The Group has enhanced its governance structure relating to
sustainability, to ensure that the Board provides sufficient oversight over sustainability matters and through the Sustainability
Steering Committee, actions are actively being pursued throughout the organisation to continuously progress the Group’s
sustainability agenda. Additionally, TSH has adopted a Group Sustainability Policy, which sets the tone on how the Group
operates its businesses. With the assistance of a Sustainability Steering Committee, the ESG team aims to drive the ESG
agenda more aggressively across the Group, and this include the Group’s decarbonisation efforts. The ESG team has made
significant progress at this front by completing the Group Corporate Greenhouse Gas Inventory based on the Greenhouse
Gas Protocol, Corporate Accounting and Reporting Standard, for the years 2019 – 2023. From there, TSH Group shall
establish its baseline and targets, towards reducing its carbon footprint from all the business activities within the Group.
Presently, the Board does not have a formal policy on gender diversity. The Board is of the opinion that it is important to
recruit and retain the best available talent, taking into account the mix of skills, experience, knowledge and independence,
and based on the Group’s needs and operating environment. Going forward, gender diversity will continue to be one of the
factors to be considered in evaluating prospective candidates when board vacancy arises.
This Statement has been reviewed and approved by the Board of Directors on 22 February 2024.
Set out below is the Board’s Statement on Risk Management and Internal Control which outlines the nature and state of
internal control of the Group during the year under review, and up to the date of this Annual Report.
Board Responsibility
The Board affirms its overall responsibility for the establishment of the Group’s system of internal control as well as
periodically reviewing its adequacy and integrity to safeguard shareholders’ investments, customers’ interests and Group
assets. However, such a system can only reduce but not eliminate the possibility of poor judgment in decision making,
human error, occurrences of unforeseeable events and circumvention of controls by employees. Accordingly, such a system
can be expected to provide only reasonable but not absolute assurance against material misstatement, operational failures
and fraudulent activities. The concept of reasonable assurance also recognises that the cost of control procedures should
not exceed the expected benefits.
Risk management is regarded by the Board as an important aspect of the Group’s operations with the objective of maintaining
a sound system of internal control to ensure that the Group’s assets are well protected and shareholders’ value is enhanced.
TSH has established an Enterprise Risk Management framework. The framework provides a structured approach towards
identifying, measuring, managing, monitoring and reporting key risks affecting the Group’s business operations. Key risks
identified are assessed for their likelihood and impact should the risks materialise. Upon identifying, assessing and prioritizing
the risks, steps have to be taken to mitigate them. These procedures are subjected to review periodically to cater for process
changes and changing risks.
Within the framework, the Board retains the overall risk management responsibility by performing risk oversight and delegate
day-to-day decisions to the Group Managing Director and Senior Management team. Besides, the Group Internal Auditors
also independently examine and verify the risk management framework for its completeness and reliability.
As an on-going compliance effort with regard to Section 17A of the Malaysian Anti-Corruption Commission (Amendment)
Act 2018, management ensures that continuing refresher courses and exams are being rolled out. These courses act as a
reminder for the initial anti-bribery training provided.
Broadly, the Group focuses on managing two types of risks, strategic and operational. Strategic risks are caused by events
that are external to the Group, but have a significant impact on its strategic decisions or activities. These are dealt with by
the Board.
Operational risks are inherent in the activities within the different business units or subsidiaries of the Group. These risks are
the responsibility of the various business units or department heads. However, the Group impresses on all its employees that
everyone at TSH Group is responsible for good risk management. In addition, Internal Audit facilitates the risk management
process through identification, evaluation, mitigating and reporting key risk on a quarterly basis.
As part of operational cost management, emphasis is placed on generating higher estate and oil yields by utilising
improved planting materials, driving higher productivity of workers, and site specific agro-management inputs. TSH
continuously improvises by fine-tuning/upgrading existing mechanisation processes and explores new mechanisation
initiatives to further increase productivity and reduce labour. Palm oil mills by-products were applied to fields to further
improve the field yields and optimise the use of fertilisers. Prudent measures are in place through the budgeting
process and continuous monitoring to manage costs.
Sustainability
At TSH, a robust commitment to sustainability is integrated in our businesses and operations, serving as a cornerstone
for long-term resilience and growth. Our key stakeholders, including customers, regulators, financiers, and investors,
have elevated expectations in sustainability. Governed by the Board and supported by the Sustainability Steering
Committee (“SSC”), TSH’s sustainability efforts involve crafting ESG strategies, ensuring policy compliance, and tracking
target achievements. The SSC actively monitors sustainability initiatives through dedicated task forces, reflecting our
commitment to responsible and enduring business practices in alignment with evolving stakeholder expectations.
Weather conditions
Extreme weather, including both drought (El Nino) and prolonged rainy seasons (La Nina) may adversely impact estate
operations and yield. Prolonged dry weather brought on by El Nino causes moisture stress in palms and can lead
to crop reduction in the medium and longer terms. On the other hand, prolonged rainy seasons may also affect the
progress and effectiveness of field maintenance programmes as well as hamper harvesting and logistic activities. In
addition, weather conditions also affect the success rate of pollination which play a major role in oil palm yield. This
include the transfer of pollens from the male and to the female flowers that leads to successful fruit formation.
TSH Group has implemented several measures to alleviate problems associated with unfavourable weather conditions
i.e. floods and dry weather. For example, to mitigate issues arising from floods, the Group has adopted measures to
construct bunds and water gates in low lying areas. During the dry weather, fire patrols are constantly on guard and on
the look-out for any potential fire hazards and all palm oil mills and housing quarters are equipped with fire fighting
equipment as an emergency safety measure. Fire fighting training was conducted jointly with government agencies in
all units in ensuring preparedness during the dry weather. Socialisation was carried out with local community on the fire
hazard and potential damages to the environment.
Competing mills
TSH Group sources its supplies of fresh fruit bunches (“FFB”) from its oil palm plantation, private estates and smallholders
who have estates situated near the Group’s palm oil mills. The Group has a long history of sourcing FFB from out growers
and in the process has built close rapport with them. Nonetheless, moving forward, TSH Group will be undertaking
more planting in Indonesia to boost the supply of FFB for its own mills. Our FFB production will also increase in the
coming years as our immature area comes into harvesting and young matured area reaches peak yielding age.
Labour force
TSH Group respects, supports and upholds fundamental human rights, and does not engage in any form of illegal,
forced, bonded or human trafficking and shall take appropriate measures to prevent the use of such labour in connection
with its operations.
The Group is committed to absorb all employer’s percentage of related recruitment fees. Employment of child is
prohibited within TSH Group’s operations. Remedial actions with appropriate follow-up actions shall be imposed if any
child labour is spotted in order to protect the welfare of the child.
TSH Group adopts measures to ensure the retention of efficient employees by providing formal training, standard
operating procedures, competitive remuneration, housing and amenities and a harmonious working environment. The
well-being of our employees has always been our utmost priority. We constantly emphasise on the importance of safety
and health, as well as a conducive working and living environment for our employees and their families. Over the years,
we have been steadfast in taking concrete steps to upgrade and conduct regular maintenance of our existing housing
facilities while constructing additional houses to meet ongoing requirements.
The Group is currently in the process of mechanising certain field operations to reduce dependency on labour. To date,
the Group has not encountered any serious labour shortage or any significant labour dispute that could cause a major
disruption in its daily operations. In addition, the Group has also appointed experienced estate managers to manage
the estates.
There are two ways to curb the outbreak of pests and diseases in oil palm plantations, either organically or chemically.
As we strive to minimise the usage of chemical, we have opted for non-chemical measures such as planting of beneficial
plants to attract predators of insect pests, use of baits and natural predators of rodents, such as barn owls. The Group
has also introduced Integrated Pest Management system for early detection of pest incidents and control. Pesticides will
only be utilised in case of major outbreak. In addition, the Group also provides continuous education to its employees
on the latest pest control methods, adopting and implementing good field hygiene and integrated pest management
practices. Since the commencement of the Group’s business operations, we have not experienced any outbreak of pest
infection that has a significant impact on its daily operations. The Group has engaged a Visiting Advisor to monitor and
improve the Pest Management Practice in all estates. SOP on planting of beneficial plants is in place and implemented
in all estates.
Internal Controls
The process is periodically reviewed by the Board through the Audit Committee and is guided by the publication –
Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by the Taskforce on
Internal Control.
The key processes that the Directors have established with regards to the system of internal control are as follows:
• Clearly documented standard operating procedures covering key processes are adopted. These established
procedures define the level of authorities and lines of responsibilities from operating units up to the Group corporate
level to ensure accountabilities for risk management and control activities.
• Corporate policy on zero tolerance pertaining to fraud and criminal breach of trust.
• Comprehensive budgeting and forecasting system are established. Each operating unit submits a budget annually
for approval by the Board. The actual results are reported, analysed and monitored against the budget.
• Comprehensive management and financial information are provided to the Board to facilitate decision making.
• Regular Board and Management meetings to assess the Group’s performance and continually monitor the adequacy
and integrity of the internal control framework.
• Group Internal Audit function is established to assist in providing assurance on the effectiveness of the internal
control system within the Group. Internal auditors conduct regular visits to review the effectiveness of the control
procedures in place and to ensure accurate and timely financial management reporting.
• The Group’s internal audit department reports directly to the Audit Committee. Upon conducting reviews on the
system of internal control and effectiveness of processes that are in place, internal audit reports are prepared and
presented to the Audit Committee on a quarterly basis or earlier, as appropriate.
• The internal audit function adopts a risk-based approach and prepares its audit plan based on the risk profiles
of the key business units of the Group after taking into consideration input of Senior Management and the Audit
Committee.
• Internal audit department also conducts subsequent follow-up review to ensure Management has dealt with audit
recommendations and taken appropriate actions satisfactorily.
The external auditors have performed limited assurance procedure on the Statement on Risk Management and Internal
Control pursuant to the scope set out in Audit Assurance and Practice Guide 3 (“AAPG 3”), Guidance for Auditors on
Engagements to report on the Statement on Risk Management and Internal Control included in the Annual Report issued
by the Malaysia Institute of Accountants for inclusion in the Annual Report of the Group for the year ended 31 December
2023, and reported to the Board that nothing has come to their attention that causes them to believe the Statement
on Risk Management and Internal Control 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 Guidelines, nor is the Statement on
Risk Management and Internal Control factually inaccurate.
AAPG 3 does not require the external auditors to consider whether the Directors’ Statement on Risk Management and
Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s
risk management and internal control system including the assessment and opinion by the Directors and management
thereon. The report from the external auditors was made solely for, and directed solely to the Board in connection with
their compliance with the Listing Requirements of Bursa Malaysia Securities Berhad and for no other purposes or parties.
The external auditors do not assume responsibility to any person other than the Board in respect of any aspect of this
Statement.
Conclusion
The Board has reviewed the adequacy and effectiveness of the risk management and internal control system through the
above activities and is not aware of any significant weaknesses or deficiencies in the Group’s risk management and internal
control practices for the year under review and to the date of this Statement.The Board has also obtained assurance from
the Group Managing Director and the Head of Finance Department that the risk management and internal control system
is in place and operating effectively.
This Statement on Risk Management and Internal Control does not cover associate and joint ventures where the internal
control systems of these companies are managed by the respective management teams.
This Statement has been reviewed and approved by the Board of Directors on 22 February 2024.
The Board of Directors (“Board”) is pleased to present the following report on the Audit
Committee and its activities for the financial year ended 31 December 2023.
Currently, the Audit Committee comprises four Non-Executive Directors, a majority of whom are Independent Directors, and
is chaired by an Independent Non-Executive Director. During the financial year under review, the following changes to the
composition of the Audit Committee took place:
The Audit Committee held five meetings during the financial year under review to discharge its duties and responsibilities.
Attendance of the members of the Audit Committee is as follows:
No. of Meetings
Attendance
Name Held Attended Percentage
During the financial year, the Audit Committee had engaged on a continuous basis with senior management, Head of Internal
Audit and the external auditors to keep abreast of matters and issues affecting the Group. The Audit Committee Chairman
reported to the Board, matters of significant concern that raised by the internal auditors and external auditors and presented
the Audit Committee’s recommendations to the Board for approval.
The Company Secretary acts as the secretary to the Audit Committee. Minutes of meetings are distributed electronically to
the members of the Audit Committee on a timely manner for their review. Minutes of meetings are also circulated to the
Board for notation. The Audit Committee may request for clarification or raise comments before the minutes are tabled for
confirmation. The minutes are signed by the Chairman of the meeting.
Terms of Reference
The Audit Committee is responsible for amongst others, reviewing and monitoring the system of internal control and audit
process and ensuring that the Company’s financial statements comply with the applicable financial reporting standards as this
is integral to the reliability of the financial statements.
The Audit Committee is governed by its terms of reference which will be periodically reviewed and updated. The terms of
reference of the Audit Committee is available on the Company’s website at www.tsh.com.my.
An assessment of the performance and effectiveness of the Audit Committee was undertaken by the Board through the
Nomination Committee for the financial year ended 31 December 2023. The Audit Committee was assessed based on the
following six key areas, and the Board was satisfied that the Audit Committee and its members had carried out their duties
and functions in accordance with terms of reference of the Audit Committee:
Training
For the financial year under review, the members of the Audit Committee except for Velayuthan a/l Tan Kim Song who was
appointed to the Audit Committee on 24 November 2023, had attended various webinars either collectively or individually,
the details of which are set out in the CG Report.
Summary of Activities
The summary of key activities undertaken by the Audit Committee during the financial year is provided as follows:
During the financial year, the Audit Committee reviewed the unaudited quarterly financial statements and annual
audited consolidated financial statements to ensure compliance with the Malaysian Financial Reporting Standards
(“MFRS”), IFRS Accounting Standards (“IFRS”), the requirements of the Companies Act 2016 and Paragraph 9.22
including Appendix 9B of the Listing Requirements, focusing particularly on changes in or implementation of major
accounting policy changes, significant and unusual events and significant adjustments resulting from the audit.
The Audit Committee’s recommendations were presented at the respective Board meetings held subsequently for approval.
To safeguard the integrity of financial statements of TSH, the Head of Finance had given assurance to the Audit
Committee that:
(a) adequate processes and controls were in place for an effective and efficient financial statements close process;
(b) appropriate accounting policies had been adopted and applied consistently;
(c) the relevant financial statements gave a true and fair view of the state of affairs of TSH Group;
(d) the going concern basis applied in the annual financial statements and condensed consolidated financial
statements was appropriate; and
(e) prudent judgements and reasonable estimates had been made in accordance with the requirements set out in the
MFRS, IFRS and Listing Requirements.
2. External Audit
During the financial year under review, the Audit Committee had three meetings and two private sessions with external
auditors, BDO PLT. The private sessions were held without the presence of the Executive Directors, management and
internal auditors. The Audit Committee reviewed with BDO PLT matters relating to the audit of the statutory accounts,
audit report and recommendations made by them in their management letter and the adequacy of management’s
responses thereto. The Audit Committee also reviewed the non-audit services provided by BDO PLT and the aggregate
fees paid to them, taking into consideration the process and requirements including the fee threshold established under
the policy, and was satisfied that the non-audit services were not likely to create any conflicts of interest or impair the
independence and objectivity of the external auditors.
During the private sessions held with BDO PLT, the Audit Committee discussed the audit findings and other observations
that the external auditors had during their audit process. There were no major concerns raised by the external auditors
at the said private sessions.
In March 2023, the Audit Committee evaluated the performance of the external auditors based on four key areas,
namely quality of service, sufficiency of resources, communication with management and independence, objectivity and
professionalism. The Audit Committee assessed the performance of the lead engagement partner and his engagement
team based on the private sessions held between the Audit Committee and the external auditors. The Audit Committee
had also invited management to join the assessment as they had substantial contact with the external audit team
throughout the year. Being satisfied with the external auditors’ performance, technical competency, audit independence,
adequacy of experience and resources of the firm as well as active engagement during the audit process, the Audit
Committee recommended to the Board the reappointment of BDO PLT as the external auditors of the Company for
shareholders’ approval. At the last annual general meeting held on 23 May 2023, the shareholders had approved the
reappointment of BDO PLT as the auditors of the Company.
In November 2023, the Audit Committee reviewed the audit plan for financial year 2023 prepared by BDO PLT outlining
their scope of work, audit approach which includes the procedures to be performed by the external auditors during
their annual visits to the Group’s estates/mills/power plants/palm oil refinery, deliverables and proposed fees for the
statutory audit and non-statutory audit. The Audit Committee had also reviewed and discussed the key audit matters
(“KAMs”), the details of which are reflected in the financial statements set out in this Annual Report.
The external auditors had provided written confirmations of their independence to the Audit Committee that they
are and have been independent throughout the conduct of the audit engagement in accordance with the terms of all
relevant professional and regulatory requirements.
A similar evaluation on the performance of BDO PLT was carried out by the Audit Committee in April 2024 and the
Audit Committee recommended the reappointment of BDO PLT as the external auditors of the Company for the
financial year ending 31 December 2024.
The Audit Committee shall continue to review the KAMs raised by the external auditors as part of its focus areas for
2024 in addition to its routine business.
3. Internal Audit
The Audit Committee reviewed and approved the annual internal audit plan for 2023 having regard to the adequacy of
scope and coverage of the activities of the Group. The Internal Audit Team conducted the audit activities based on the
internal audit plan approved by the Audit Committee.
