Page 77 - S P Setia Annual Report 2013
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Annual Report 2013 S P SETIA BERHAD GROUP corporate Governance | 75






CORPORATE GOVERNANCE STATEMENT (CONT’D)








oPtions, warrants or convertiBle securities

During the fnancial year ended 31 October 2013, the Company did not issue any options, warrants or convertible securities except for the
Employee Share Grant Plan (“ESGP”) and Employee Share Option Scheme (“ESOS”) issued under the Long Term Incentive Plan (“LTIP”). The LTIP
is the only scheme that is in existence during the fnancial year ended 31 October 2013.

The number of options and shares granted during the fnancial year ended 31 October 2013 are 80,863,500 and 17,034,969 respectively. No
options and shares have been vested. As such, no new shares have been issued pursuant to LTIP. The number of options and shares granted to
the directors are disclosed in pages 84 to 86 of this Annual Report.

In accordance with the By-Laws, the allocation of shares under the LTIP is based on the individual’s position, contribution and performance. For
the fnancial year ended 31 October 2013, the actual percentage of ESGP granted to the directors and senior management of the Group was
10.2% of the total ESGP granted while the actual percentage of ESOS granted to the directors and senior management of the Group was 61.3%
of the total ESOS granted. No options and shares were granted to the Non-Executive Directors.

During the fnancial year ended 31 October 2013, 132,344,335 warrants were converted into ordinary shares. The warrants have lapsed on 21
January 2013.


non-auDit fees

The amount of non-audit fee incurred for the services by the external auditors and their affliated companies to the Group for fnancial year 31
October 2013 amounted to RM333,119.00.


material contracts

There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’ interest which
were still subsisting as at the end of the fnancial year under review or which were entered into since the end of the previous fnancial year except
as disclosed on note 41(a) of the fnancial statements.



recurrent relateD Party transactions

At the Thirty Eighth Annual General Meeting of the Company held on 28 February 2013, the Company had obtained the approval from its
shareholders for the renewal of the shareholders’ mandate to enter into recurrent related party transactions of a revenue or trading nature, which
are necessary for its day-to-day operations and in the ordinary course of its business, with related parties.

The said mandate took effect on 28 February 2013 and will continue until the conclusion of the forthcoming Annual General Meeting of the
Company.

At the forthcoming Annual General Meeting to be held on 20 March 2014, the Company intends to seek its shareholders’ approval to renew the
existing mandate for recurrent related party transactions of a revenue or trading nature. The details of the shareholders’ mandate to be sought
will be furnished in the Circular to Shareholders dated 26 February 2014 attached to this Annual Report.
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