The Head of Internal Audit attended meetings of the Audit Committee and presented on, inter-alia, summaries of the
internal audit reports issued, audit recommendations provided by the internal auditors and management’s response
thereto and corrective actions taken by management on audit issues raised by the internal auditors.
The Audit Committee also reviewed the performance evaluation of the internal audit members, and was satisfied with
the performance of the Internal Audit Function.
All recurrent related party transactions entered into by the Group were reviewed by the Audit Committee to ensure
that they were conducted on an arm’s length commercial term and rate. Reporting system and procedures were also
reviewed to ascertain that the established guidelines and procedures have been complied with.
5. Other Matters
The Audit Committee reviewed and evaluated the questionnaires completed by the Head of Finance on information
relating to risk and control environment of the Group. With the assistance of the Internal Audit Function which reports
directly to the Audit Committee, the Audit Committee completed its review of the adequacy and effectiveness of the
Group’s systems of internal control and reported its findings and recommendations to the Board. The Audit Committee
was satisfied that the controls in place are adequate and functioning properly to address the risks. The Audit Committee
was also satisfied with the assurance provided by the Head of Internal Audit that no material issue or major deficiency
had been noted which would have posed a high risk to the overall system of internal control under review.
In relation to the proposal to declare a first and final single-tier dividend for the financial year 2023, the Audit Committee
reviewed the dividend proposed by management by taking into account the Company’s profits, cash flows and capital
investment requirements. The Audit Committee also reviewed the solvency tests undertaken by the management, and
was satisfied with the results, which showed that the Company is able to pay its debts as and when the debts become
due within 12 months after the distribution of said dividend, pursuant to Section 132(3) of the Companies Act 2016.
Accordingly, the Audit Committee resolved to recommend the declaration of the first and final single-tier dividend for
financial year 2023 for the Board’s approval.
The Statement on Risk Management and Internal Control and the Audit Committee Report for inclusion in this Annual
Report were reviewed by the Audit Committee prior to Board’s approval.
The Internal Audit Function of TSH Group reports directly to the Audit Committee. It assists the Audit Committee in the
discharge of its duties and responsibilities. The key role of the Internal Audit Function is to provide independent and objective
assurance designed to add value and assist the Group in accomplishing its objectives by bringing a systematic and disciplined
approach to evaluate and improve the effectiveness of risk management, control and governance processes.
The internal audit activities, all of which are risk-based, were established after taking into consideration the key business units
of the Group and input from senior management and the members of the Audit Committee.
Every quarter, the Internal Audit Function submits a report on its audit findings and recommendations to the Audit Committee
for review and deliberation at meeting. The Head of Internal Audit attends the quarterly meetings to present the internal
audit findings and makes appropriate recommendations on areas of concern within the Company and the Group.
For the financial year under review, the activities undertaken by Internal Audit Function were amongst others, the following:
(a) developed an annual internal audit plan using a risk-based approach, taking into consideration the key business units
of the Group and input from senior management and the members of the Audit Committee;
(b) provided independent assessment and objective assurance over the adequacy and effectiveness of risk management
and internal control processes via structured reviews of units and operations identified in the annual internal audit plan;
(c) provided independent and objective reviews of the adequacy and relevance of internal controls enforced to mitigate
the risk exposures;
(d) ascertained the level of compliance with established policies and procedures of the Company; and
(e) recommended improvements and enhancements to the existing system of internal controls and work procedures/
processes.
The total cost incurred in managing the Internal Audit Department in respect of the financial year 2023 was RM691,000.
The Directors are required by the Companies Act 2016 (“Act”) to prepare financial statements for the financial year which give
a true and fair view of the financial positions of the Group and of the Company as at 31 December 2023 and of their financial
performance and cash flows for the year then ended.
• made judgements and estimates that are reasonable and prudent; and
• prepared the annual audited financial statements in accordance with applicable Financial Reporting Standard in
Malaysia, the provisions of the Act and the Listing Requirements.
The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose with
reasonable accuracy at any time the financial position of each company and which enable them to ensure that the financial
statements comply with the provisions of the Act.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and the Company to
prevent and detect fraud and other irregularities.
1. Utilisation of Proceeds
On 4 April 2022, PT Bulungan Citra Agro Persada (“BCAP”), a 90%-owned subsidiary of TSH Resources Berhad, PT
Kawasan Industri Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) had entered into a
conditional sale, purchase and compensation of land agreement (“CSPA”) for the proposed disposal by BCAP of 13,214.90
hectares of certificated land together with the 683.36 hectares of uncertified land adjoining thereto (collectively referred to
as “Sale Land”) for a total cash consideration of IDR 2,428.86 billion (equivalent to approximately RM731.09 million).
On 8 August 2022, the disposal of 7,817.36 hectares of certificated land was completed.
On 18 January 2023, the disposal of 574.56 hectares of uncertified land was completed.
On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.
As at 29 March 2024, total proceeds raised from the disposal was RM457.5 million, which were fully utilised by the
Group as follows:
Proposed Actual
utilisation utilisation Balance
Details of Utilisation RM’000 RM’000 RM’000
The amount of fees paid or payable to the external auditors and its affiliates in relation to the audit and non-audit
services rendered to the Company and the Group for the financial year ended 31 December 2023 are as follows:
Group Company
RM’000 RM’000
3. Material Contracts
During the financial year under review, save as disclosed in the aforesaid section on Utilisation of Proceeds and the next
section on Recurrent Related Party Transactions, there were no other material contracts entered into by the Company
and/or its subsidiaries involving Directors’ and major shareholders’ interests which were still subsisting at the end of the
financial year or if not then subsisting, entered into since the end of the previous financial year.
At the last AGM of the Company held on 23 May 2023, the Company had obtained a mandate from its shareholders
(“Shareholders’ Mandate”) to allow the Company and/or its subsidiaries to enter into Recurrent Related Party
Transactions of a Revenue or Trading Nature (“Recurrent Transactions”). In accordance with Paragraph 10.09(2)(b) of the
Listing Requirements, details of the Recurrent Transactions conducted during the financial year ended 31 December
2023 pursuant to the Shareholders’ Mandate are as follows:
Aggregate
value of
transactions
made during
Nature of the financial
Name of Related Class of Recurrent year
Companies Parties Related Party Transactions RM
TSH Plantation TSH-Wilmar TSH-W is a joint venture company in which Sale of 229,410,531
Sdn. Bhd. Sdn. Bhd. TSH Resources Berhad (“TSH”) holds 50% crude
(“TSHP”) and (“TSH-W”) equity interest. Datuk Kelvin Tan Aik Pen is a palm oil
TSH Plantation (Buyer) Director and substantial shareholder of TSH.
Management He was a director of TSH-W. Tan Aik Kiong
Sdn. Bhd. is a Director and shareholder of TSH and
(“TSHPM”) also holds directorships in TSHP, TSHPM and
(Seller) TSH-W. Dato’ Aik Sim, Tan is a Director and
shareholder of TSH. Dato’ Aik Sim, Tan is a
person connected to Datuk Kelvin Tan Aik Pen
and Tan Aik Kiong.
Directors’ Report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2023.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and forest plantation. The principal activities of the subsidiaries
are primarily involved in investment holding, oil palm cultivation and processing, generation and supply of electricity from
biomass plants, forest plantation, manufacture and sales of cocoa products and downstream wood products and other related
business activities. The principal activities and details of the subsidiaries are stated in Note 23 to the financial statements.
There have been no significant changes in the nature of these activities of the Group and of the Company during the financial
year.
RESULTS
Group Company
RM’000 RM’000
Attributable to:
Owners of the Company 95,112 13,838
Non-controlling interests 30,713 -
125,825 13,838
DIVIDENDS
Dividends paid, declared or proposed by the Company since the end of the previous financial year were as follows:
Company
RM’000
On 22 February 2024, the Directors declared a first and final single-tier dividend of 2.5 sen per ordinary share in respect
of the financial year ended 31 December 2023 to shareholders whose names appear in the Record of Depositors of Bursa
Malaysia Depository Sdn. Bhd. and The Central Depository (Pte) Limited (“CDP”) at the close of business on 23 April 2024.
The financial statements for the current financial year do not reflect this dividend. The dividend will be accounted for in equity
as an appropriation of retained earnings in the financial year ending 31 December 2024.
Directors’ Report
There were no material transfers to or from reserves or provisions during the financial year other than the net foreign currency
translation gain amounted to RM86,193,000 taken up in statements of changes in equity.
The Company did not issue any new shares and debentures during the financial year.
TREASURY SHARES
At the Annual General Meeting held on 23 May 2023, the shareholders of the Company by an ordinary resolution renewed
the mandate given to the Company to repurchase up to ten per centum (10%) of its own ordinary shares.
As at 31 December 2023, the Company had 1,629,000 ordinary shares held as treasury shares with a carrying amount of
RM1,467,000.
The Company did not repurchase any of its issued ordinary shares from the open market during the financial year.
No options were granted to any person to take up unissued shares of the Company during the financial year.
DIRECTORS
The Directors who have held office during the financial year and up to the date of this report are as follows:
Tan Aik Pen Paul Lim Joo Heng (Appointed on 1 March 2023)
Tan Aik Sim Tan Aik Kiong
Dato’ Jasmy Bin Ismail Lim Fook Hin
Natasha Binti Mohd Zulkifli Chew Siew Yeng (Retired on 23 May 2023)
Yap Boon Teck Selina Binti Yeop Junior @ Lope (Resigned on 24 November 2023)
Velayuthan A/L Tan Kim Song (Appointed on 24 November 2023)
Pursuant to Section 253(2) of the Companies Act 2016 in Malaysia, the Directors of the subsidiaries of TSH Resources Berhad
during the financial year and up to the date of this report are as follows:
DIRECTORS’ REPORT
DIRECTORS (continued)
Pursuant to Section 253(2) of the Companies Act 2016 in Malaysia, the Directors of the subsidiaries of TSH Resources Berhad
during the financial year and up to the date of this report are as follows (continued):
* Ceased his office due to winding of the subsidiary during the financial year.
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in ordinary shares of the Company
and of its related corporations during the financial year ended 31 December 2023 as recorded in the Register of Directors’
Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in Malaysia were as follows:
Indirect interests:
Tan Aik Kiong 27,125 - - 27,125
Lim Fook Hin 500,000 - - 500,000
Directors’ Report
By virtue of Section 8(4)(c) of the Companies Act 2016 in Malaysia, Tan Aik Pen is also deemed to be interested in the ordinary
shares of all the subsidiaries to the extent that the Company has an interest.
None of the other Directors in office at the end of the financial year had any interest in the ordinary shares of the Company
or its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit
(other than those benefits included in the aggregate amount of remuneration received or due and receivable by the Directors
as shown in 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 other than deemed benefits arising from related party transactions entered into in the ordinary course of business as
disclosed in Note 43 to the financial statements.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the
object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.
DIRECTORS’ REMUNERATION
Directors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:
Group Company
RM’000 RM’000
Executive:
Salaries and bonus 4,510 4,448
Other emoluments 722 715
Total Executive Directors’ remuneration (excluding benefits-in-kind) 5,232 5,163
Estimated money value of benefits-in-kind 284 284
Total Executive Directors’ remuneration (including benefits-in-kind) 5,516 5,447
Non-Executive:
Fees 358 281
Salaries 2,730 -
Other emoluments 1,757 1,454
Total Non-Executive Directors’ remuneration (excluding benefits-in-kind) 4,845 1,735
Estimated money value of benefits-in-kind 303 303
Total Non-Executive Directors’ remuneration (including benefits-in-kind) 5,148 2,038
Total Directors’ remuneration 10,664 7,485
Directors’ Report
During the financial year, the Directors and Officers of the Group are covered by a Directors and Officers Liability Insurance
(“D&O Policy”) for any liability incurred in the discharge of their duties, subject to the terms of the D&O Policy. The amount
of insurance premium paid by the Company during the financial year was RM82,000.
There were no indemnity given to or insurance effected for the auditors of the Group and of the Company during the financial
year.
(a) Before the financial statements of the Group and of the Company were prepared, 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
provision for doubtful debts and had satisfied themselves that all known bad debts had been written off and
that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.
(b) 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 except
for the effects arising from gain on disposal of assets held for sale of the Group of RM27,604,000.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts
in the financial statements of the Group and of the Company inadequate to any material extent;
(ii) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate.
(i) there has not arisen any item, transaction or event of a material and unusual nature 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; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the
period of twelve (12) 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.
Directors’ Report
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the
financial year to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the
financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.
(a) On 4 April 2022, PT Bulungan Citra Agro Persada (“PT BCAP”), a 90% owned subsidiary of the Company entered
into a conditional sale, purchase and compensation of land agreement (“CSPA”) with PT Kawasan Industri Kalimantan
Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) for the proposed disposal by PT BCAP of
13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining thereto (collectively
referred to as “the Sale Land”) for a total cash consideration of IDR2,428.86 billion (or equivalent to approximately
RM731,090,000).
On 8 August 2022, the disposal of 7,817.36 hectares of the Sale Land was completed.
On 18 January 2023, the disposal for 574.56 hectares of the uncertified land was completed for cash consideration
amounted to RM28,717,000, which is subject to 2.5% tax on the cash consideration amounted to RM718,000 and this
has been recognised in administrative expenses within Statements of Comprehensive Income during the financial year.
The Group recorded a gain on disposal of RM27,604,000 in the financial statements.
On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.
The proposed disposal of the remaining of the Sale Land is expected to be completed within the next twelve (12)
months and has continued to be classified as assets held for sale.
(b) On 21 July 2023, the Company announced its intention to undertake a secondary listing of and quotation for its entire
issued ordinary shares on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) by way of
introduction (“Proposed Secondary Listing”).
On 26 September 2023, the Proposed Secondary Listing was completed following the listing of and quotation for the
entire issued share capital of the Company on the Main Board of the SGX-ST. The shares are and will continue to be
listed on the Main Market of Bursa Securities, which will remain as the primary stock exchange on which the shares
are listed.
AUDITORS
The auditors, BDO PLT (201906000013 (LLP0018825-LCA) & AF 0206), have expressed their willingness to continue in office.
Directors’ Report
AUDITORS’ REMUNERATION
Auditors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:
Group Company
RM’000 RM’000
Statutory audit
- BDO PLT 520 174
- Other auditors 349 -
Other services
- BDO PLT 544 539
1,413 713
...................................................... ......................................................
Tan Aik Sim Tan Aik Kiong
Director Director
Kuala Lumpur
1 April 2024
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 137 to 246 have been drawn up in accordance
with Malaysian Financial Reporting Standards, IFRS Accounting Standards and the provisions of the Companies Act 2016 in
Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023
and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.
...................................................... ......................................................
Tan Aik Sim Tan Aik Kiong
Director Director
Kuala Lumpur
1 April 2024
STATUTORY DECLARATION
I, Fong Ging Pang (CA 9024), being the officer primarily responsible for the financial management of TSH Resources Berhad,
do solemnly and sincerely declare that the financial statements set out on pages 137 to 246 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.
Before me:
Opinion
We have audited the financial statements of TSH Resources Berhad, which comprise the statements of financial position as at
31 December 2023 of the Group and of the Company, and the statements of comprehensive income, statements of changes
in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the
financial statements, including material accounting policy information, as set out on pages 137 to 246.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2023, and of their financial performance and cash flows for the financial year then ended
in accordance with Malaysian Financial Reporting Standards (“MFRSs”), IFRS Accounting Standards and the requirements of
the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”),
and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current financial year. These matters were addressed in the context of
our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
As at 31 December 2023, the Group had plasma receivables amounted to RM39,412,000, which was net of impairment
losses of RM13,485,000. The details of plasma receivables and its credit risks have been disclosed in Note 27(b)(ii) to
the financial statements.
We determined this to be a key audit matter because it requires management to exercise significant judgement in
determining the probability of default by plasma receivables, appropriate forward-looking information i.e. Gross
Domestic Product (“GDP”) and crude palm oil prices, significant increase in credit risk and estimated cash flows
recoverable in worst-case scenarios, taking into consideration the effects of increasing interest rate in Indonesia on the
discount rate.
Audit response
Our audit procedures, with the involvement of the component auditors, included the following:
(i) evaluated assessments performed by management and assessed adequacy of expected credit losses based on
expected cash flows recoverable from plasma receivables, which were derived from expectation of repayment
patterns from plasma receivables, either through funding from banks and/or cash flows through sales of fresh fruit
bunches;
(ii) assessed and evaluated reasonableness of discount rate used in calculating the present value of non-current
plasma receivables over their expected repayment period, taken into consideration the effects of increasing
interest rate in Indonesia on the discount rate;
(iii) recomputed the probability of default using historical data and forward-looking information adjustment, taken
into consideration the effects of increasing interest rate in Indonesia on discount rate applied by the Group;
(iv) assessed the appropriateness of the indicators of significant increase in credit risk applied by the management
and the resultant basis for classification of exposure into respective stages; and
(v) evaluated basis used by management in determining cash flows recoverable in worst-case scenarios, where
applicable, incorporating the effects of increasing interest rate in Indonesia on the discount rate.
As at 31 December 2023, non-trade amounts due from subsidiaries of the Company were RM206,902,000 which were
net of impairment losses of RM4,441,000 as disclosed in Note 27 to the financial statements.
We determined this to be a key audit matter because it requires management to exercise significant judgement in
determining the probability of default by subsidiaries, appropriate forward-looking information, significant increase
in credit risk and estimated cash flows recoverable in worst-case scenarios, taking into consideration the effects of
increasing Overnight Policy Rate (“OPR”) in Malaysia and interest rate in Indonesia, where applicable, on the discount
rates.
Audit response
(i) recomputed probability of default using historical data and forward-looking adjustment, taken into consideration
the effects of increasing OPR in Malaysia and interest rate in Indonesia, where applicable, on the discount rates
applied by the Company;
(ii) assessed the appropriateness of the indicators of significant increase in credit risk applied by the management
and the resultant basis for classification of exposure into respective stages;
(iii) evaluated basis used by management in determining cash flows recoverable in worst-case scenarios, where
applicable, incorporating the impact of increasing OPR in Malaysia and interest rate in Indonesia, where applicable,
on the discount rates; and
(iv) assessed actual loss events subsequent to the end of reporting period for its relationship with the indicators of
significant increase in credit risk applied by management.
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with MFRSs, IFRS Accounting Standards and the requirements of the Companies
Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to
enable the preparation of financial statements of the Group and of the Company that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability
of the Group and of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or
to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of the
Group and of the Company.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the ability of the Group or of the Company to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of
the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause
the Group or the Company to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have
not acted as auditors, are disclosed in Note 23 to the financial statements.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
...................................................... ......................................................
BDO PLT Lum Chiew Mun
201906000013 (LLP0018825-LCA) & AF 0206 03039/04/2025 J
Chartered Accountants Chartered Accountant
Kuala Lumpur
1 April 2024
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Continuing operations
Discontinued operations
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 19 1,277,756 1,256,556 52,842 53,449
Right-of-use assets 20 253,435 255,082 8,249 8,310
Biological assets 21 366,003 364,842 274,506 271,874
Intangible assets 22 44,319 50,350 - -
Investments in subsidiaries 23 - - 676,694 808,330
Investment in an associate 24 78,645 77,437 61,259 61,259
Investments in joint ventures 25 103,090 106,083 20,750 20,750
Deferred tax assets 26 473 6,026 - -
Other receivables 27 47,910 53,946 198,830 254,333
Investment securities 28 28,094 50 50 50
Derivative assets 32 717 - 717 -
2,200,442 2,170,372 1,293,897 1,478,355
Current assets
Biological assets 21 14,697 13,531 - -
Inventories 29 93,718 132,923 1,048 1,572
Trade and other receivables 27 36,214 39,725 11,418 49,164
Other current assets 30 5,320 6,432 216 797
Tax recoverable 17,995 8,789 1 18
Investment securities 28 1 1 1 1
Derivative assets 32 295 30 161 -
Short term funds 33 5,349 6,385 155 150
Cash and bank balances 34 250,138 375,580 31,207 42,362
423,727 583,396 44,207 94,064
Assets held for sale 35 220,853 205,510 - -
TOTAL CURRENT ASSETS 644,580 788,906 44,207 94,064
TOTAL ASSETS 2,845,022 2,959,278 1,338,104 1,572,419
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
LIABILITIES
Non-current liabilities
Loans and borrowings 39 110,963 164,860 110,963 164,860
Retirement benefits 40 22,982 17,324 - -
Lease liabilities 20 955 1,320 32 56
Deferred tax liabilities 26 86,973 86,555 3,468 1,508
221,873 270,059 114,463 166,424
Current liabilities
Loans and borrowings 39 191,157 394,251 119,294 193,736
Trade and other payables 41 123,475 142,158 126,127 210,106
Derivative liabilities 32 - 3,282 - 3,267
Lease liabilities 20 420 615 23 22
Current tax payable 2,816 16,855 - -
317,868 557,161 245,444 407,131
TOTAL LIABILITIES 539,741 827,220 359,907 573,555
TOTAL EQUITY AND LIABILITIES 2,845,022 2,959,278 1,338,104 1,572,419
Group
Balance as at 1 January 2023 2,132,058 1,900,839 740,512 (1,467) 1,416,700 (254,906) 9,630 (264,636) 100 - 231,219
Profit for the financial year 125,825 95,112 - - 95,112 - - - - - 30,713
Other comprehensive income/(loss)
Foreign currency translations 15(d) 96,886 86,193 - - - 86,193 - 86,193 - - 10,693
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
141
Attributable to owners of the Company
142
Non-distributable Distributable Non-distributable
Equity
attributable
to owners Foreign
of the Other currency Share of Non-
Equity, Company, Share Treasury Retained reserves, Capital translation associate controlling
total total capital shares earnings total reserve reserve reserve interests
2022 Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-distributable Distributable
Equity, Share Treasury Retained
total capital shares earnings
2023 Note RM’000 RM’000 RM’000 RM’000
Company
Balance as at 1 January 2023 998,864 740,512 (1,467) 259,819
Profit for the financial year 13,838 - - 13,838
Other comprehensive income for the
financial year, net of tax - - - -
Total comprehensive income for the
financial year 13,838 - - 13,838
Transactions with owners
Dividends paid on ordinary shares 18 (34,505) - - (34,505)
Total transactions with owners (34,505) - - (34,505)
Balance as at 31 December 2023 978,197 740,512 (1,467) 239,152
Non-distributable Distributable
Equity, Share Treasury Retained
total capital shares earnings
2022 Note RM’000 RM’000 RM’000 RM’000
Company
Balance as at 1 January 2022 1,035,832 740,512 (1,467) 296,787
Profit for the financial year 114,852 - - 114,852
Other comprehensive income for the
financial year, net of tax - - - -
Total comprehensive income for the
financial year 114,852 - - 114,852
Transactions with owners
Dividends paid on ordinary shares 18 (151,820) - - (151,820)
Total transactions with owners (151,820) - - (151,820)
Balance as at 31 December 2022 998,864 740,512 (1,467) 259,819
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
1. CORPORATE INFORMATION
TSH Resources Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia,
and is listed on the Main Market of Bursa Malaysia Securities Berhad and Main Board of Singapore Exchange Securities
Trading Limited (“SGX-ST“).
The registered office of the Company is located at Level 10, Menara TSH, No. 8 Jalan Semantan, Damansara Heights,
50490 Kuala Lumpur.
The principal place of business of the Company is located at Bangunan TSH, TB 9, KM 7, Apas Road, 91000 Tawau,
Sabah.
The consolidated financial statements for the financial year ended 31 December 2023 comprise the Company and its
subsidiaries and the interests of the Group in an associate and joint ventures. These financial statements are presented
in Ringgit Malaysia (“RM”), which is also the functional currency of the Company. All financial information presented in
RM has been rounded to the nearest thousand, unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 1 April 2024.
2. PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and forest plantation. The principal activities of the
subsidiaries are primarily involved in investment holding, oil palm cultivation and processing, generation and supply
of electricity from biomass plants, forest plantation, manufacture and sales of cocoa products and downstream wood
products and other related business activities. The principal activities and details of the subsidiaries are stated in Note
23 to the financial statements. There have been no significant changes in the nature of these activities of the Group and
of the Company during the financial year.
3. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), IFRS Accounting Standards and the provisions of the Companies Act 2016 in Malaysia.
The accounting policies adopted are consistent with those of the previous financial year except for the effects of
adoption of new MFRSs during the financial year. The new MFRSs and Amendments to MFRSs adopted during the
financial year are disclosed in Note 44.1 to the financial statements.
The financial statements of the Group and of the Company have been prepared under the historical cost convention
except as otherwise stated in the financial statements.
The Group has positive cash flows from its business activities and has sufficient credit facilities in place to meet its
operational requirements (as disclosed further in Note 5(b)(ii) to the financial statements), notwithstanding that the
current liabilities of the Company exceeded its current assets by RM201,237,000 as at 31 December 2023. In addition,
the Group and the Company carried out cash flows review for the next twelve (12) months to ensure that the business
operations have sufficient funds available to meet their obligations as and when they fall due. Historical results of the
treasury management show that the Group and the Company have the ability to meet their obligations as and when
they fall due and the Group and the Company have not defaulted on any obligations due or payable to financial
institutions or creditors.
The Directors are confident that the Group and the Company will continue to operate profitably and generate sufficient
cash flows from operations in the foreseeable future, together with continuous financial support from the lenders and
shareholders.
4. SEGMENT INFORMATION
Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss
in the consolidated financial statements.
For management purposes, the Group is organised into business units based on their products and services, and the
operation of oil palm plantations, manufacture and sale of crude palm oil and palm kernel has been designated as a
reportable segment under “Palm products” segment.
Other non-reportable segments include manufacture and sale of downstream wood products, operation of a forest
management unit, manufacture, sale and trading of cocoa products, and generation and supply of electricity from
biomass plants, which do not individually meet the quantitative thresholds in respect of profit or loss required for
separate disclosure as reporting segments. Accordingly, financial information for these segments has been combined
and presented under the “Others” segment.
Group financing (including finance costs), income taxes, share of results of associate and joint ventures are managed on
a group basis and are not allocated to operating segments.
Adjustment
Palm and
products Others eliminations Total
RM’000 RM’000 RM’000 Notes RM’000
2023
Revenue
External customers 998,080 68,436 - 1,066,516
Inter-segment 22,224 - (22,224) (a) -
Total revenue 1,020,304 68,436 (22,224) 1,066,516
Results
Interest income 60,374 1,361 (48,337) 13,398
Dividend income 1 - - 1
Depreciation and amortisation (87,805) (13,336) - (101,141)
Gain on disposal of assets held for sale 27,604 - - 27,604
Gain on disposal of property, plant and
equipment 618 (172) - 446
Other material non-cash items (9,698) (4,648) - (b) (14,346)
Segment profit/(loss) 251,587 (11,805) (41,945) (c) 197,837
Assets:
Additions to non-current assets
(including assets held for sale) 51,083 13,459 - (d) 64,542
Segment assets
(including assets held for sale) 1,981,589 588,421 275,012 (e) 2,845,022
Segment liabilities 119,628 18,517 401,596 (f) 539,741
Adjustment
Palm and
products Others eliminations Total
RM’000 RM’000 RM’000 Notes RM’000
2022
Revenue
External customers 1,202,038 103,961 - 1,305,999
Inter-segment 23,776 - (23,776) (a) -
Total revenue 1,225,814 103,961 (23,776) 1,305,999
Results
Interest income 70,981 1,202 (62,337) 9,846
Dividend income 18 - - 18
Depreciation and amortisation (88,057) (13,925) - (101,982)
Gain on disposal of assets held for sale 84,585 - - 84,585
Gain on disposal of property, plant and
equipment 311,924 83 - 312,007
Impairment losses on property, plant
and equipment (17,414) (38,839) - (56,253)
Other material non-cash items (16,957) (46,063) - (b) (63,020)
Segment profit/(loss) 671,673 (77,493) (36,883) (c) 557,297
Assets:
Additions to non-current assets
(including assets held for sale) 74,383 10,377 - (d) 84,760
Segment assets
(including assets held for sale) 2,055,369 619,001 284,908 (e) 2,959,278
Segment liabilities 133,247 31,537 662,436 (f) 827,220
Notes: Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements.
(b) Other material non-cash items consist of the following items as presented in the respective notes to the
financial statements:
2023 2022
RM’000 RM’000
(c) The following items are added to/(deducted from) segment profit to arrive at “Profit before tax” presented in
the statements of comprehensive income:
2023 2022
RM’000 RM’000
(d) Additions to non-current assets (including assets held for sale) consist of:
2023 2022
RM’000 RM’000
(e) The following items are added to segment assets to arrive at total assets reported in the statements of financial
position:
2023 2022
RM’000 RM’000
(f) The following items are added to segment liabilities to arrive at total liabilities reported in the statements of
financial position:
2023 2022
RM’000 RM’000
Geographical information
Revenue and non-current assets information are presented based on the geographical location of customers and assets
respectively. The amounts of non-current assets do not include financial instruments and deferred tax assets.
The objectives of the Group’s capital management are to ensure that it maintains a good credit rating and healthy
capital ratios in order to support a balanced growth objective in its business, maintain an optimal capital structure
to reduce the cost of capital and ultimately maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions
and the free cash flow position. To achieve this objective, the Group may adjust the Group internal plans in its
expansion of plantation land areas and plantation programme. No changes were made in the objectives, policies
or processes during the financial years ended 31 December 2023 and 31 December 2022.
The Group monitors capital using a debt/equity ratio, which among other things is aimed at ensuring its financial
covenant under the current banking facilities of 1.5 level is met. However, the Group seeks to maintain a net debt/
equity ratio at below 1.0 level.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the Group is
required to maintain a consolidated shareholders’ equity of more than twenty-five percent (25%) of the issued and
paid-up capital and such shareholders’ equity is not less than RM40,000,000. The Group has complied with this
requirement for the financial year ended 31 December 2023.
The Group and the Company are exposed to financial risks arising from their operations and the use of financial
instruments. The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and
market price risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks, which
are executed by the Directors and Head of Finance. The audit committee provides independent oversight to the
effectiveness of the risk management process.
It is, and has been throughout the current and previous financial years, the Group’s policy that no derivatives shall
be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Group and
the Company do not apply hedge accounting.
The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. For
other financial assets (including short term funds and cash and bank balances), the Group and the Company
minimise credit risk by dealing exclusively with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s
policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure
to bad debts is not significant.
Information regarding credit enhancements for trade and other receivables and credit risk concentration
profiles has been disclosed in Note 27 to the financial statements.
The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities
of financial assets and financial liabilities. The Group’s and the Company’s objective is to maintain a balance
between continuity of funding and flexibility through the use of stand-by credit facilities.
The Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As
far as possible, the Group raises committed funding from financial institutions and balances its portfolio with
some short term funding so as to achieve overall cost effectiveness. While the Group is in net current assets
position, the Company is in net current liabilities position. In this regard, the Group maintains centralised
treasury functions where all strategic funding requirements of the Company are managed. The Company
diligently manages its debt maturity profile, operating cash flows and various sources of funding after taking in
account of refinancing, repayment and funding requirements to provide an adequate liquidity buffer. Besides
maintaining a reasonable level of cash and cash convertible investments to meet its working capital needs,
the Company also ensures it has sufficient undrawn credit facilities available to complement its overall liquidity
management. As at 31 December 2023, the Company has RM367,296,000 in unused credit facilities.
At the end of the reporting period, approximately 63% and 52% (2022: 71% and 54%) of the Group’s and
of the Company’s loans and borrowings will mature in less than one year based on the carrying amount
reflected in the financial statements.
The analysis of financial instruments by remaining contractual maturities is disclosed in Notes 20, 32, 39 and
41 to the financial statements.
The Group’s and the Company’s exposure to interest rate risk arises primarily from their loans and borrowings.
The Group’s policy is to manage interest cost using a mix of fixed and floating rate debts.
The interest rate profile and sensitivity analysis of interest rate risk have been disclosed in Notes 20, 27, 34,
39 and 41 to the financial statements.
The Group has transactional currency exposures arising from sales or purchases that are denominated in a
currency other than the respective functional currencies of Group entities, which are United States Dollars
(USD), Australian Dollars (AUD), Euro (EUR), Indonesia Rupiah (IDR), Singapore Dollar (SGD) and RM. The
foreign currencies in which these transactions are denominated are mainly USD.
Approximately 96% (2022: 94%) of the Group’s sales and 94% (2022: 95%) of cost of sales are denominated
in the respective functional currencies of the Group entities. The Group’s trade receivable and trade payable
balances at the end of the reporting period have similar exposures.
The Group may require its operating entities to use forward currency contracts to eliminate the currency
exposures on any individual transactions for which payment is anticipated more than one month after the
Group has entered into a firm commitment for a sale or purchase. The forward currency contracts must be in
the same currency as the hedged item. It is the Group’s policy not to enter into forward contracts until a firm
commitment is in place. It is the Group’s policy to negotiate the terms of the hedge derivatives to match the
terms of the hedged item to maximise hedge effectiveness.
At 31 December 2023, the Group hedged 100% (2022: 47%) of its foreign currency denominated loans and
borrowings for which firm commitments existed at the end of the reporting period, extending to November
2025 (2022: November 2023).
The Group’s significant exposure to foreign currency (a currency which is other than the functional currency
of the Group entities) risk are as follows:
2023
The Group’s significant exposure to foreign currency (a currency which is other than the functional currency
of the Group entities) risk are as follows (continued):
2022
2023
2022
The following table demonstrates the sensitivity of the Group’s and Company’s profit net of tax to a
reasonably possible change in the USD, AUD, GBP, EUR, IDR, SGD and RM exchange rates against the
respective functional currency of the Group entities, with all other variables held constant.
The Group is exposed to equity price risk arising from its investment in quoted equity instruments. The
quoted equity instruments in Malaysia are listed on the Bursa Malaysia and are classified as held for trading.
The sensitivity analysis of market price risk has been disclosed in Note 28 to the financial statements.
6. REVENUE
Continuing operations
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Other revenue
- Management fees - - 22,224 23,776
- Dividend income from subsidiaries,
associate and joint ventures - - 88,233 165,398
1,066,516 1,305,999 114,524 195,944
6. REVENUE (continued)
Disaggregation of revenue from contracts with customers has been presented in the operating segments, Note 4 to
the financial statements, which has been presented based on geographical location from which the sale transactions
originated.
Revenue from sales of goods and supply of electricity are recognised at a point in time when the products have
been transferred or the services have been rendered to the customers and coincides with the delivery of products
and services and acceptance by customers.
There is no right of return and service-type warranty provided to the customers on the sales of products and
services rendered.
There is no significant financing component in the revenue arising from sales of products and services rendered
as the sales or services are made on the normal credit terms not exceeding twelve (12) months.
Revenue from supply and installation service contracts is measured at the fixed transaction price agreed under the
agreement.
Revenue from supply and installation service contracts is recognised over the period of the contract using the
input method by reference to the costs incurred for work performed to date against the estimated costs to
completion if control of the asset transfers over time.
If control of asset transfers at a point in time, revenue is recognised at a point in time when the customer obtains
control of the asset.
Significant judgement is required in determining performance obligations, transaction price allocation and costs
in applying the input method to recognise revenue over time.
The Group identifies performance obligations that are distinct and material, which are judgmental in the context
of contract. Transaction prices were determined based on estimated margins prior to its allocation to the identified
performance obligation. The Group also estimated total contract costs in applying the input method to recognise
revenue over time.
Management fees are recognised during the period in which the services are rendered.
7. COST OF SALES
Continuing operations
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
8. INTEREST INCOME
Continuing operations
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Interest income
Interest income is recognised on an accrual basis using the effective interest method.
9. DIVIDEND INCOME
Continuing operations
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Dividend income
Dividend income is recognised when the Group’s right to receive payment is established.
Continuing operations
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Rental income
Rental income is recognised on a straight line basis over the period of tenancy.
Continuing operations
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition,
construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare
the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing
costs are capitalised until the assets are substantially completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of
interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.
Interest expense capitalised under bearer plants of the Group amounted to RM56,000 (2022: RM53,000) and under
biological assets of the Group amounted to RM10,000 (2022: RM127,000) at interest rates ranging from 4.99% to 5.44%
(2022: 3.37% to 5.01%).
Continuing operations
(a) Other than those disclosed elsewhere in the financial statements, the following items have been included in
arriving at profit before tax:
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
(a) Other than those disclosed elsewhere in the financial statements, the following items have been included in
arriving at profit before tax (continued):
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
(b) Net impairment (losses)/write back on financial assets recognised in profit or loss were as follows:
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Continuing operations
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Included in employee benefits expense of the Group and of the Company are Executive Directors’ remuneration
amounting to RM5,232,000 (2022: RM7,333,000) and RM5,163,000 (2022: RM6,810,000) respectively as further
disclosed in Note 14 to the financial statements.
The details of remuneration received and receivable by Directors of the Company during the financial year are as
follows:
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Executive:
Salaries and bonus 4,510 5,972 4,448 5,907
Other emoluments 722 1,361 715 903
Total Executive Directors’ remuneration
(excluding benefits-in-kind) 13 5,232 7,333 5,163 6,810
Estimated money value of benefits-in-
kind 284 422 284 422
Total Executive Directors’ remuneration
(including benefits-in-kind) 5,516 7,755 5,447 7,232
Non-Executive:
Fees 358 294 281 276
Salaries 2,730 4,149 - -
Other emoluments 1,757 1,153 1,454 877
Total Non-Executive Directors’
remuneration (excluding benefits-in-
kind) 12 4,845 5,596 1,735 1,153
Estimated money value of benefits-in-
kind 303 289 303 289
Total Non-Executive Directors’
remuneration (including benefits-in-
kind) 5,148 5,885 2,038 1,442
Total Directors’ remuneration 10,664 13,640 7,485 8,674
The number of Directors of the Company whose total remuneration during the financial year fell within the following
bands is analysed below:
Number of Directors
2023 2022
Executive Directors:
RM1,350,000 - RM1,400,000 - 1
RM1,750,000 - RM1,800,000 - 1
RM1,850,000 - RM1,900,000 1 -
RM3,600,000 - RM3,650,000 1 -
RM4,600,000 - RM4,650,000 - 1
Non-Executive Directors:
Below RM50,000 3 2
RM50,000 - RM100,000 3 3
RM150,000 - RM200,000 1 -
RM600,000 - RM650,000 - 1
RM1,000,000 - RM1,050,000 1 -
RM3,650,000 - RM3,700,000 1 -
RM4,950,000 - RM5,000,000 - 1
15. TAXATION
Continuing operations
The major components of taxation for the financial years ended 31 December 2023 and 31 December 2022 are:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Deferred tax
- Origination and reversal of
temporary differences 3,520 (47,938) 42 (8,745)
- Under provision in prior years 2,113 183 1,918 465
5,633 (47,755) 1,960 (8,280)
Taxation recognised in profit and loss 72,012 32,304 5,831 (8,280)
Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2022: 24%) of the estimated
assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective
jurisdictions.
The reconciliation between taxation and the product of accounting profit multiplied by the applicable corporate
tax rate for the years ended 31 December 2023 and 31 December 2022 is as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.
Revenue, expenses and assets are recognised net of the amount of VAT except:
(i) Where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in
which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item
as applicable, and
(ii) Receivables and payables that are stated with the amount of VAT included.
The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the consolidated statement of financial position.
Group
At 31 December 2023
Item that may be reclassified to profit or loss in subsequent
periods:
Foreign currency translations 96,886 - 96,886
Net loss on financial assets measured at fair value through
other comprehensive income (“FVOCI”) (261) - (261)
Cumulative loss on financial assets measured at FVOCI
reclassified to profit or loss upon disposal 97 - 97
96,722 - 96,722
At 31 December 2022
Item that may be reclassified to profit or loss in subsequent
periods:
Foreign currency translations (53,856) - (53,856)
Reclassification of exchange translation reserve to profit or
loss arising from dissolution of foreign subsidiaries 339 - 339
(53,517) - (53,517)
On 6 July 2021, the Company entered into a sale and purchase agreement with Sharikat Keratong Sdn. Bhd. for the
disposal of an oil palm estate for a total consideration of RM76,000,000.
Disposal of the only oil palm estate of the Company represented a discontinued operation as it represented a separate
major line of business of the Company. The analysis of the results of the discontinued operation was as follows:
Company
2022
Note RM’000
Revenue 2,036
Expenses (671)
Gain on disposal of assets held for sale 13,822
Profit for the financial year from discontinued operations, net of tax 24,861
The following items have been included in arriving at profit before tax from discontinued operations:
Company
2022
RM’000
After charging:
Employee benefits expense 230
Inventories written-off 3
Loss on fair value adjustments of fresh fruit bunches 201
Property, plant and equipment written-off 11
(a) In the previous financial year, employee benefits expense capitalised in bearer plants amounted to RM51,000.
(b) In the previous financial year, the amount of inventories recognised as an expense in cost of sales of the
Company is RM310,000.
16.2 Taxation
Company
2022
RM’000
Deferred tax
- Reversal of temporary differences (11,696)
- Over provision in prior year (398)
(12,094)
Taxation recognised in profit or loss (9,674)
Company
2022
RM’000
(a) Basic
Basic earnings per ordinary share amounts are calculated by dividing profit attributable to owners of the Company
for the financial year by the weighted average number of ordinary shares outstanding during the financial year
after deducting treasury shares.
Group
2023 2022
Diluted earnings per ordinary share for the financial year is calculated by dividing the profit attributable to owners
of the Company for the financial year by the weighted average number of ordinary shares outstanding during the
financial year adjusted for the effects of dilutive potential ordinary shares.
There have been no other transactions involving ordinary shares or potential ordinary shares between the end of
the reporting period and the date of authorisation of these financial statements.
18. DIVIDENDS
On 22 February 2024, the Directors declared a first and final single-tier dividend of 2.5 sen per ordinary share in respect
of the financial year ended 31 December 2023. The financial statements for the current financial year do not reflect this
dividend. The dividend will be accounted for in equity as an appropriation of retained earnings in the financial year
ending 31 December 2024.
Plant,
machinery Furniture, Assets
Bearer Plantation Motor and fittings and under
plants infrastructure Buildings vehicles equipment renovation construction Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2023
Carrying amount
Balance as at 1 January 2023 855,054 58,100 183,795 7,410 107,146 34,082 10,969 1,256,556
Additions 11,299 320 808 6,308 13,127 1,438 24,610 57,910
Disposals - (218) - (114) (1,462) (17) - (1,811)
Write-offs - (30) (129) (1) (214) (75) - (449)
Reclassifications - 9,938 1,141 - 16,144 - (27,223) -
Reclassified to assets held for sale - - - - - (15) - (15)
Depreciation charged for the financial year (42,105) (9,317) (12,280) (3,454) (22,071) (1,265) - (90,492)
Exchange differences 45,038 2,653 5,604 290 1,988 59 425 56,057
Balance as at 31 December 2023 869,286 61,446 178,939 10,439 114,658 34,207 8,781 1,277,756
173
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
19. PROPERTY, PLANT AND EQUIPMENT (continued)
174
Plant,
machinery Furniture, Assets
Bearer Plantation Motor and fittings and under
31 DECEMBER 2023
plants infrastructure Buildings vehicles equipment renovation construction Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2022
Depreciation charged for the financial year (44,347) (9,156) (13,281) (2,577) (20,565) (1,202) - (91,128)
Exchange differences (34,003) (1,703) (2,818) (256) (1,413) (14) (328) (40,535)
Balance as at 31 December 2022 855,054 58,100 183,795 7,410 107,146 34,082 10,969 1,256,556
Financial Statements
At 31.12.2023
Accumulated
Accumulated impairment Carrying
Cost depreciation losses amount
Group RM’000 RM’000 RM’000 RM’000
At 31.12.2022
Accumulated
Accumulated impairment Carrying
Cost depreciation losses amount
Group RM’000 RM’000 RM’000 RM’000
176
Plant,
machinery Furniture, Assets
Plantation Motor and fittings and under
31 DECEMBER 2023
infrastructure Buildings vehicles equipment renovation construction Total
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2023
2022
NOTES TO THE FINANCIAL STATEMENTS
Carrying amount
Balance as at 1 January 2022 10,969 37,016 652 889 2,421 1,942 53,889
Additions - - 1,076 606 257 - 1,939
Disposals - - (66) (1) - - (67)
Write-offs - - - (1) - - (1)
Depreciation charged for the
financial year (163) (1,041) (303) (407) (397) - (2,311)
Balance as at 31 December 2022 10,806 35,975 1,359 1,086 2,281 1,942 53,449
Financial Statements
At 31.12.2023
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000
At 31.12.2022
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000
(a) All items of property, plant and equipment are initially recorded at cost. After initial recognition, property, plant
and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses.
(b) Bearer plants are living plants that are used in the production or supply of agriculture produce for more than one
period and have remote likelihood of being sold as agriculture produce, except for incidental scrap sales. The
bearer plants that are available for use are measured at cost less accumulated depreciation and any accumulated
impairment losses. Cost includes plantation expenditure, which represents the total cost incurred from land
clearing to the point of harvesting. The mature bearer plants are depreciated over their estimated useful lives of
twenty-two (22) to twenty-five (25) years on a straight-line basis. The immature bearer plants are not depreciated
until such time when they are available for use.
Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of
each asset to its residual value over the estimated useful life, at the following annual rates:
Plantation infrastructure 4%
Buildings 2%
Motor vehicles 10% to 20%
Plant, machinery and equipment 5% to 33%
Furniture, fittings and renovation 5% to 10%
Assets under construction are stated at cost and not depreciated as the assets are not yet available for use.
(c) Depreciation capitalised under bearer plants and biological assets during the financial year was as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(e) Management estimates the useful lives of plant and machinery to be between 3 to 20 years. These are common
life expectancies applied in the palm oil and woods industries. Changes in the expected level of usage and
technological development could impact the economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised.
Depreciation rate
- increased by 10% (2,207) (2,057)
- decreased by 10% 2,207 2,057
(f) The Group assessed whether there were any indicators of impairment of property, plant and equipment during
the financial year. In doing this, management considered the current environment and performance of the Cash
Generating Units (“CGUs”). Management considered the losses in certain subsidiaries in the current financial year
as impairment indicators.
(f) (continued)
A CGU’s recoverable amount is based on value-in-use. Management has made estimates about the future results
and key assumptions applied to cash flow projections of the CGUs. These key assumptions are applied to cash
flow projections of the CGUs and include forecast growth in future revenue, as well as determining an appropriate
pre-tax discount rate, after taking into consideration the effects of increasing OPR in Malaysia and interest rate in
Indonesia, where applicable, to the CGU.
The disclosures of the key inputs and assumptions are set out as follows:
(i) The CPO price and pre-tax discount rate applied to the cash flow projections are as follows:
2023 2022
(ii) The calculations of value-in-use for the CGU are most sensitive to the following assumptions:
CPO price - CPO price is based on average historical prices in the previous financial year immediately before
the budgeted period.
FFB yields - FFB yields are based on the average yields achieved in the previous financial year immediately
before the budgeted period.
Pre-tax discount rates - Discount rates reflect the current market assessment of the risks specific to each CGU
after taking into consideration the effects of increasing OPR in Malaysia and interest rate in Indonesia, where
applicable.
In the previous financial year, the Group had determined that the recoverable amount of the bearer plant in
respect of a loss making subsidiary in Indonesia was lower than its carrying amount. Accordingly, impairment loss
amounted to RM17,414,000 had been recognised within other expenses in the Statements of Comprehensive
Income.
With regards to the assessment of value-in-use, the management is not aware of any reasonably possible change
in the above key assumptions that would cause the carrying amounts of the CGUs to materially exceed their
recoverable amounts.
(g) In the previous financial year, the Group had determined that the recoverable amounts of certain plant, machinery
and equipment and buildings in relation to others segment of the Group were lower than their carrying amounts
mainly due to cessation of an operation engaged in hiring business. Accordingly, impairment losses amounted to
RM34,040,000 on buildings and RM4,799,000 on plant, machinery and equipment had been recognised within
other expenses in the Statements of Comprehensive Income.
(h) During the current financial year, the Company disposed equipment and motor vehicle with carrying amounts of
RM6 and RM2 respectively to its subsidiaries for a total consideration of RM17,507.
(i) During the current financial year, the Company disposed equipment and motor vehicle with carrying amounts of
RM2 and RM1 respectively to its related parties for a total consideration of RM45,002.
180
The Group and the Company as lessee
2023
Carrying amount
TSH RESOURCES BERHAD 197901005269 (49548-D)
2022
Carrying amount
At 1 January 2022 86,647 198,293 499 88 3,322 32 288,881
Additions - 20,586 369 - 592 - 21,547
Disposals - (28,948) - - - - (28,948)
Write-offs (193) - - - - - (193)
Depreciation charged for the
financial year (1,580) (7,728) (139) (26) (902) (32) (10,407)
Reclassified to assets held for
sale (Note 35) - (9,094) - - - - (9,094)
Exchange differences - (4,802) - - 13 - (4,789)
Reassessments - - (19) 35 (1,931) - (1,915)
At 31 December 2022 84,874 168,307 710 97 1,094 - 255,082
181
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
TSH RESOURCES BERHAD 197901005269 (49548-D)
At 31.12.2023
Accumulated Carrying
Cost depreciation amount
Group RM’000 RM’000 RM’000
At 31.12.2022
Accumulated Carrying
Cost depreciation amount
Group RM’000 RM’000 RM’000
Long term
leasehold
land Equipment Total
Company RM’000 RM’000 RM’000
2023
Carrying amount
At 1 January 2023 8,234 76 8,310
Depreciation charged for the financial year (38) (23) (61)
At 31 December 2023 8,196 53 8,249
Long term
leasehold
land Equipment Total
Company RM’000 RM’000 RM’000
2022
Carrying amount
At 1 January 2022 8,468 68 8,536
Lease reassessment - 35 35
Write-offs (193) - (193)
Depreciation charged for the financial year (41) (27) (68)
At 31 December 2022 8,234 76 8,310
At 31.12.2023
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000
At 31.12.2022
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000
Lease liabilities
Short term
leasehold Motor
land Equipment Buildings vehicle Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
2023
Carrying amount
At 1 January 2023 1,175 78 682 - 1,935
Additions 209 - - - 209
Lease payments (198) (26) (495) - (719)
Interest expense 44 3 23 - 70
Reassessments (124) - (38) - (162)
Exchange difference - - 42 - 42
At 31 December 2023 1,106 55 214 - 1,375
2022
Carrying amount
At 1 January 2022 982 70 3,037 38 4,127
Additions 369 - 548 - 917
Lease payments (194) (29) (960) (39) (1,222)
Interest expense 45 3 138 1 187
Reassessments (27) 35 (2,092) - (2,084)
Rent concessions - (1) - - (1)
Exchange difference - - 11 - 11
At 31 December 2022 1,175 78 682 - 1,935
Equipment
Company RM’000
2023
Carrying amount
At 1 January 2023 78
Lease payments (26)
Interest expense 3
At 31 December 2023 55
Equipment
Company RM’000
2022
Carrying amount
At 1 January 2022 70
Lease payments (29)
Interest expense 3
Reassessment 35
Rent concessions (1)
At 31 December 2022 78
Represented by:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(a) The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities
adjusted for any lease payments made at or before the commencement date of the leases.
After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and accumulated
impairment losses, if any, and adjusted for any re-measurement of the lease liabilities.
The right-of-use assets are depreciated on the straight-line basis over the earlier of the estimated useful lives of
the right-of-use assets or the end of the lease term. The principal depreciation periods are as follows:
Long term leasehold land over the remaining lease period from 33 to 907 years
Land use rights over the lease period from 20 to 30 years
Short term leasehold land over the lease period from 4 to 20 years
Equipment over the lease period from 2 to 6 years
Buildings over the lease period from 2 to 5 years
Motor vehicle over the lease period of 5 years
(b) Included in land use rights of the Group are prepayments amounting to RM36,016,000 (2022: RM34,083,000),
which the Group has yet to obtain the titles to use the rights as at the end of the reporting period.
(c) The Group and the Company have certain leases of machineries with lease term of 12 months or less, and low
value leases of office equipment of RM5,000 and below. The Group and the Company apply the “short-term
lease” and “lease of low-value assets” exemptions for these leases.
(d) Depreciation capitalised under bearer plants and biological assets during the financial year is as follows:
Group
2023 2022
RM’000 RM’000
Biological assets
Forest planting expenditure (Note 21(a)) 20 14
Group
2023 2022
RM’000 RM’000
Company
2023 2022
RM’000 RM’000
(f) During the financial year, the Group and the Company had total cash outflows for leases of RM831,000 (2022:
RM1,482,000) and RM138,000 (2022: RM165,000) respectively.
(g) The following table sets out the carrying amounts, the weighted average incremental borrowing rates and the
remaining maturities of the lease liabilities of the Group and the Company:
Weighted
average
incremental
borrowing Two to
rate per Within One to five More than
annum one year two years years five years Total
Group % RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2023
Lease liabilities
Fixed rates 3.51% - 5.58% 420 291 274 390 1,375
31 December 2022
Lease liabilities
Fixed rates 2.35% - 5.58% 615 394 440 486 1,935
Weighted
average
incremental
borrowing Two to
rate per Within One to five More than
annum one year two years years five years Total
Company % RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2023
Lease liabilities
Fixed rate 3.90% 23 20 12 - 55
31 December 2022
Lease liabilities
Fixed rate 3.92% 22 24 32 - 78
(h) Sensitivity analysis for lease liabilities as at the end of the reporting period is not presented as fixed rate instruments
are not affected by change in interest rate.
(i) The table below summarises the maturity profile of the lease liabilities of the Group and the Company at the end
of the reporting period based on contractual undiscounted repayment obligations as follows:
On demand
or within One to More than
one year five years five years Total
RM’000 RM’000 RM’000 RM’000
Group
31 December 2023
Lease liabilities 472 676 445 1,593
31 December 2022
Lease liabilities 700 977 564 2,241
Company
31 December 2023
Lease liabilities 26 33 - 59
31 December 2022
Lease liabilities 25 59 - 84
Reconciliation of liabilities from financing activities to the statements of financial position and statements of cash
flows are as follows:
Lease liabilities
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
The Group and the Company have entered into non-cancellable lease agreements on certain properties, mainly for own
use, for terms of between one (1) to four (4) years and renewable at the end of the lease period subject to an increase
clause.
The Group and the Company have aggregate future minimum lease receivable as at the end of each reporting period
as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Forest Forest
planting planting
expenditure expenditure
(At fair value) (At cost) Total
Group RM’000 RM’000 RM’000
Non-current assets
At cost/valuation
Accumulated amortisation
At 1 January 2023 - (7,086) (7,086)
Amortisation for the year:
Recognised in profit or loss (Note 12) - (1,181) (1,181)
At 31 December 2023 - (8,267) (8,267)
Forest Forest
planting planting
expenditure expenditure
(At fair value) (At cost) Total
Company RM’000 RM’000 RM’000
Non-current assets
At cost/valuation
Accumulated amortisation
At 1 January 2023 - (7,086) (7,086)
Amortisation for the year:
Recognised in profit or loss (Note 12) - (1,181) (1,181)
At 31 December 2023 - (8,267) (8,267)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Current assets
At fair value
The nature and purpose of each category of biological assets are as follows:
(i) Forest planting expenditure represents Industrial Timber Plantation expenses incurred on the development
of the Group’s Sustainable Forest Management Project under a Sustainable Forest Management License
Agreement (“SMFLA”) with the State Government of Sabah, in respect of a long term concession for 95,000
hectares of timber land under Forest Management Unit at Ulu Tungud, Sabah. The SMFLA area comprises
Industrial Timber Plantation area, Conservation area and Natural Forest Management area.
The biological assets within Industrial Timber Plantation area is carried at its fair value with changes in fair
value recognised in profit or loss. During the current financial year, the Group had carried out a valuation
exercise to reflect the fair value of the Group’s forest planting expenditure within the Industrial Timber
Plantation area. CH Williams Talhar & Wong conducted the latest valuation exercise with a valuation report
for the valuation as at 31 December 2023.
Areas beyond the Industrial Timber Plantation are either protected or have limited permitted use for
commercial timber harvesting, as such, the direct and related cost incurred and capitalised under biological
assets within these areas will be amortised over the remaining concession period of 74 years as the fair value
of such areas cannot be reliably measured without undue cost or effort.
(ii) The methods and assumptions used by management to determine fair values are as follows:
Investment method is adopted to value forest planting expenditure within the Industrial Timber Plantation
area. For rubber, the annual income from latex is estimated based on yield and long term average price of
the crop. Thereafter, the cost of production is deducted and the net income is derived. In the final year, the
value of rubberwood that could be harvested from the old rubber trees to be felled before replanting is
added. The whole income flow from latex and from the rubberwood in the last year is then capitalised using
the net present value, discounted at the appropriate rate of return for the remaining cropping life of the
rubber trees to obtain the value of the present crops.
For the other plantation trees, the present tree crop is valued as profits from timber extraction and sales obtained
by deducting the production costs from sales revenue. This is discounted at the appropriate rate of return to
obtain the value of the present tree crop. For both the rubber and the other plantation trees, the scrub value
(infrastructure value only, and excluding land cost) to which the land reverts at the end of the economic life of the
cultivations, deferred (discounted) for the period is then added to the value of the present crops. The fair value is
derived from deducting the value of the infrastructures from the market value of the trees.
(ii) The methods and assumptions used by management to determine fair values are as follows (continued):
Inter-relationship
Valuation Significant between key
technique unobservable unobservable inputs
Biological assets used inputs Range and fair value
Forest planting Investment (a) Discount rate 2023: 10% - 15% The higher the
expenditure within method (2022: 10% - 15%) discount rate, the
the Industrial Timber lower the fair value.
Plantation area (b) Estimated yield 2023: 675 - 1,940 The higher the yield
- rubber (kg/Ha) (2022: 750 - 1,960) rate, the higher the
- wood/timber 2023: 108 - 200 fair value.
(M3/Ha) (2022: 108 - 144)
(c) Estimated price 2023: 6.50 The higher the price,
- rubber (RM/KG) (2022: 6.50) the higher the fair
- wood/timber 2023: 350 - 425 value.
(RM/M3) (2022: 350 - 425)
(iii) Included in forest planting expenditure incurred during the financial year are:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(iv) The fair value of forest planting expenditure of the Group and of the Company is categorised as Level 3 in
the fair value hierarchy. There is no transfer between levels in the fair value hierarchy during the financial
year.
(i) The valuation model adopted by the Group and the Company considers the present value of the net cash
flows expected to be generated from the sales of FFB. To arrive at the fair value, the management has
considered the oil content of the unripe FFB and derived the assumption that the net cash flows to be
generated from FFB prior to more than 15 days to harvest is negligible, therefore quantity of unripe FFB
on bearer plant of up to 15 days prior to harvest was used for valuation purpose. The value of the unripe
FFB was estimated to be approximately 80% of the ripe FFB, based on actual oil extraction rate and kernel
extraction rate of the unripe FFB from the laboratory tests. Costs to sell include harvesting cost, transport
and windfall profit levy.
(ii) During the financial year, the Group and the Company harvested approximately 905,000 tonnes and nil
tonnes (2022: 924,000 tonnes and 2,000 tonnes) respectively of FFB.
(iii) The fair value measurement of the Group’s biological assets are categorised within Level 3 of the fair value
hierarchy. If the FFB selling price changes by 10%, fair value gain/loss for the Group would have equally
increased or decreased by approximately RM2,317,000 (2022: RM2,117,000).
There were no transfers between all three (3) levels of the fair value hierarchy during the financial year.
Goodwill
Group RM’000
Cost:
At 1 January 2022 56,147
Exchange differences (1,086)
At 31 December 2022 and 1 January 2023 55,061
Exchange differences 1,738
At 31 December 2023 56,799
Accumulated impairment:
At 1 January 2022 (4,500)
Impairment during the financial year (211)
At 31 December 2022 and 1 January 2023 (4,711)
Impairment during the financial year (7,769)
At 31 December 2023 (12,480)
Group
2023 2022
RM’000 RM’000
Segments:
Palm products 44,319 45,792
Others - 4,558
44,319 50,350
Goodwill (continued)
The recoverable amounts of the CGU have been determined based on value-in-use calculations using cash flow
projections from financial budgets approved by management covering a five-year period. For palm product companies,
cash flows projections are extrapolated to a period of up to twenty-three (23) years, which would cover the major life
cycle of oil palm trees. Whilst for other companies, cash flows projections are extrapolated to the average economic
useful lives of the assets.
Growth rate for the plantation segment are determined based on the management’s estimate of commodity prices, FFB
yields, oil extraction rates and also cost of productions whilst growth rates of other segments are determined based on
the industry trends and past performances of the segments, after taking into consideration the effects of increasing OPR
in Malaysia and interest rate in Indonesia, where applicable.
The key assumptions applied to the cash flow projections are as follows:
2023 2022
The calculations of value-in-use for the CGU are most sensitive to the following assumptions:
CPO price - CPO price is based on average historical price in the previous financial year immediately before the
budgeted period.
FFB yields - FFB yields are based on the average yields achieved in the previous financial year immediately before the
budgeted period.
Pre-tax discount rates - Discount rates reflect the current market assessment of the risks specific to each CGU after
taking into consideration the effects of increasing OPR in Malaysia and interest rate in Indonesia, where applicable.
Others segment:
Budgeted gross profit margins - Gross profit margins are based on historical profit margin achieved. These are increased
over the budget period for anticipated efficiency improvements.
Pre-tax discount rates - Discount rates reflect the current market assessment of the risks specific to each CGU after
taking into consideration the effects of increasing OPR in Malaysia.
Impairment losses on goodwill amounting to RM7,769,000 (2022: RM211,000) have been recognised within other
expenses in the Statements of Comprehensive Income during the financial year.
With regard to the assessment of value-in-use, the management is not aware of any reasonably possible change in
the above key assumptions that would cause the carrying amounts of the CGUs to materially exceed their recoverable
amounts.
Company
2023 2022
RM’000 RM’000
(a) In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less
impairment losses. The Group elects on a transaction-by-transaction basis whether to measure the non-controlling
interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.
(b) Management has made estimates about the future results and key assumptions applied to cash flow projections
of subsidiaries in determining their recoverable amounts using the value-in-use model. These key assumptions
include forecast growth in future revenue, as well as determining an appropriate pre-tax discount rate.
The disclosures of the key assumptions are similar to the impairment assessment on the intangible assets, which
have been set out in Note 22 to the financial statements.
(c) Impairment losses on investments in subsidiaries amounting to RM46,784,000 (2022: RM949,000) have been
recognised within other expenses in the Statement of Comprehensive Income during the financial year in respect
of certain subsidiaries due to continuous losses making of these subsidiaries. The net carrying amounts of
investments in these subsidiaries amounted to RM13,356,000 (2022: RM11,379,000) as at 31 December 2023.
(i) subscribed for an additional 390,000 ordinary shares in certain subsidiaries for a total subscription
consideration of RM767,000. The consideration for the subscriptions amounted to RM345,000 was satisfied
by cash and remaining balace of RM422,000 was satisfied by way of contra against amount due from a
subsidiary.
(ii) subscribed for an additional 52,040,000 non-cumulative redeemable convertible preference shares in certain
subsidiaries for a total subscription consideration of RM37,424,000 by cash.
(iii) redeemed 93,335,000 non-cumulative redeemable convertible preference shares in certain subsidiaries
at the total redemption amount of RM122,575,000. The consideration for the redemptions amounted to
RM77,982,000 was satisfied by cash and remaining balance of RM44,593,000 was satisfied by way of contra
against amount due to certain subsidiaries.
(iv) received distribution for return of capital of RM468,000 from PT Sejahtera Aman Sejati, the direct subsidiary
of the Company which is under winding up process. The members’ voluntary winding up of the subsidiary
did not have any material impact on the financial statements of the Company.
(v) struck off Polar Vertix Sdn. Bhd. which was the direct subsidiary of the Company from the register of
Companies Commission of Malaysia upon the application by the Company. The strike-off of the subsidiary
did not have any material impact on the financial statements of the Company.
(i) subscribed for an additional 1,984,500 non-cumulative redeemable convertible preference shares in
GlobeFlex Advisory Sdn. Bhd. for a total subscription consideration of RM1,984,500 by cash.
(ii) redeemed 78,428,000 non-cumulative redeemable convertible preference shares in TSH Logistics Sdn. Bhd.
at the total redemption amount of RM78,428,000 by cash.
(iii) struck off TSH Sukuk Ijarah Sdn. Bhd. which was the direct subsidiary of the Company from the register of
Companies Commission of Malaysia upon the application by the Company. The strike-off of the subsidiary
did not have any material impact on the financial statements of the Company.
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
TSH Plantation Sdn. Bhd. i Malaysia Operation of palm oil 100 100 - -
mills and investment
holding
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
Tan Soon Hong Holdings Malaysia Oil palm plantations 100 100 - -
Sdn. Bhd. i and investment
holding
Landquest Sdn. Bhd. i Malaysia Oil palm plantations 56.68 56.68 43.32 43.32
TSH Oversea Pte. Ltd. iii Singapore Investment holding 100 100 - -
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
TSH Mitra Capital Pte. Ltd. iii Singapore Investment holding 100 100 - -
TSH Agri Pte. Ltd. iii Singapore Management services 100 100 - -
and trading of goods
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
TSH Biotech Sdn. Bhd. i Malaysia Production and supply 100 100 - -
of tree plantlets and
plantables grown
through tissue culture
process
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
Eko Pulp & Paper Sdn. Bhd. i Malaysia Dormant 100 100 - -
PT Laras Internusa iii Indonesia Oil palm plantations 69.77 69.77 30.23 30.23
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %
i
Audited by BDO PLT, Malaysia.
ii
These subsidiaries were placed under members’ voluntary winding-up/strike off.
iii
Not audited by BDO PLT or member firms of BDO International.
iv
Struck off and did not have any material effect to the financial performance.
v
On 19 May 2023, the subsidiaries of TSH Sumbar Group Limited, namely PT Andalas Wahana Berjaya and
PT Andalas Agro Industri, allocated a total of 9,000,000 Type B redeemable preference shares to Garibaldi
Thohir, a non-controlling interest of these subsidiaries, at a total issue price of IDR9,000,000,000 (equivalent
to approximately RM2,736,000), satisfied by cash.
204
(g) Material partly-owned subsidiaries
Summarised financial information of partly-owned subsidiaries, which have non-controlling interests that are material to the Group is set out below. The 31 DECEMBER 2023
summarised financial information presented below is the amount before inter-company elimination. The non-controlling interests (“NCI”) in respect of
other subsidiaries is not material to the Group.
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-current assets 420,972 343,638 336,004 358,105 319,681 279,431 40,345 39,431 31,248 31,575 83,389 84,252
Current assets 90,041 82,624 107,777 112,154 23,908 24,129 2,783 6,905 2,482 2,276 4,260 6,257
NOTES TO THE FINANCIAL STATEMENTS
Total assets 511,013 426,262 443,781 470,259 343,589 303,560 43,128 46,336 33,730 33,851 87,649 90,509
Current liabilities 18,366 30,632 14,967 25,319 23,224 23,313 791 1,035 1,380 1,862 1,915 2,793
Non-current liabilities 9,148 6,906 7,654 6,027 2,416 1,598 9,437 9,199 5,853 5,754 94,935 92,388
Total liabilities 27,514 37,538 22,621 31,346 25,640 24,911 10,228 10,234 7,233 7,616 96,850 95,181
Net assets/(liabilities) 483,499 388,724 421,160 438,913 317,949 278,649 32,900 36,102 26,497 26,235 (9,201) (4,672)
Carrying amounts of NCI 145,161 116,729 42,261 44,036 31,795 27,865 19,982 21,551 10,951 10,836 6,091 7,902
23. INVESTMENTS IN SUBSIDIARIES (continued)
Results
Revenue 216,521 269,275 226,829 230,667 50,365 60,716 10,880 12,944 4,152 4,381 23,846 29,492
Profit for the year 64,121 88,176 65,328 83,463 54,038 323,452 2,598 4,234 263 675 (4,528) 3,008
Total comprehensive income
for the year 63,590 88,346 65,164 83,680 54,056 323,473 2,598 4,234 263 675 (4,528) 3,008
Profit allocated to NCI 19,410 26,662 6,533 8,346 5,405 32,345 1,273 2,075 113 292 (1,811) 1,203
Total comprehensive income
allocated to NCI 19,142 26,605 6,478 8,327 5,405 32,325 1,273 2,075 113 292 (1,811) 1,203
205
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
TSH RESOURCES BERHAD 197901005269 (49548-D)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(a) Investment in an associate is measured at cost in the separate financial statements of the Company and is
accounted for using the equity method in the consolidated financial statements.
Effective
Principal place of interest
business/Country of 2023 2022
Name of associate incorporation Principal activities % %
Innoprise Plantations Berhad * Malaysia Operation of oil palm plantations 21.94 21.94
and palm oil mill, and producer
and supplier of renewable energy
*
Not audited by BDO PLT or member firms of BDO International.
(c) The financial year end of the above associate is coterminous with those of the Group.
(d) The summarised financial information of the associate, not adjusted for the proportion of ownership interest held
by the Group, is as follows:
2023 2022
RM’000 RM’000
(d) The summarised financial information of the associate, not adjusted for the proportion of ownership interest held
by the Group, is as follows (continued):
2023 2022
RM’000 RM’000
Results
(iii) Reconciliation of the summarised financial information presented above to the carrying amount of the
Group’s interest in associate.
2023 2022
RM’000 RM’000
(iv) Dividends received from associate during the financial year amounted to RM9,981,000 (2022: RM23,113,000).
(v) The fair value of quoted shares in Malaysia is determined by reference to the exchange quoted market bid
prices at the close of the business at the end of the reporting period.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
The Group has 50% of the voting rights of its joint arrangements. Under the contractual arrangements, unanimous
consent is required from all parties to the agreements for all relevant activities. The Group’s interest in joint ventures is
accounted for using the equity method in the consolidated financial statements. In the separate financial statements of
the Company, investments in joint ventures are measured at cost.
The joint arrangements are structured via separate entities and provide the Group with the rights to the net assets of
the entities under the arrangements. Therefore, these entities are classified as joint ventures of the Group.
Effective
Principal place of interest
business/Country of 2023 2022
Name of joint ventures incorporation Principal activities % %
*
Audited by BDO PLT, Malaysia.
These joint ventures have the same reporting period as the Group.
(b) Summarised financial information of TSH-Wilmar Sdn. Bhd. and TSH-Wilmar (BF) Sdn. Bhd. is set out below.
The summarised information represents the amounts in the financial statements of the joint ventures and not the
Group’s share of those amounts.
(b) Summarised financial information of TSH-Wilmar Sdn. Bhd. and TSH-Wilmar (BF) Sdn. Bhd. is set out below.
The summarised information represents the amounts in the financial statements of the joint ventures and not the
Group’s share of those amounts. (continued)
(c) Reconciliations of the summarised financial information presented above to the carrying amount of the Group’s
interest in joint ventures are as follows:
In the previous financial year, dividends received from joint ventures amounted to RM15,000,000.
210
(a) Deferred tax as at 31 December related to the following:
Recognised Recognised
31 DECEMBER 2023
At in profit in other At
1 January or loss comprehensive Exchange 31 December
2023 (Note 15) income differences 2023
Group RM’000 RM’000 RM’000 RM’000 RM’000
Recognised
At Recognised in other At
1 January in profit comprehensive Exchange 31 December
2022 or loss income differences 2022
Group RM’000 RM’000 RM’000 RM’000 RM’000
211
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
26. DEFERRED TAX (continued)
212
(a) Deferred tax as at 31 December related to the following (continued):
At
31 DECEMBER 2023
Recognised 31 December Recognised
At in profit 2022/ in profit At
1 January or loss 1 January or loss 31 December
2022 (Note 15) 2023 (Note 15) 2023
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
*
The amount of set-off between deferred tax assets and deferred tax liabilities was RM63,220,000
(2022: RM57,463,000) for the Group.
(b) Deferred tax assets have not been recognised in respect of the following items:
Group
2023 2022
RM’000 RM’000
The Group and the Company have assessed the likelihood of sufficient future profits available to recover the
amounts of deductible temporary differences. Deferred tax assets of certain subsidiaries have not been recognised
in respect of these items as it is not probable that taxable profits of the subsidiaries would be available against
which the deductible temporary differences could be utilised. Unutilised tax losses of the subsidiaries incorporated
in Malaysia can be carried forward up to 10 consecutive years of assessment immediately following the year of
assessment under the tax legislation of Inland Revenue Board.
The amount and availability of these items to be carried forward up to the periods as disclosed above are subject
to the agreement of the respective local tax authorities.
Unused tax losses of certain foreign subsidiaries amounting to RM59,786,000 (2022: RM40,962,000) are available
for carry forward in the jurisdiction in which the foreign subsidiaries operate for a period of 5 years from the year
in which those tax losses arose.
At the end of the reporting period, no deferred tax liability has been recognised for taxes that would be payable
on the undistributed earnings of certain of the Group’s foreign subsidiaries as the Group is able to control the
timing of the reversal of temporary differences associated with the investments.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Current
Trade receivables
Amounts due from subsidiaries - - 1,093 4,318
Third parties 21,784 23,206 621 666
Joint ventures 5,488 1,361 - -
Retention sums on contract (Note 31) 529 804 - -
27,801 25,371 1,714 4,984
Less: Allowance for impairment (1,229) (2,124) -* -*
Trade receivables, net 26,572 23,247 1,714 4,984
Other receivables
Amounts due from related parties:
- subsidiaries - - 8,345 42,381
- joint ventures 161 152 55 5
161 152 8,400 42,386
Less: Allowance for impairment -* -* (273) (273)
161 152 8,127 42,113
Other deposits 1,645 1,849 471 436
Sundry receivables 9,299 15,942 2,376 2,912
11,105 17,943 10,974 45,461
Less: Allowance for impairment (1,463) (1,465) (1,270) (1,281)
9,642 16,478 9,704 44,180
36,214 39,725 11,418 49,164
Non-current
Other receivables
Amounts due from subsidiaries - - 202,998 258,804
Plasma receivables (Note 27(b)(ii)) 52,897 49,445 - -
Sundry receivables 8,498 13,602 - -
61,395 63,047 202,998 258,804
Less: Allowance for impairment (13,485) (9,101) (4,168) (4,471)
47,910 53,946 198,830 254,333
*
The expected credit loss is immaterial.
Trade and other receivables are classified as financial assets and measured at amortised cost.
Trade receivables are non-interest bearing and are generally on 30 to 90 days (2022: 30 to 90 days) terms. They
are recognised at their original invoice amounts, which represent their fair values on initial recognition.
The ageing analysis of the Group’s and of the Company’s trade receivables are as follows:
2023
Gross
carrying Loss Net
amount allowance balance
Group RM’000 RM’000 RM’000
Past due
- 1 to 30 days 2,838 (62) 2,776
- 31 to 60 days - - -
- 61 to 90 days - - -
- 91 to 120 days - - -
- More than 121 days 2,361 (655) 1,706
5,199 (717) 4,482
Credit impaired
Individually impaired 460 (460) -
27,801 (1,229) 26,572
2022
Gross
carrying Loss Net
amount allowance balance
Group RM’000 RM’000 RM’000
Past due
- 1 to 30 days 3,016 - 3,016
- 31 to 60 days 1,171 (26) 1,145
- 61 to 90 days 205 (1) 204
- 91 to 120 days 38 (19) 19
- More than 121 days 671 (503) 168
5,101 (549) 4,552
Credit impaired
Individually impaired 1,474 (1,474) -
25,371 (2,124) 23,247
The ageing analysis of the Group’s and of the Company’s trade receivables are as follows (continued):
2023
Gross
carrying Loss Net
amount allowance balance
Company RM’000 RM’000 RM’000
2022
Gross
carrying Loss Net
amount allowance balance
Company RM’000 RM’000 RM’000
Impairment losses
Impairment losses for trade receivables that do not contain a significant financing component are recognised
based on the simplified approach using the lifetime expected credit losses.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over
the expected life of the asset. The maximum period considered when estimating expected credit losses is the
maximum contractual period over which the Group is exposed to credit risk.
The Group considers credit loss experience and observable data such as current changes and future forecasts in
economic conditions by market segment of the Group as identified in Note 4 to the financial statements, based on
the following common credit risk characteristics - geographic region and type of products purchased, to estimate
the amount of expected impairment loss. The methodology and assumptions including any forecasts of future
economic conditions are reviewed regularly.
During this process, the probability of non-payment by the trade receivables is adjusted by forward-looking
information i.e. Gross Domestic Product (GDP) and crude palm oil prices and multiplied by the amount of the
expected loss to determine the lifetime expected credit loss for the trade receivables. For trade receivables,
which are reported net, such impairments are recorded in a separate impairment account with the loss being
recognised within other expenses in the consolidated statement of comprehensive income. On confirmation that
the trade receivable would not be collectable, the gross carrying value of the asset would be written off against
the associated impairment.
It requires management to exercise significant judgement in determining the probability of default by trade
receivables and appropriate forward-looking information, after taking into consideration the effects of increasing
OPR in Malaysia and interest rate in Indonesia, where applicable.
Lifetime
ECL* Credit Total
allowance impaired allowance
Group RM’000 RM’000 RM’000
*
Expected credit losses.
Credit impaired refers to individually determined debtors who are in significant financial difficulties as at the end
of the reporting period.
The maximum exposures to credit risk of trade receivables of the Group and of the Company are represented by
the carrying amounts of trade receivables recognised in the statements of financial position. These receivables are
not secured by any collateral or credit enhancement as at the end of the current financial year.
(i) Impairment for amounts due from subsidiaries, joint ventures, plasma receivables, other receivables and
deposits are recognised based on the general approach within MFRS 9 using the forward-looking expected
credit loss model. The methodology used to determine the amount of the impairment is based on whether
there has been a significant increase in credit risk since initial recognition of the financial asset. For those
in which the credit risk has not increased significantly since initial recognition of the financial asset, twelve-
month expected credit losses along with gross interest income are recognised. At the end of the reporting
period, the Group assesses whether there has been a significant increase in credit risk for financial assets by
comparing the risk of default occurring over the expected life with the risk of default since initial recognition.
For those in which credit risk had increased significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be credit impaired, lifetime expected
credit losses along with interest income on a net basis are recognised.
(i) (continued)
Lifetime expected credit losses are the expected credit losses that result from all possible default events
over the expected life of the asset, while twelve-month expected credit losses are the portion of expected
credit losses that result from default events that are possible within the twelve months after the end of the
reporting period. The maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Group and the Company are exposed to credit risk.
The Group determined significant increase in credit risk based on past due information, i.e. overdue amounts
more than 90 days.
The probabilities of non-payment by amounts due from subsidiaries, joint ventures, plasma receivables,
other receivables and deposits are adjusted by forward-looking information and multiplied by the amount
of the expected loss arising from default to determine the twelve-month or lifetime expected credit loss for
amounts due from subsidiaries, joint ventures, plasma receivables, other receivables and deposits.
Movements in allowance for impairment accounts for current and non-current other receivables (included
plasma receivables) are as follows:
(i) (continued)
Lifetime ECL -
12-month credit Total
ECL impaired allowance
Company RM’000 RM’000 RM’000
Credit impaired refers to individually determined debtors who are in significant financial difficulties as at the
end of the reporting period.
The Indonesian government requires oil palm plantation companies to develop new plantations together
with the local small landholders. This form of assistance to local small landholders is generally known as the
“Plasma Scheme”. Once developed, the plasma plantations are transferred to the small landholders who
then operate the plasma plantations under the supervision of the developer. In line with this requirement,
certain subsidiaries have commitments to develop plantations under the Plasma Scheme. The funding for
the development of the plantations under the Plasma Scheme is provided by the designated banks and/or
by the subsidiaries. The subsidiaries also provide corporate guarantees for the loans advanced by the banks.
The Group through this partnership scheme also provides technical assistance to the plasma farmers to
maintain the productivity of plasma plantations as part of the Group’s strategy to strengthen relationship
with plasma farmers. This is expected to improve the repayments of plasma receivables.
The accumulated development costs net of funds received are presented as plasma receivables in the
consolidated statement of financial position under the Palm Products segment. An analysis of the movements
in the plasma receivables is as follows:
Group
2023 2022
RM’000 RM’000
(iii) Non-current receivables of the Group are carried at amortised cost and the discount rates used are based
on the effective interest rate of approximately 11% (2022: 11%), which are reasonable approximation of their
fair values.
Non-current amounts due from subsidiaries are interest bearing, unsecured and not payable within the next
twelve (12) months. The carrying amount of non-current amounts due from subsidiaries approximates its fair value
as its interest rate is priced at reasonable approximation of the market interest rate as at the end of the reporting
period.
Except for the current amounts due from certain subsidiaries totalling RM7,640,000 (2022: RM41,671,000) that
are interest bearing, the current amounts due from other subsidiaries are non-interest bearing, unsecured and are
payable within the next twelve (12) months in cash and cash equivalents.
The effective interest rate per annum of amounts due from subsidiaries as at the end of the reporting period were
as follows:
Company
2023 2022 2023 2022
% % RM’000 RM’000
Floating rate
Current amounts due from subsidiaries 5.01 - 5.49 3.44 - 4.80 7,640 41,671
Non-current amount due from a
subsidiary 7.90 - 8.15 6.90 - 7.90 94,935 92,388
Fixed rate
Non-current amounts due from
subsidiaries 5.50 5.50 108,063 166,416
At the end of reporting date, if interest rates had been 25 basis points higher/lower, with all other variables held
constant, the Company’s profit net of tax would have been RM195,000 (2022: RM255,000) higher/lower, arising
mainly as a result of higher/lower interest income on amount due from subsidiaries. The assumed movement in
basis points for interest rate sensitivity analysis is based on the currently observable market environment.
Impairment for amounts due from subsidiaries are recognised based on the general approach within MFRS 9
using the forward-looking expected credit loss model as disclosed in Note 27(b) to the financial statements.
Movements in the allowance for impairment accounts for amounts due from subsidiaries are as follows:
2023
At beginning of financial year 1,132 3,586 26 4,744
Write back of impairment losses (303) - - (303)
At end of financial year 829 3,586 26 4,441
2022
At beginning of financial year 2,469 11,968 26 14,463
Write back of impairment losses (1,337) (8,382) - (9,719)
At end of financial year 1,132 3,586 26 4,744
The Group determines concentrations of credit risk by monitoring the industry sector profile of its trade receivables
on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the end of reporting
period are as follows:
Group
2023 2022
RM’000 % of total RM’000 % of total
By industry sectors:
Palm products 18,666 67% 14,138 56%
Others 9,135 33% 11,233 44%
27,801 100% 25,371 100%
- 20% (2022: 5%) of the trade receivables of the Group were due from related parties.
- 52% (2022: 46%) of the trade and other receivables of the Group were due from plasma receivables.
- 98% (2022: 99%) of the trade and other receivables of the Company were due from subsidiaries.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Current
- Equity instruments (quoted in Malaysia) 1 1 1 1
Non-current
- Debt instruments (unquoted) 28,044 - - -
- Equity instruments (unquoted) 50 50 50 50
28,094 50 50 50
28,095 51 51 51
(a) The equity instruments were classified as financial assets at fair value profit or loss pursuant to MFRS 9 Financial
Instruments.
(b) The debt instruments were classified as financial assets at fair value through other comprehensive income pursuant
to MFRS 9.
(c) All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the
date that the Group and the Company commit to purchase or sell the asset.
(d) Fair value of quoted ordinary shares in Malaysia is determined by reference to the exchange quoted market bid
prices at the close of the business on the end of the reporting period.
(e) The fair value of quoted and unquoted equity instruments of the Group and of the Company is categorised as
Level 1 and Level 3 respectively in the fair value hierarchy.
(f) Unquoted debt instruments represent unquoted bonds, measured at Level 2 in the fair value hierarchy. The fair
value of unquoted bonds is determined by reference to published market bid price of unquoted fixed income
securities based on information provided by DBS Bank Ltd. and LGT Bank (Singapore) Ltd..
(g) There is no transfer between levels in the hierarchy during the financial year.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
At the end of the reporting period, if the FTSE Bursa Malaysia KLCI had been 5% higher/lower, with all other
variables held constant, the impact to the Group’s and the Company’s profit net of tax would be minimal.
29. INVENTORIES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Cost
Raw materials 9,456 13,723 - -
Work-in-progress - 4,160 - -
Finished goods 11,382 32,792 136 234
Oil palm nursery 3,460 3,493 419 527
Stores and supplies 36,364 41,634 493 811
60,662 95,802 1,048 1,572
(a) Oil palm and wood products are valued on the weighted average method.
(b) During the financial year, the amount of inventories recognised as an expense in cost of sales of the Group and of
the Company were RM655,509,000 (2022: RM795,693,000) and RM3,140,000 (2022: RM4,021,000) respectively.
(c) A write off of inventories amounting to RM6,798,000 (2022: RM5,578,000) were made by the Group during the
financial year, whereas the Company had written off inventories amounted to RM3,000 in the previous financial
year.
(d) A write down of inventories amounting to RM13,943,000 was made by the Group in the previous financial year.
(e) The Group reversed RM6,375,000 in respect of inventories written down in the previous financial year that were
subsequently not required due to subsequent sales of products and the increase in selling price of commodities.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Group
2023 2022
RM’000 RM’000
Group
2023 2022
RM’000 RM’000
Analysed as follows:
Contract assets 68 6
Contract liabilities (33) (197)
35 (191)
The Group provides flooring installation works on contract basis for timber flooring supplied to customers.
Construction contracts represent the timing differences in revenue recognition and the milestone billings. The
milestone billings are structured and/or negotiated with customers to reflect physical completion of the contracts.
Contract assets are transferred to receivables when the rights to economic benefits become unconditional. This
usually occurs when the Group issues billing to the customer. Contract liabilities are recognised as revenue when
performance obligations are satisfied.
Group
2023 2022
RM’000 RM’000
Deferred revenue represents billing to the customers for the sale of wood products, which performance obligation
has not been satisfied as at the end of the reporting period.
Revenue expected to be recognised in the future relating to performance obligations that are unsatisfied (or
partially unsatisfied) at the end of the reporting period, are as follows:
Group
2024 2025 Total
31 December 2023 RM’000 RM’000 RM’000
(d) Impairment for contract assets are recognised based on the simplified approach within MFRS 9 using lifetime
expected credit losses as disclosed in Note 27(a) to the financial statements.
(e) No expected credit loss is recognised arising from contract assets as it is negligible.
(f) There were no significant changes in the contract assets and liabilities during the financial year.
32. DERIVATIVES
2023 2022
Contract/ Contract/
notional notional
amount Assets Liabilities amount Assets Liabilities
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
Non-hedging derivatives:
Non-current
Forward currency contracts 31,212 717 - - - -
Current
Forward currency contracts 30,294 161 - 62,742 30 (3,267)
Commodity futures contracts 6,832 134 - 4,777 - (15)
295 - 30 (3,282)
Total 1,012 - 30 (3,282)
Company
Non-hedging derivatives:
Non-current
Forward currency contracts 31,212 717 - - - -
Current
Forward currency contracts 30,294 161 - 50,368 - (3,267)
Total 878 - - (3,267)
(a) Derivative assets are classified as financial assets measured at fair value through profit or loss whereas derivative
liabilities are classified as financial liabilities measured at fair value through profit or loss.
(b) The Group and the Company use forward currency contracts and commodity futures contract to manage some of
its transactions exposure. These contracts are not designated as cash flow or fair value hedges and are entered
into for periods consistent with currency transaction exposure and fair value changes exposure. Such derivatives
do not qualify for hedge accounting.
Forward currency contracts are used to hedge the Group’s loans and borrowings denominated in USD.
(c) The commodity futures contracts are used to hedge prices fluctuation of CPO commodity.
(d) During the financial year, the Group and the Company recognised a net gain of RM4,264,000 (2022: net loss of
RM1,708,000) and net gain of RM4,145,000 (2022: net loss of RM3,267,000) respectively arising from fair value
changes of derivative assets and derivative liabilities. The fair value changes are attributable to changes in foreign
exchange spot and forward rate and price fluctuation of CPO commodity.
(e) Fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts
with similar maturity profiles.
Fair value of outstanding commodity future contracts is calculated by reference to quoted market prices for
contracts with similar maturity profiles.
(f) The maturity profile of derivative liabilities of the Group and of the Company at the end of the previous reporting
period based on contractual undiscounted repayment obligations was summarised in the table below:
On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000
Group
As at 31 December 2022
Derivative liabilities 3,282 - - 3,282
Company
As at 31 December 2022
Derivative liabilities 3,267 - - 3,267
(g) Commodity future contracts are categorised as Level 1 in the fair value hierarchy, whilst forward currency contracts
are categorised as Level 2 in the fair value hierarchy. There is no transfer between levels in the hierarchy during the
financial year.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(a) Investment in fixed income trust funds in Malaysia represent investments in highly liquid money market instruments,
which are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.
(b) Fair values of short term funds are determined by reference to the quoted prices at the close of business at the
end of each reporting period.
(c) Short term funds are categorised as Level 1 in the fair value hierarchy. There is no transfer between levels in the
hierarchy during the financial year.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(a) Cash and bank balances are classified as financial assets and measured at amortised cost.
(b) Deposits are made for varying periods of between one day and one year depending on the immediate cash
requirements of the Group and the Company and earn interests at the respective short-term deposit rates.
The effective interest rate of deposits with both licensed banks of the Group and of the Company ranged from
2.50% to 3.50% (2022: 1.60% to 3.75%) and 2.70% to 3.00% (2022: 1.70% to 2.70%) per annum respectively.
(c) Deposits with licensed banks of the Group amounting to RM3,957,000 (2022: RM4,772,000) are pledged as
securities for bank guarantees facilities granted.
(d) For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise the following:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Cash and bank balances and deposits 250,138 375,580 31,207 42,362
Short term funds (Note 33) 5,349 6,385 155 150
Less:
Bank overdrafts (Note 39) - (469) - -
Deposits pledged with licensed banks (3,957) (4,772) - -
Deposits with maturity of over
3 months (496) (493) - -
Cash and cash equivalents 251,034 376,231 31,362 42,512
(e) Sensitivity analysis for cash and bank balances at the end of the reporting period is not presented as fixed rate
instrument is not affected by changes in interest rates.
(f) No expected credit loss is recognised arising from deposits with licensed banks because the probability of default
by these financial institutions is negligible.
(a) On 4 April 2022, PT Bulungan Citra Agro Persada (“PT BCAP”), a 90% owned subsidiary of the Company entered
into a conditional sale, purchase and compensation of land agreement (“CSPA”) with PT Kawasan Industri
Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) for the proposed disposal by
PT BCAP of 13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining
thereto (collectively referred to as “the Sale Land”) for a total cash consideration of IDR2,428.86 billion (or
equivalent to approximately RM731,090,000).
On 8 August 2022, the disposal of 7,817.36 hectares of the Sale Land was completed.
On 18 January 2023, the disposal for 574.56 hectares of the uncertified land was completed for cash consideration
amounted to RM28,717,000, which is subject to 2.5% tax on the cash consideration amounted to RM718,000 and
this has been recognised in administrative expenses within Statements of Comprehensive Income during the
financial year. The Group recorded a gain on disposal of RM27,604,000 in the financial statements.
On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.
The proposed disposal of the remaining of the Sale Land is expected to be completed within the next twelve (12)
months and has continued to be classified as assets held for sale.
(b) In financial year 2021, on 6 July 2021, the Company and two (2) of its wholly-owned subsidiaries, namely TSH
Palm Products Sdn. Bhd. (“TSHPP”) and TSH Plantation Sdn. Bhd. (“TSHP”) had entered into sale and purchase
agreements with Sharikat Keratong Sdn. Bhd. for the disposal of two (2) oil palm estates and a palm oil mill for
a total consideration of RM248,000,000. Both the estates and the palm oil mill were part of the palm products
segment of the Group and were reclassified as assets held for sale.
In the previous financial year, the Group completed the disposals for total cash considerations of RM248,000,000
and a total gain on disposal of RM84,585,000 had been recorded in the financial statements.
(c) As at the end of financial year, the assets held for sale of the Group are as follows:
2023 2022
Group RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 208,560 196,416
Right-of-use assets 12,293 9,094
Assets held for sale 220,853 205,510
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
(1) vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual
assets.
Treasury shares
Reacquired shares are classified as treasury shares, recognised based on the amount of consideration paid and
presented as a deduction from total equity.
This amount relates to the acquisition cost of treasury shares. The shareholders of the Company, by an ordinary
resolution passed in an annual general meeting held on 23 May 2023, renewed their approval for the Company’s plan
to repurchase its own ordinary shares. The Directors of the Company are committed to enhancing the value of the
Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company
and its shareholders.
The Company did not repurchase any of its issued ordinary shares from the open market during the financial year.
Of the total 1,381,803,000 (2022: 1,381,803,000) issued and fully paid ordinary shares as at 31 December 2023,
1,629,000 (2022: 1,629,000) are held as treasury shares by the Company. As at 31 December 2023, the number of
outstanding ordinary shares in issue after set off is therefore 1,380,174,000 (2022: 1,380,174,000) ordinary shares.
Foreign
currency Share of Fair
Capital translation associate value
reserve reserve reserve reserve Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
This reserve comprises all the amounts capitalised arising from the redemption of non-cumulative redeemable
preference shares in the subsidiaries and cancellation of treasury shares.
The foreign currency translation reserve is used to record exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the Group’s
presentation currency. It is also used to record the exchange differences arising from monetary items, which form
part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the
functional currency of the reporting entity or the foreign operation.
This reserve represents the Group’s share of reserve of the associate arising from the share options granted by the
associate to its employees.
This reserve is used to record fair value changes arising from the Group’s investments in financial instruments
measured at FVOCI.
The Company may distribute dividends out of its entire retained earnings under the single-tier system.
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Unsecured:
Bank overdrafts - 469 - -
Bankers’ acceptances 40,863 16,046 - -
Revolving credits 93,000 198,500 62,000 104,500
Term loans 5,000 20,000 5,000 20,000
Sukuk Murabahah Medium Term Notes - 90,000 - -
138,863 325,015 67,000 124,500
191,157 394,251 119,294 193,736
Unsecured:
Term loans - 5,000 - 5,000
- 5,000 - 5,000
110,963 164,860 110,963 164,860
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Total borrowings
Bank overdrafts - 469 - -
Bankers’ acceptances 40,863 16,046 - -
Revolving credits 93,000 198,500 62,000 104,500
Terms loans 168,257 254,096 168,257 254,096
Sukuk Murabahah Medium Term Notes - 90,000 - -
302,120 559,111 230,257 358,596
(a) Borrowings are classified as financial liabilities and measured at amortised cost.
(b) The effective interest rates per annum of loans and borrowings as at the end of the reporting period were as
follows:
Group Company
2023 2022 2023 2022
% % % %
Floating rate
Bank overdrafts - 7.07 - 7.65 - -
Bankers’ acceptances 3.87 - 4.35 4.14 - 4.33 - -
Revolving credits 4.19 - 4.91 3.73 - 4.30 4.19 - 4.29 3.73 - 3.86
Terms loans 3.00 - 7.12 3.00 - 6.19 3.00 - 7.12 3.00 - 6.19
Fixed rate
Sukuk Murabahah Medium Term Notes - 5.30 - -
(c) In the previous financial year, the Sukuk Murabahah Medium Term Notes comprised the following tranches:
Coupon 2022
Tranche no. rates Maturity RM’000
(d) The borrowings of the Group and of the Company are secured by the following:
(i) A letter of negative pledge over the assets of the Company with certain bankers;
Group
2023 2022
RM’000 RM’000
(iii) Biological assets of the Company amounted to approximately RM110,174,000 (2022: RM116,883,000).
TSH Sukuk Murabahah Sdn. Bhd., a wholly owned subsidiary of the Company, issued the first series of Sukuk
Murabahah Medium Term Notes amounted to RM90,000,000, in nominal value, for tenure of 7 years in June
2016. In the financial year 2021, the Company issued the second series of Sukuk Murabahah Medium Term Notes
amounted to RM60,000,000, in nominal value for tenure of 5 years.
During the financial year, the Group redeemed the first series of Sukuk Murabahah Medium Term Notes amounted
to RM90,000,000.
In the previous financial year, the Group redeemed the second series of Sukuk Murabahah Medium Term Notes
amounted to RM60,000,000.
The unutilised portion of the Sukuk Murabahah Medium Term Notes as at 31 December 2023 amounted to
RM150,000,000 (2022: RM60,000,000).
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(g) The carrying amounts of the current portion of loans and borrowings are reasonable approximation of fair value
due to the insignificant impact of discounting.
The fair values of non-current loans and borrowings that carry floating interest rates approximate their carrying
amounts as they are repriced to market interest rates on or near the reporting date.
In the previous financial year, the carrying amounts of Sukuk Murabahah Medium Term Notes, which bore fixed
interest rates were reasonable approximation of their fair values and would not be significantly different from the
values that would eventually be settled.
The fair value of borrowings is categorised as Level 2 in the fair value hierarchy. There is no transfer between levels
in the hierarchy during the financial year.
(h) The maturity profile of loans and borrowings of the Group and of the Company at the end of the reporting period
based on contractual undiscounted repayment obligations is summarised in the table below:
On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000
Group
As at 31 December 2023
Loans and borrowings 197,493 77,746 41,769 317,008
As at 31 December 2022
Loans and borrowings 406,057 137,336 41,299 584,692
Company
As at 31 December 2023
Loans and borrowings 125,630 77,746 41,769 245,145
As at 31 December 2022
Loans and borrowings 203,157 137,336 41,299 381,792
(i) At the end of the reporting period, if interest rates had been 25 basis points lower/higher, with all other variables
held constant, the Group’s and the Company’s profit net of tax would have been RM572,000 (2022: RM719,000)
and RM437,000 (2022: RM681,000) higher/lower respectively, arising mainly as a result of lower/higher interest
expense (net of interest expense capitalised) on loans and borrowings. The assumed movement in basis points for
interest rate sensitivity analysis is based on the currently observable market environment.
The table below details changes in the Group’s and the Company’s liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash
flows were, or future cash flows will be, classified in the Group’s and the Company’s statements of cash flows as
cash flows from financing activities.
Non-cash
1.1.2023 Cash flows changes* 31.12.2023
RM’000 RM’000 RM’000 RM’000
Group
Bankers’ acceptances 16,046 24,817 - 40,863
Revolving credits 198,500 (105,500) - 93,000
Terms loans 254,096 (88,519) 2,680 168,257
Sukuk Murabahah Medium Term Notes 90,000 (90,000) - -
Loans and borrowings 558,642 (259,202) 2,680 302,120
Company
Revolving credits 104,500 (42,500) - 62,000
Terms loans 254,096 (88,519) 2,680 168,257
Loans and borrowings 358,596 (131,019) 2,680 230,257
Non-cash
1.1.2022 Cash flows changes* 31.12.2022
RM’000 RM’000 RM’000 RM’000
Group
Bankers’ acceptances 51,883 (35,837) - 16,046
Revolving credits 292,783 (94,283) - 198,500
Terms loans 564,585 (315,925) 5,436 254,096
Sukuk Murabahah Medium Term Notes 150,000 (60,000) - 90,000
Sukuk Murabahah Islamic Commercial
Papers 50,000 (50,000) - -
Loans and borrowings 1,109,251 (556,045) 5,436 558,642
Company
Revolving credits 250,283 (145,783) - 104,500
Terms loans 564,585 (315,925) 5,436 254,096
Loans and borrowings 814,868 (461,708) 5,436 358,596
*
Represents foreign exchange differences.
Group
2023 2022
RM’000 RM’000
(a) The Group provides additional provisions for employee service entitlements in order to meet the minimum
benefits required to be paid to qualified employees, as required under the Indonesian Labour Law No. 6/2023
(the “Labour Law”). The said additional provisions, which are unfunded, are estimated using actuarial calculations.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit
method.
(b) The Group’s obligation under the defined benefit plan is determined based on the latest actuarial valuations by
an independent actuary in December 2023.
(c) Principal actuarial assumptions used at the end of the reporting period in respect of the Group’s defined benefit
plans are as follows:
2023 2022
% %
(d) The sensitivity analysis below has been determined based on reasonably possible changes of each significant
assumption on the defined benefit obligation as at the end of the reporting period, assuming if all other
assumptions were held constant:
31 December 31 December
2023 Impact 2022 Impact
on defined on defined
benefits benefits
obligation obligation
Increase/ Increase/
(Decrease) (Decrease)
RM’000 RM’000
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Current
Trade payables
Third parties 26,786 31,671 - -
Other payables
Amounts due to subsidiaries - - 112,919 195,569
Accruals 36,157 44,799 5,936 6,514
Contract liabilities (Note 31) 1,297 897 - -
Other deposits 18,036 17,124 373 409
Sundry payables 41,126 47,570 6,644 7,110
Financial guarantee contracts 73 97 255 504
96,689 110,487 126,127 210,106
123,475 142,158 126,127 210,106
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Trade and other payables are classified as financial liabilities and measured at amortised cost.
Trade payables are non-interest bearing and the normal trade credit terms granted to the Group and the Company
range from 30 to 60 days (2022: 30 to 60 days).
Include in other deposits of the Group were downpayments received amounted to IDR59,209,000,000 or
equivalent to RM17,644,000 (2022: IDR59,209,000,000 or equivalent to RM16,697,000) for the proposed disposals
as disclosed in Note 46.1 to the financial statements.
Except for the current amounts due to certain subsidiaries totalling RM61,911,000 (2022: RM148,819,000) that
are interest bearing, the current amounts due to other subsidiaries are non-interest bearing, unsecured and are
payable within the next twelve (12) months.
The effective interest rate per annum of amounts due to subsidiaries as at the end of the reporting period were as
follows:
Company
2023 2022 2023 2022
% % RM’000 RM’000
Floating rate
Current amounts due to subsidiaries 5.01 - 5.49 3.44 - 4.80 61,911 58,819
Fixed rate
Current amounts due to subsidiaries - 5.30 - 90,000
At the end of reporting date, if interest rates had been 25 basis points lower/higher, with all other variables held
constant, the Company’s profit net of tax would have been RM118,000 (2022: RM112,000) higher/lower, arising
mainly as a result of lower/higher interest expense on amount due to subsidiaries. The assumed movement in
basis points for interest rate sensitivity analysis is based on the currently observable market environment.
Sensitivity analysis for fixed rate interest bearing amounts due to subsidiaries as at the end of the reporting period
is not presented as they are not affected by changes in interest rates.
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument.
Financial guarantee contracts are recognised as financial liabilities at the time the guarantees are issued. The
liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance
with the expected loss model under MFRS 9 and the amount initially recognised less amortisation.
The fair value of financial guarantees is determined based on the present value of the difference in cash flows
between the contractual payments required under the debt instrument and the payments that would be required
without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.
The nominal amounts of financial guarantees provided by the Group and by the Company are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
The movement of the financial guarantee contracts during the financial year is as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(e) The maturity profile of the trade and other payables of the Group and of the Company at the end of the reporting
period based on contractual undiscounted repayment obligations is summarised in the table below:
On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000
Group
As at 31 December 2023
Trade and other payables 123,475 - - 123,475
As at 31 December 2022
Trade and other payables 142,158 - - 142,158
Company
As at 31 December 2023
Trade and other payables 129,501 - - 129,501
As at 31 December 2022
Trade and other payables 215,438 - - 215,438
42. COMMITMENTS
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Capital expenditure:
Property, plant and equipment:
Approved and contracted for 13,707 13,580 170 819
Approved but not contracted for 48,593 31,719 875 739
62,300 45,299 1,045 1,558
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the
party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or common significant influence. Related parties
may be individuals or other entities.
The Group has related party relationship with its direct and indirect subsidiaries, associate, joint ventures, Directors
and key management personnel.
In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had
the following transactions with related parties during the financial year:
2023 2022
Note RM’000 RM’000
Group
Joint ventures:
Sales of crude palm oil (i) (229,411) (338,201)
Sales of palm kernel (i) (31,588) (56,099)
Transportation fees received (i) (953) (966)
Sale of laran plantlet & plantable to a subsidiary of an associate (i) (887) (685)
Purchase of fresh fruit bunches from a subsidiary of an associate (ii) - 2,525
Purchase of fresh fruit bunches from a company in which the family
member of a Director of the Company has equity interests (ii) 1,820 3,075
Purchase of fresh fruit bunches from spouse of a Director (ii) 980 1,391
Company
Transactions with subsidiaries:
Sales of fresh fruit bunches (i) - (2,036)
Interest income (iii) (16,837) (30,105)
Interest expense on advances (iii) 7,093 13,625
Management fees received (22,224) (23,776)
Dividend income (78,252) (127,285)
Rental income (i) (2,290) (2,435)
Management fees paid 3,300 5,381
(i) The sales of products, rental and rendering of services to subsidiaries, subsidiary of an associate, and joint
ventures were made according to the published prices, market value or negotiation between both parties
and other conditions.
(ii) The purchase of fresh fruit bunches from a subsidiary of an associate and/or a company in which the family
member of a Director of the Company has equity interests and/or spouse of a Director were made according
to the published prices.
(iii) The interest income and expense arose from the amounts due from/to subsidiaries. Further details are
disclosed in Note 27 and Note 41 to the financial statements.
Information regarding outstanding balances arising from related party transactions as at 31 December 2023 is
disclosed in Note 27 and Note 41 to the financial statements.
The remuneration of Directors, which also includes the members of key management during the year was as
follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
The Group and the Company adopted the following Standard and Amendments of the MFRS Framework that
were issued by the Malaysian Accounting Standards Board (“MASB”) during the financial year:
The adoption of the above Standard and Amendments did not have any material effect on the financial
performance or position of the Group and of the Company.
44.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after
1 January 2024
The following are Amendments of the MFRS Framework that have been issued by the MASB but have not been
early adopted by the Group and the Company:
The Group and the Company are in the process of assessing the impact of implementing these Amendments,
since the effects would only be observable for the future financial years.
45.1 PT Sarana Prima Multi Niaga (“PT SPMN”), a subsidiary of the Group submitted judicial reviews to the Supreme
Court of Republic of Indonesia on the Notices of Tax Underpaid Assessment received for fiscal year 2011
showing underpayments on Value Added Tax and Withholding Tax Articles 4(2) and 23 amounting to equivalent
RM4,305,000 (including penalty and interest). In March 2023, the Supreme Court of Republic of Indonesia ruled
in favour in PT SPMN in relation to one of the Notices of Tax Underpaid on Withholding Tax Articles 23. Based on
consultation with the tax consultant, the Group is of the opinion that PT SPMN has a valid defence against the said
Tax Office’s assessments.
45.2 PT Teguh Swakarsa Sejahtera (“PT TSS”), a subsidiary of the Group has an outstanding appeal at the local Tax
Court on the Notice of Tax Underpaid Assessment received for fiscal year 2016 showing an underpayment of
Corporate Income Tax amounting to equivalent RM8,139,000 (including penalty and interest). In June 2023,
PT TSS submitted a tax appeal to the Local Tax Court on Tax Loss Carry Forward amounting to approximately
RM9,031,000 for fiscal year 2019. Based on consultation with the tax consultants, the Group is of the opinion that
PT TSS has a valid defence against the said Tax Office’s assessments.
45.3 PT Andalas Agro Industri (“PT AAI”), a subsidiary of the Group has outstanding appeals at the local Tax Court
on the Notices of Tax Underpaid Assessment received for fiscal year 2019 showing underpayments of Value
Added Tax amounting to equivalent RM1,021,000 (including penalty). In October 2023, PT AAI has won the said
assessment and the tax court has granted PT AAI the said Value Added Tax which will be refunded from the Tax
Office.
45.4 PT Bulungan Citra Agro Persada (“PT BCAP”), a subsidiary of the Group has outstanding appeals at the local Tax
Court on Notices of Tax Underpaid Assessment received for fiscal year 2019 showing underpayments on Value
Added Tax and Withholding Tax Articles 4(2) and 21 amounting to equivalent RM1,040,000 (including penalty
and interest). Based on consultation with the tax consultant, the Group is of the opinion that PT BCAP has a valid
defence against the said Tax Office’s assessments.
45.5 PT Farinda Bersaudara (“PT FDB”), a subsidiary of the Group has outstanding appeals at the local Tax Court on
Notices of Tax Underpaid Assessment received for fiscal year 2019 showing underpayments on Value Added Tax
and Withholding Tax Articles 4(2) and 21 amounting to equivalent RM8,083,000 (including penalty and interest).
In August 2023, PT FDB submitted a tax appeal to the local Tax Court on Corporate Income Tax, Value Added
Tax and Withholding Tax Articles 4(2) amounting to equivalent RM11,832,000 (including penalty and interest) for
fiscal year 2020. Based on consultation with the tax consultants, the Group is of the opinion that PT FDB has a
valid defence against the said Tax Office’s assessments.
45.6 In December 2023, PT Andalas Wahana Sukses (“PT AWS”), a subsidiary of the Group submitted a tax appeal to
the local Tax Court on Notices of Tax Underpaid Assessment received for fiscal year 2020 showing underpayments
on Corporate Income Tax and Withholding Tax Articles 23 amounting to RM5,345,000 (including penalty and
interest). Based on consultation with the tax consultant, the Group is of the opinion that PT AWS has a valid
defence against the said Tax Office’s assessments.
Other than the above, there are also ongoing objections with the local tax authority on certain disputed tax assessments,
which the Group is of the view that it has valid explanations to justify.
In accordance with MFRS 137 Provisions, Contingent Liabilities and Contingent Assets, the Group discloses the
contingent liabilities relating to the tax cases of the subsidiaries in Indonesia as there is a present obligation that arose
from past event, although the amounts of obligation could not be measured with sufficient reliabilities at this juncture.
46.1 On 4 April 2022, PT Bulungan Citra Agro Persada (“PT BCAP”), a 90% owned subsidiary of the Company entered
into a conditional sale, purchase and compensation of land agreement (“CSPA”) with PT Kawasan Industri
Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) for the proposed disposal by
PT BCAP of 13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining
thereto (collectively referred to as “the Sale Land”) for a total cash consideration of IDR2,428.86 billion (or
equivalent to approximately RM731,090,000).
On 8 August 2022, the disposal of 7,817.36 hectares of the Sale Land was completed.
On 18 January 2023, the disposal for 574.56 hectares of the uncertified land was completed for cash consideration
amounted to RM28,717,000, which is subject to 2.5% tax on the cash consideration amounted to RM718,000 and
this has been recognised in administrative expenses within Statements of Comprehensive Income during the
financial year. The Group recorded a gain on disposal of RM27,604,000 in the financial statements.
On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.
The proposed disposal of the remaining of the Sale Land is expected to be completed within the next twelve (12)
months and has continued to be classified as assets held for sale.
46.2 On 21 July 2023, the Company announced its intention to undertake a secondary listing of and quotation for its
entire issued ordinary shares on the Main Board of SGX-ST by way of introduction (“Proposed Secondary Listing”).
On 26 September 2023, the Proposed Secondary Listing was completed following the listing of and quotation for
the entire issued share capital of the Company on the Main Board of the SGX-ST. The shares are and will continue
to be listed on the Main Market of Bursa Securities, which will remain as the primary stock exchange on which the
shares are listed.
ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2024
Issued Share Capital : 1,380,173,509 ordinary shares (net of 1,629,000 treasury shares)
No. of No. of
Size of shareholdings shareholders % shares held %
2. DIRECTORS’ SHAREHOLDINGS
3. SUBSTANTIAL SHAREHOLDERS
No. of
Name shares held %
ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2024
No. of
Name shares held %
18. UOB Kay Hian Nominees (Asing) Sdn. Bhd. 13,100,000 0.95
Exempt AN for UOB Kay Hian Pte. Ltd.
ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2024
No. of
Name shares held %
Desa Penawai, Bekokong Plantation 12,628 Ha Oil Palm 35-year lease 11 years 222,811,613 26.12.2008
Makmur, Kecamatan Bongan land Plantation expiring on (mill)
Jempang & Desa Jambuk, & Mill 18.02.2045 for land
Muara Gusik Penawai, under Desa Penawai,
Tanjung Sari, Kecamatan Bekokong Makmur &
Bongan & Desa Jambuk 35-year lease expiring
Makmur, Kecamatan Bongan on 24.02.2045 for
Desa Muara Siram, Siram land under Desa
Jaya, Resak Kampung, Resak, Desa Jambuk,
Kecamatan Bongan, Desa Muara Gusik,
Resak, Kecamatan Bongan, Penawai, Tanjung
Kabupaten Kutai Barat, Sari, Desa Jambuk
Provinsi Kalimantan Timur Makmur, Desa Muara
Siram, Siram Jaya dan
Resak Kampung
Desa Tanah Kuning & Desa Plantation 5,398 Ha Oil Palm 35-year lease expiring Not 221,384,353 16.08.2011
Mangkupadi Kecamatan land Plantation on 03.10.2046 applicable
Tanjung Palas Timur
Kabupaten Bulungan
Provinsi Kalimantan Utara
Desa Samba Katung, Samba Plantation 3,386 Ha Oil Palm Pending Not 135,434,016 29.10.2009
Bakumpai Telok Petak land Plantation applicable
Puti, Tewang Panjang,
Tumbang Lahang Kecamatan
Katingan Tengah & Desa
Tura Tumbang Tanjung,
Kecamatan Pulau Malan
Kabupaten Katingan,
Provinsi Kalimantan Tengah
Kabupaten Dharmasraya, Plantation 3,197 Ha Oil Palm 35-year lease expiring 6 years 131,790,302 29.12.2005
Provinsi Sumatera Barat land Plantation on 18.10.2053 & (mill)
& Mill 30-year lease expiring
on 22.09.2051
Desa Muara Siram, Plantation 10,282 Ha Oil Palm 35-year lease expiring Not 119,555,252 01.04.2006
Kecamatan Bongan land Plantation on 13.07.2040 applicable
Kabupaten Kutai Barat
Provinsi Kalimantan Timur
Desa Langgam/Katiagan, Plantation 7,309 Ha Oil Palm 35-year lease expiring Not 103,873,785 01.05.2006
Kecamatan Pasaman land Plantation on 31.12.2029 for applicable
Kabupaten Pasaman & land under Desa
Nagari Kinali, Kecamatan Langgam Katiagan &
Kinali Kabupaten Pasaman 35-year lease expiring
Barat, Provinsi Sumatera on 16.02.2044 for
Barat land under Nagari
Kinali
Desa Rantau Makmur, Plantation 4,211 Ha Oil Palm Pending Not 101,457,467 22.02.2013
Tanjung Labu Kecamatan land Plantation applicable
Rantau Pulung Kabupaten
Kutai Timur Kalimantan
Timur
Desa Pelantaran, Pundu Plantation 7,114 Ha Oil Palm 35-year lease expiring 13 years 100,733,654 12.04.2007
& Bajarau Kecamatan land Plantation on 15.05.2041 (mill)
Cempaga Hulu & & Mill
Parenggean Kabupaten
Kotawaringin Timur Provinsi
Kalimantan Tengah
Desa Muara Ponak, Plantation 8,016 Ha Oil Palm 35-year lease expiring Not 89,778,460 18.10.2011
Kenyanyan, Rikong, Kiyaq land Plantation on 22.10.2048 applicable
Kecamatan Siluq Ngurai 35-year lease expiring
Kabupaten Kutai Barat, on 04.11.2051
Provinsi Kalimantan Timur
Title No. CL105365955 Plantation 2,387 Oil palm Leasehold land from Not 42,884,993 (11.12.2015)
Kalumpang, Tawau Sabah land acres plantation 01.01.1977 to applicable
31.12.2075
of
(FULL ADDRESS)
^
NRIC/Passport No.:
Email Address : of
(FULL ADDRESS)
Email address: of
(FULL ADDRESS)
or failing ^him/her, THE CHAIRMAN OF THE MEETING as ^my/our proxy to attend, speak and vote for ^me/us on ^my/our behalf at the
44th Annual General Meeting (“44th AGM”) of the Company to be held on a fully virtual basis through live streaming and online remote
voting via the online meeting platform at https://meeting.boardroomlimited.my/(Domain Registration No. with MYNIC-D6A357657) on
Monday, 20 May 2024 at 10.00 a.m. and any adjournment thereof and to vote as indicated below:
*FOR *AGAINST
Resolution 1 To approve payment of Directors’ fees of RM281,077 for the financial year
ended 31 December 2023
Resolution 2 To approve payment of Directors’ benefits (excluding Directors’ fees) of up
to an aggregate amount of RM2,200,000 from the date immediately after the
44th AGM of the Company to the date of the next annual general meeting of
the Company in 2025
To re-elect the following Directors who are retiring in accordance with Clause
100 of the Company’s Constitution:
Resolution 3 (a) Tan Aik Kiong
Resolution 4 (b) Lim Fook Hin
* Please indicate with an “X” in the space provided for each resolution. Unless voting instructions are indicated in the space above, the proxy will vote
or abstain as he/she thinks fit and if no name is inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.
^
Strike out whichever is inapplicable.
% of shareholdings
to be represented by the proxies:
No. of shares %
No. of shares held
Proxy 1
Proxy 2
Signature/Common Seal of Appointor Total
Notes:
1. The 44th AGM of the Company will be conducted on a fully virtual basis through live streaming and online remote voting via Remote Participation
and Electronic Voting (“RPEV”) facilities provided by Boardroom Share Registrars Sdn. Bhd.. Please follow the procedures provided in the
Administrative Guide which is available on the Company’s website at https://www.tsh.com.my/investor-relations/shareholders-meeting/ in
order to register, participate and vote remotely.
2. Pursuant to the latest Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed Issuers issued by the
Securities Commission of Malaysia, all meeting participants of a fully virtual general meeting including the Chairman of the meeting, members
of the Board, senior management and shareholders are to participate in the meeting online, and an online meeting platform can be recognised
as the meeting venue or place under Section 327(2) of the Companies Act 2016 provided that the online platform is located in Malaysia.
3. With the RPEV facilities, you may exercise your right as a member of the Company to participate (including posing questions to the Company)
and vote at the 44th AGM. If you are unable to participate, you are strongly encouraged to appoint the Chairman of the meeting as your proxy
to attend and vote on your behalf at the 44th AGM.
4. Only depositors whose names appear in the Record of Depositors as at 13 May 2024 will be regarded as members and be entitled to attend,
speak and vote at the meeting.
5. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote in
his stead. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to
be represented by each proxy. A proxy may but need not be a member of the Company.
Fold here
AFFIX
STAMP
Fold here
6. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit and if no names
are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.
7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners
in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint
in respect of each Omnibus Account it holds.
8. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in writing or if such
appointor is a corporation, under its common seal. If you wish to appoint a proxy to attend and vote on your behalf at the 44th AGM, you may
deposit the duly completed and signed Proxy Form at the office of the Company’s share registrar, Boardroom Share Registrars Sdn. Bhd. at 11th
Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor not later than 48 hours before the time
appointed for holding this meeting or adjourned meeting. Alternatively, you may lodge your Proxy Form electronically through Boardroom
Smart Investor Portal at https://investor.boardroomlimited.com by logging in and selecting “Submit eProxy Form” not later than 48 hours
before the time appointed for holding this meeting or adjourned meeting. Please follow the procedures provided in the Administrative Guide
in order to participate in the 44th AGM.
9. Pursuant to Paragraph 8.29A of Bursa Securities Main Market Listing Requirements, all resolutions set out in the Notice of 44th AGM will be put
to vote by poll.
www.tsh.com.my